Unassociated Document


    ESCROW
      AGREEMENT 

    


    This
      ESCROW AGREEMENT (the “Agreement”),
      dated
      as of December 15, 2006 (the “Effective
      Date”),
      is
      made by and among Scott John Paul Worsnop, an individual (“Mr.
      Worsnop”),
      Handheld Entertainment, Inc., a Delaware corporation (“Handheld”)
      and
      Niesar Curls Bartling & Whyte, LLP, a California limited liability
      partnership, as escrow agent (the “Escrow
      Agent”).

     

    R
      E C
      I T A L S:

     

    WHEREAS,
      Mr. Worsnop and Handheld are parties to that certain Asset Purchase Agreement,
      dated as of December 15, 2006 (the “Purchase
      Agreement”),
      pursuant to which Handheld will purchase, and Mr. Worsnop will sell, one hundred
      percent (100%) of the assets and business interests in Yourdailymedia.com,
      which
      is entirely owned by Mr. Worsnop;

     

    WHEREAS,
      Article 7 of the Purchase Agreement provides for the indemnification of Handheld
      by Mr. Worsnop from certain losses that may be incurred by it; and

     

    WHEREAS,
      consummation of the Purchase Agreement is conditioned upon the execution and
      delivery of this Agreement and this Agreement is an essential part of the
      consideration for which Handheld is willing to enter into the Purchase Agreement
      and to consummate the transactions contemplated thereby.

     

    NOW,
      THEREFORE, in consideration of the foregoing premises, and for other good and
      valuable consideration, the receipt and adequacy of which is hereby
      acknowledged, it is hereby agreed as follows:

     

    1. Appointment
      of Escrow Agent.
      

     

    (a) The
      parties hereto hereby designate and appoint the Escrow Agent as escrow agent
      to
      act in accordance with the terms of this Agreement, and the Escrow Agent agrees
      to act as such escrow agent on the terms, conditions and provisions provided
      in
      this Agreement. 

     

    (b) On
      or
      before the Effective Date, Handheld will deposit:

     

    (i) Twenty
      Five Thousand Dollars ($25,000.00) in cash (the “Escrow
      Amount”)
      with
      the Escrow Agent for the account of Mr. Worsnop. The Escrow Amount, together
      with any interest accrued thereon, shall be hereinafter referred to as the
      “Escrow
      Account.”
The
      Escrow Agent shall hold, administer, distribute and dispose of the Escrow
      Account in accordance with the terms and conditions of this Agreement;


     

    2. Escrow
      Account.
      

     

    (a) The
      Escrow Agent shall establish the Escrow Account as an Attorney Trust Account
      with such bank with offices in San Francisco, California, as it shall deem
      appropriate. Gerald V. Niesar shall be the only signatory on the Escrow Account.
      The Escrow Agent shall provide each of Handheld and Mr. Worsnop with complete
      information concerning the Escrow Account, including a telephone access code
      allowing each to determine the balance of the Escrow Account on any banking
      day.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    3. Payments
      From Escrow.
      The
      Escrow Agent shall hold the Escrow Account in accordance with this Agreement
      and
      shall make payments from the Escrow Account only as provided by Sections 3
      and 4
      hereof or as further directed in writing by both Mr. Worsnop and
      Handheld:

     

    (a) In
      the
      event the Escrow Agent is duly instructed to disburse funds from the Escrow
      Account to any party, (i) the Escrow Agent shall disburse such funds by mailing
      a check to such party at the address set forth in the instruction; or (ii)
      if
      the Escrow Agent is instructed to transfer funds from the Escrow Account to
      any
      bank for the account of any party, the Escrow Agent shall disburse such funds
      by
      electronic transfer; provided, however, that the Escrow Agent may require the
      party issuing the instruction to agree to appropriate security procedures to
      verify that the instruction is that of such issuing party;

     

    (b) Handheld
      shall be paid such amounts as are authorized to be paid to Handheld pursuant
      to
      Section 4 below.

