Exhibit 10.3


    ESCROW
      AGREEMENT

     

    THIS
      ESCROW AGREEMENT (this “Agreement”)
      is
      made as of March 26, 2007, by and among Med-Tech Solutions, Inc., a Nevada
      corporation (the “Company”),
      the
      purchasers signatories hereto (each a “Purchaser”
and
      together the “Purchasers”),
      and
      Sichenzia Ross Friedman Ference LLP, with an address at 1065 Avenue of the
      Americas, New York, New York 10036 (the “Escrow
      Agent”).
      Capitalized
      terms used but not defined herein shall have the meanings set forth in the
      Subscription Agreement and the Confidential Private Placement Memorandum
      referred to in the first recital.

     

    W
      I T N E
      S S E T H:

     

    WHEREAS,
      the Purchasers will be purchasing from the Company in a private placement
      transaction, severally and not jointly with the other Purchasers, in the
      aggregate, up to $2,300,000.00 of Shares of Common Stock of the Company on
      the
      Closing Date as set forth in the Subscription Agreement (the “Subscription
      Agreement”)
      dated
      the date hereof between the Purchasers and the Company and the Confidential
      Private Placement Memorandum dated February 16, 2007, which securities will
      be
      issued under the terms contained herein and in the Subscription Agreement;
      and

     

    WHEREAS,
      the Offering is being made to “accredited investors”, as defined in Regulation D
      under the Securities Act of 1933, as amended (the “1933 Act”), in accordance
      with Regulation S of the 1933 Act on a “best efforts”, no minimum, $2,300,000
      maximum offering basis; 

     

    WHEREAS,
      the minimum subscription amount that will be accepted from any investor is
      $25,000; 

     

    WHEREAS,
      the closing of the Offering is conditioned on the receipt of acceptable
      subscriptions for the Shares (the requirement for the receipt of acceptable
      subscription, together with certain other conditions to closing, are
      collectively referred to as the “Closing Conditions”); 

     

    WHEREAS,
      the Offering will commence on or about February 16, 2007 and will close only
      after the satisfaction of all Closing Conditions, but must lose on or prior
      to
      April 30, 2007, which date may be extended for up to an additional 30 days
      at
      the sole discretion of the Company (the “Closing Date”); 

     

    WHEREAS,
      the Company and the Purchasers have requested that the Escrow Agent hold the
      Subscription Amounts in escrow upon the terms set forth herein;

    


    NOW,
      THEREFORE, in consideration of the covenants and mutual promises contained
      herein and other good and valuable consideration, the receipt and legal
      sufficiency of which are hereby acknowledged and intending to be legally bound
      hereby, the parties agree as follows:

     


    
      
         

        
        

      

      
        
          

        

      

      
        
        

      

    

    ARTICLE
      1

     

    TERMS
      OF
      THE ESCROW

     

    1.1. The
      parties hereby agree to establish an escrow account with the Escrow Agent
      whereby the Escrow Agent shall hold the funds for the purchase of up to
      $2,300,000.00 in the aggregate, of Shares as contemplated by the Subscription
      Agreement.

     

    1.2. Upon
      the
      Escrow Agent’s receipt of the aggregate Subscription Amounts for the Closing
      into its master escrow account, together with executed counterparts of this
      Agreement, the Subscription Agreement and the completed Confidential Prospective
      Purchaser Questionnaire, it shall within one business day telephonically advise
      the Company, or the Company’s designated attorney or agent and counsel of the
      Purchasers, of the amount of funds it has received into its master escrow
      account.

     

    1.3. Wire
      transfers to the Escrow Agent shall be made as follows:

     

    BANK:
        Citibank

    New
      York,
      NY 

    A/C
      of
      Sichenzia Ross Friedman Ference LLP, IOLA

    


    ABA:  

    ACCOUNT: 

    SWIFT
      Code: CITIUS33

    REFERENCE:
       “Med-Tech
      Solutions, Inc. - [insert Purchaser’s name]”

     

     

    Sichenzia
      Ross Friedman Ference LLP Accounting Contact: Mimi Shore; telephone: (212)
      930-9700; email: mshore@srff.com.