     

    (c) Four
      (4)
      months following the Effective Date, Mr. Worsnop shall be paid an amount equal
      to the entire Unclaimed Deposit (as hereinafter defined). For purposes of this
      agreement, the “Unclaimed
      Deposit”
shall
      mean the entire balance of the Escrow Account then remaining, minus the
      aggregate of the then existing Claim Reserves for Open Claims and any interest
      accrued thereon. 

     

    (d) Within
      two banking days of the Escrow Agent’s having received a copy of a Final
      Determination (as hereinafter defined) for an Open Claim, the amount payable
      to
      Handheld under the Final Determination for such Open Claim shall be paid to
      Handheld from the Claim Reserve for such Open Claim and the balance of such
      Claim Reserve shall then be paid to Mr. Worsnop, to the extent authorized in
      Section 4 below.

     

    (e) Within
      two banking days of the Escrow Agent’s having received a joint written
      instruction by Handheld and Mr. Worsnop that an Open Claim is no longer
      disputed, the Escrow Agent shall pay the Claim Reserve for such Open Claim
      plus
      any interest accrued thereon to Mr. Worsnop; provided, however that if the
      date
      set forth in Section 3(c) has not yet passed, such portion of the Claim Reserve
      plus any interest accrued thereon shall simply cease to be a reserved portion
      of
      the Escrow Account. 

     

    4. Handheld
      Claims.
      The
      procedure for payments from the Escrow Account shall be as follows:

     

    (a) From
      time
      to time prior to the date identified in Section 3(c) above as Handheld
      determines that it is entitled to an indemnification payment under Article
      VII
      of the Purchase Agreement, it may request payment from the Escrow Account by
      giving written notice of its claim to the Escrow Agent and Mr. Worsnop in
      accordance with the provisions of Section 13 below, certifying in such notice
      (i) the nature of the claim, (ii) the amount thereof if then ascertainable
      and,
      if not then ascertainable, the estimated maximum amount thereof (provided
      however, that Handheld shall provide the Escrow Agent with a specific amount),
      (iii) provisions in the Purchase Agreement on which the claim is based, (iv)
      that such request for payment is being made in good faith, and (v) that notice
      of Handheld’s request for indemnification has been provided to Mr. Worsnop in
      accordance with Article VII of the Purchase Agreement (a “Claim
      Notice”).

     


    
      
        
        

      

      
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    (b) If
      the
      Escrow Agent has not received written objection to a Claim Notice given by
      Handheld in accordance with the preceding Section 4(a) from Mr. Worsnop within
      twenty (20) days after receipt by the Escrow Agent of the Claim Notice of such
      claim from Handheld, the Escrow Agent shall promptly thereafter pay to Handheld,
      in the manner specified in the Claim Notice, from the Escrow Account the amount
      of such claim to the extent of the funds in the Escrow Account, plus any
      interest accrued on such amount through the date of payment. 

     

    (c) If
      within
      said twenty (20) days the Escrow Agent shall have received from Mr. Worsnop
      an
      objection to the claim by Handheld, certifying the nature of and grounds for
      such objection and that such objection is being made in good faith (a copy
      of
      which shall in each case be sent to Handheld by Mr. Worsnop in accordance with
      the provisions of Section 13 below), then such claim shall be deemed to be
      an
“Open
      Claim”
and
      the
      Escrow Agent shall reserve within the Escrow Account an amount equal to the
      amount of the Open Claim (which amount for each Open Claim is referred to herein
      as the “Claim
      Reserve”).

     

    (d) The
      amount constituting the Claim Reserve for each Open Claim shall be paid by
      the
      Escrow Agent from the Escrow Account to Handheld only either (i) in accordance
      with a joint written instruction by Handheld and Mr. Worsnop or (ii) if and
      to
      the extent consistent with either (A) a certified copy of a final order, decree
      or judgment from a court of competent jurisdiction pertaining to the Open Claim
      or (B) a certified copy of a final result, determination, finding, judgment
      and/or award from an arbitrator pertaining to the Open Claim, sent to the Escrow
      Agent by Handheld (a “Final
      Determination”),
      and
      any portion of the Claim Reserve for such Open Claim not so required to be
      paid
      to Handheld shall be paid by the Escrow Agent to Mr. Worsnop in accordance
      with
      Section 3(c) or Section 3(d) above and such Claim Reserve shall be reduced
      to
      zero; provided, however that if the date set forth in Section 3(c) has not
      yet
      passed, such portion of the Claim Reserve shall simply cease to be a reserved
      portion of the Escrow Account.

     

    5. Termination.
      

     

    (a) This
      Agreement shall terminate on the earliest to occur of:

     

    (i) the
      date
      on which the Escrow Agent shall have been notified in writing by Handheld and
      Mr. Worsnop that this Agreement shall be terminated; or

     

    (ii) the
      date
      on which the Escrow Agent shall have delivered the entire Escrow Account to
      Handheld or Mr. Worsnop in accordance with the provisions of Sections 3(c),
      3(d)
      or 4.

     

    (b) Upon
      termination of this Agreement as set forth in this Section 5, the Escrow Agent
      shall be discharged from all further obligations or responsibilities
      hereunder.

     


    
      
        
        

      

      
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    6. Duties
      of Escrow Agent.
      

     

    (a) The
      instructions of the parties set forth herein are irrevocable, and the Escrow
      Agent shall act only in accordance with such instructions and in any amendment
      or amendments executed by all parties hereto and not in accordance with any
      contrary instructions from any third person. The duties and obligations of
      the
      Escrow Agent shall be determined solely by the express provisions of this
      Agreement, and the Escrow Agent shall not be liable except for the performance
      of its duties and obligations as are specifically set forth herein.

     

    (b) The
      Escrow Agent shall provide to Mr. Worsnop and Handheld monthly statements
      reflecting the balance of the Escrow Account and the interest earned thereon.
      In
      addition, the Escrow Agent shall forward all account records or statements
      related to the Escrow Account to Handheld and Mr. Worsnop promptly upon receipt
      of the same. The Escrow Agent shall deliver to Handheld and Mr. Worsnop, upon
      final disbursement, a complete accounting of all transactions relating to this
      Agreement. 

     

    7. Liability
      of Escrow Agent.
      In
      order to induce the Escrow Agent to act as escrow agent hereunder, the parties
      hereto agree that: 

     

    (a) The
      Escrow Agent shall not be responsible for or be required to enforce any of
      the
      terms or conditions of the Purchase Agreement or any other agreement
      between Handheld
      and Mr. Worsnop.

     

    (b) The
      Escrow Agent shall not be responsible or liable in any manner whatsoever for
      the
      performance of or by Handheld and Mr. Worsnop of their respective obligations
      under this Agreement nor shall the Escrow Agent be responsible or liable in
      any
      manner whatsoever for the failure of the other parties to this Escrow Agreement
      or of any third party to honor any of the provisions of this Escrow
      Agreement.

     

    (c) The
      parties hereto represent to the Escrow Agent that they are authorized to enter
      into the Escrow Agreement by their duly authorized representatives and that
      the
      Escrow Agent is entitled to rely on this representation without the need to
      confirm the authority of the representatives.

     

    (d) The
      duties and obligations of the Escrow Agent shall be limited to and determined
      solely by the express provisions of this Escrow Agreement and no implied duties
      or obligations shall be read into this Escrow Agreement against the Escrow
      Agent.

     

    (e) The
      Escrow Agent is not bound by and is under no duty to inquire into the terms
      or
      validity of any other agreements or documents, including any agreements or
      documents which may be related to, referred to in or deposited with the Escrow
      Agent in connection with this Escrow Agreement.

     

    (f) The
      Escrow Agent shall not be liable for any act which the Escrow Agent may do
      or
      omit to do hereunder while acting in good faith, unless caused by or arising
      from its own gross negligence, willful misconduct or failure to act in good
      faith. 