     

    1.4 The
      Company, promptly following being advised by the Escrow Agent that the Escrow
      Agent has received the Subscription Amounts for the Closing along with facsimile
      copies of counterpart signature pages of the Subscription Agreement,
      Confidential Prospective Purchaser Questionnaire and this Agreement from each
      Purchaser, and 4Rivers’ executed counterpart of the Acquisition Agreement, shall
      deliver to the Escrow Agent for the Closing the Shares to be issued to each
      Purchaser at the Closing together with:

     

    (a) the
      Company’s executed counterpart of the Subscription Agreement;

    


    (b) the
      Company’s original executed counterpart of this Escrow Agreement; 

    


    (c) the
      Company’s original executed counterpart of the Acquisition Agreement;


    


    (d) the
      deliverables as per the Subscription Agreement.

    


    1.5 In
      the
      event that the foregoing items are not in the Escrow Agent’s possession within
      five (5) Business Days of the Escrow Agent notifying the Company that the
      Escrow

     


    
      
         

        
        

      

      
        2

        
          

        

      

      
        
        

      

    


    Agent
      has
      custody of the Subscription Amount for the Closing, then the Escrow Agent will
      telephonically notify each Purchaser and each Purchaser shall at all times
      thereafter until the Closing have the right to demand the return of their
      portion of the Subscription Amount.

     

    1.6 Once
      the
      Escrow Agent receives a Release Notice in the form attached hereto as
Exhibit
      X
      (the
“Release
      Notice”)
      executed by the Company and each Purchaser it shall wire 100% of the aggregate
      Purchase Price amounts per the joint written instructions of the Company, net
      of
      $80,000 to cover legal and escrow agent fees to SRFF per the written
      instructions of SRFF.

    


    1.7
      Wire
      transfers to the Company shall be made pursuant to written instructions from
      the
      Company provided to the Escrow Agent on the Closing Date.

     

    1.8 Upon
      receipt by the Escrow Agent of the Release Notice from each of the Purchasers
      and the Company, the Escrow Agent shall deliver the Subscription Agreement,
      the
      certificates evidencing the Shares,
      the
      Escrow Agreement, and the opinion of counsel to the appropriate parties.


     

    1.9
       In
      the
      event the Company reasonably determines it is necessary or appropriate to reject
      the subscription of any Purchaser for whom the Escrow Agent has received
      escrowed funds and Offering Documents, the Company shall deliver written notice
      of such event to the Escrow Agent which notice shall include the reason for
      such
      rejection and the time, place and method of delivery for the return to such
      Purchaser of the escrow funds and Offering Documents delivered by such
      Subscriber. The Escrow Agent shall deliver such funds (without interest or
      deduction) and documents pursuant to such written notice.

     

    1.10 In
      the
      event the Closing Conditions, as set forth in the Memorandum and the
      Subscription Agreement, are not satisfied during the Offering Period (subject
      to
      applicable extensions), the Company shall deliver written notice executed by
      its
      duly authorized executive officer indicating that this Offering has been
      terminated and designating a termination date, and the Escrow Agent shall return
      to each Purchaser, all funds received from such Purchaser, pursuant to this
      Offering (without interest or deduction) and all documents delivered by such
      Subscriber to the Escrow Agent. 

     

    ARTICLE
      II

     

    MISCELLANEOUS

     

    2.1 No
      waiver
      or any breach of any covenant or provision herein contained shall be deemed a
      waiver of any preceding or succeeding breach thereof, or of any other covenant
      or provision herein contained. No extension of time for performance of any
      obligation or act shall be deemed an extension of the time for performance
      of
      any other obligation or act.

     

    2.2 
      All
      notices or other communications required or permitted hereunder shall be in
      writing, and shall be sent as set forth in the Subscription
      Agreement.

     


    
      
         

        
        

      

      
        3

        
          

        

      

      
        
        

      

    


    2.3 
      This
      Escrow Agreement shall be binding upon and shall inure to the benefit of the
      permitted successors and permitted assigns of the parties hereto.

     

    2.4 
      This
      Escrow Agreement is the final expression of, and contains the entire agreement
      between, the parties with respect to the subject matter hereof and supersedes
      all prior understandings with respect thereto. This Escrow Agreement may not
      be
      modified, changed, supplemented or terminated, nor may any obligations hereunder
      be waived, except by written instrument signed by the parties to be charged
      or
      by its agent duly authorized in writing or as otherwise expressly permitted
      herein.

     

    2.5 
      Whenever
      required by the context of this Escrow Agreement, the singular shall include
      the
      plural and masculine shall include the feminine. This Escrow Agreement shall
      not
      be construed as if it had been prepared by one of the parties, but rather as
      if
      all parties had prepared the same. Unless otherwise indicated, all references
      to
      Articles are to this Escrow Agreement.

     

    2.6 
      The
      parties hereto expressly agree that this Escrow Agreement shall be governed
      by,
      interpreted under and construed and enforced in accordance with the laws of
      the
      State of New York. Any action to enforce, arising out of, or relating in any
      way
      to, any provisions of this Escrow Agreement shall only be brought in a state
      or
      Federal court sitting in New York City.

     

    2.7 
      The
      Escrow Agent’s duties hereunder may be altered, amended, modified or revoked
      only by a writing signed by the Company, each Purchaser and the Escrow
      Agent.

     

    2.8 
      The
      Escrow Agent shall be obligated only for the performance of such duties as
      are
      specifically set forth herein and may rely and shall be protected in relying
      or
      refraining from acting on any instrument reasonably believed by the Escrow
      Agent
      to be genuine and to have been signed or presented by the proper party or
      parties. The Escrow Agent shall not be personally liable for any act the Escrow
      Agent may do or omit to do hereunder as the Escrow Agent while acting in good
      faith and in the absence of gross negligence, fraud and willful misconduct,
      and
      any act done or omitted by the Escrow Agent pursuant to the advice of the Escrow
      Agent’s attorneys-at-law shall be conclusive evidence of such good faith, in the
      absence of gross negligence, fraud and willful misconduct.

     

    2.9 
      The
      Escrow Agent is hereby expressly authorized to disregard any and all warnings
      given by any of the parties hereto or by any other person or corporation,
      excepting only orders or process of courts of law and is hereby expressly
      authorized to comply with and obey orders, judgments or decrees of any court.
      In
      case the Escrow Agent obeys or complies with any such order, judgment or decree,
      the Escrow Agent shall not be liable to any of the parties hereto or to any
      other person, firm or corporation by reason of such decree being subsequently
      reversed, modified, annulled, set aside, vacated or found to have been entered
      without jurisdiction.

     

    2.10 The
      Escrow Agent shall not be liable in any respect on account of the identity,
      authorization or rights of the parties executing or delivering or purporting
      to
      execute or deliver the Subscription Agreement or any documents or papers
      deposited or called for thereunder in the absence of gross negligence, fraud
      and
      willful misconduct.

     

    2.11 The
      Escrow Agent shall be entitled to employ such legal counsel and other experts
      as
      the Escrow Agent may deem necessary properly to advise the Escrow Agent in
      connection with the Escrow Agent’s duties hereunder, may rely upon the advice of
      such counsel, and may pay such counsel reasonable compensation; provided that
      the costs of such compensation shall be borne by the Escrow Agent. 

     


    
      
         

        
        

      

      
        4

        
          

        

      

      
        
        

      

    


     

     

    2.12 The
      Escrow Agent’s responsibilities as escrow agent hereunder shall terminate if the
      Escrow Agent shall resign by giving written notice to the Company and the
      Purchasers. In the event of any such resignation, the Purchasers and the Company
      shall appoint a successor Escrow Agent and the Escrow Agent shall deliver to
      such successor Escrow Agent any escrow funds and other documents held by the
      Escrow Agent.

     

    2.13 If
      the
      Escrow Agent reasonably requires other or further instruments in connection
      with
      this Escrow Agreement or obligations in respect hereto, the necessary parties
      hereto shall join in furnishing such instruments.

     

    2.14 It
      is
      understood and agreed that should any dispute arise with respect to the delivery
      and/or ownership or right of possession of the documents or the escrow funds
      held by the Escrow Agent hereunder, the Escrow Agent is authorized and directed
      in the Escrow Agent’s sole discretion (1) to retain in the Escrow Agent’s
      possession without liability to anyone all or any part of said documents or
      the
      escrow funds until such disputes shall have been settled either by mutual
      written agreement of the parties concerned by a final order, decree or judgment
      or a court of competent jurisdiction after the time for appeal has expired
      and
      no appeal has been perfected, but the Escrow Agent shall be under no duty
      whatsoever to institute or defend any such proceedings or (2) to deliver the
      escrow funds and any other property and documents held by the Escrow Agent
      hereunder to a state or Federal court having competent subject matter
      jurisdiction and located in the City of New York in accordance with the
      applicable procedure therefore

     

    2.15 The
      Company and each Purchaser agree jointly and severally to indemnify and hold
      harmless the Escrow Agent and its partners, employees, agents and
      representatives from any and all claims, liabilities, costs or expenses in
      any
      way arising from or relating to the duties or performance of the Escrow Agent
      hereunder or the transactions contemplated hereby or by the Subscription
      Agreement other than any such claim, liability, cost or expense to the extent
      the same shall have been determined by final, unappealable judgment of a court
      of competent jurisdiction to have resulted from the gross negligence, fraud
      or
      willful misconduct of the Escrow Agent.

     

    ************************

    



    


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

     

     

    
      	
               

              MED-TECH
                SOLUTIONS, INC.

               

            	 
	
              By:
                /s/
                Mark A. McLeary

              
                

              

              Name:
                Mark A. McLeary

              Title:
                Chief Executive Officer

            	 
	
              With
                a copy to (which shall not constitute notice):

               

               

               

               

            	 
	
              ESCROW
                AGENT:

               

            	 
	
              SICHENZIA
                ROSS FRIEDMAN FERENCE LLP

               

            	 
	
              By:
                /s/
                Sichenzia
                Ross Friedman Ference LLP

              
Name:
              Sichenzia Ross Friedman Ference LLP
              Title:
                Managing Partner

            	 


    

     

    


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    SIGNATURE
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    [SIGNATURE
      PAGE OF PURCHASERS TO MDTU ESCROW]

     

     

    Name
      of
      Purchaser: __________________________

    Signature
      of Authorized Signatory of Purchaser:
      __________________________

    Name
      of
      Authorized Signatory: _________________________

    Title
      of
      Authorized Signatory: __________________________

    


    


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      PAGE OF PURCHASERS FOLLOWS]

    



    
      
         

        
        

      

      
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    Exhibit
      X
      to

    Escrow
      Agreement

    RELEASE
      NOTICE

     

    The
      UNDERSIGNED, pursuant to the Escrow Agreement, dated as of March 26, 2007,
      among
      Med-Tech Solutions, Inc., the Purchasers signatories thereto and Sichenzia
      Ross
      Friedman Ference LLP, as Escrow Agent (the “Escrow
      Agreement”;
      capitalized terms used herein and not defined shall have the meaning ascribed
      to
      such terms in the Escrow Agreement), hereby notify the Escrow Agent that each
      of
      the conditions precedent to the purchase and sale of the Securities set forth
      in
      the Subscription Agreement (the “Subscription Agreement”) have been satisfied.
      The Company and the undersigned Purchaser hereby confirm that all of their
      respective representations and warranties contained in the Subscription
      Agreement remain true and correct and authorize the release by the Escrow Agent
      of the funds and documents to be released at the Closing as described in the
      Escrow Agreement. This Release Notice shall not be effective until executed
      by
      the Company and the Purchaser. 

     

    This
      Release Notice may be signed in one or more counterparts, each of which shall
      be
      deemed an original.

     

    IN
      WITNESS WHEREOF, the undersigned have caused this Release Notice to be duly
      executed and delivered as of this 26th
      day of
      March 2007.

     

     

    
      	
              MED-TECH
                SOLUTIONS, INC.

               

               

            
	
              By:
                /s/
                Mark A. McLeary

              
                

              

              Name:
                Mark A. McLeary

              Title:
                Chief Executive Officer

            


    

    


     

     

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    [SIGNATURE
      PAGE OF PURCHASERS TO MDTU RELEASE]

     

     

    Name
      of
      Purchaser: __________________________

    Signature
      of Authorized Signatory of Purchaser:
      __________________________

    Name
      of
      Authorized Signatory: _________________________

    Title
      of
      Authorized Signatory: __________________________

    


    


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      PAGE OF PURCHASERS FOLLOWS]