     


    
      
        
        

      

      
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    (g) It
      is
      understood that all checks received by the Escrow Agent hereunder are subject
      to
      clearance time and the funds represented thereby cannot be drawn upon or
      disbursed until such time as the same constitute good and collected funds.
      If
      any checks are returned to the Escrow Agent as uncollectible, the Escrow Agent
      shall notify the party on whose account the check was drawn and redeposit such
      check for collection upon the verbal instructions of such party. Notwithstanding
      the foregoing, if for any reason any check or instrument entered for collection
      by the Escrow Agent hereunder is uncollectible after payment of the funds
      represented thereby has been made pursuant to the terms hereof, the party on
      whose account the check was drawn shall immediately reimburse of the Escrow
      Agent and the Escrow Agent shall deliver the returned check or instrument to
      such party.

     

    (h) Neither
      this Escrow Agreement, nor any other agreement between Handheld, Mr. Worsnop,
      and the Escrow Agent shall be deemed to create a joint venture between the
      Escrow Agent and Handheld or Mr. Worsnop. Nor shall the Escrow Agent be
      considered the alter ego of Handheld or Mr. Worsnop by virtue of this Agreement,
      or any other agreement.

     

    (i) the
      Escrow Agent shall not in any way be bound or affected by any amendment or
      modification of this Agreement, unless the same shall have been agreed to in
      writing by the Escrow Agent;

     

    (j) the
      Escrow Agent shall not be under any duty to give the property held hereunder
      any
      greater degree of care than it gives its own similar property;

     

    (k) the
      Escrow Agent may act in reliance upon and shall incur no liability for or in
      respect of any action taken or omitted to be taken or anything suffered by
      it in
      reliance upon, any notice, direction, consent, certificate, affidavit, statement
      or other paper or document reasonably believed by the Escrow Agent to be genuine
      and to have been presented or signed by the proper party or
      parties;

     

    (l) the
      Escrow Agent shall not at any time be under any duty or responsibility to make
      a
      determination of any facts contained in any certificate delivered pursuant
      hereto or to make any independent verification of the statements or signatures
      in such certificate or amounts delivered thereby. The Escrow Agent shall not
      be
      responsible for any failure by Handheld or Mr. Worsnop to comply with any of
      their respective covenants contained in this Agreement, the Purchase Agreement
      or any other agreement;

     

    (m) the
      Escrow Agent shall be under no duty or obligation to take any legal action
      in
      connection with this Agreement or to enforce, through the institution of legal
      proceedings or otherwise, any of its rights as Escrow Agent hereunder or any
      rights of any other party hereto pursuant to this Escrow Agreement or any other
      agreement, nor shall it be required to defend any action or legal proceeding
      which, in its opinion, would or might involve the Escrow Agent in any cost,
      expense, loss or liability;

     

    (n) the
      Escrow Agent may engage or be interested in any financial or other transaction
      with the parties hereunder as freely as if it were not the Escrow Agent
      hereunder;

     


    
      
        
        

      

      
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    (o) the
      Escrow Agent shall be entitled to rely upon advice of counsel (the cost of
      which
      shall be borne by Handheld and Mr. Worsnop) of its choosing in reference to
      any
      matter connected herewith, and shall have full and complete authorization and
      protection for any action taken or suffered by it hereunder in good faith and
      in
      accordance with the opinion of such counsel and shall not be liable for any
      mistake of fact or error of judgment, or for any acts or omissions of any kind
      unless caused by its willful misconduct, gross negligence or failure to act
      in
      good faith;

     

    (p) notwithstanding
      anything to the contrary contained herein, if the Escrow Agent shall be
      uncertain as to its duties or rights hereunder, shall receive any notice,
      advice, direction, or other document from any other party with respect to this
      Agreement which, in its opinion, is in conflict with any of the provisions
      of
      this Agreement, or should be advised that a dispute has arisen with respect
      to
      the payment, ownership, or right of possession of or to the Escrow Account
      or
      any interest on the Escrow Account or any part thereof (or as to the delivery,
      non-delivery, or content of any notice, advice, direction or other document),
      the Escrow Agent shall be entitled (but not obligated), without liability to
      anyone, to refrain from taking any action other than to use its best efforts
      to
      keep safely the Escrow Account until the Escrow Agent shall be directed
      otherwise in writing by the other parties hereto or by an order, decree or
      judgment of a court of competent jurisdiction which has been finally affirmed
      on
      appeal or which by lapse of time or otherwise is no longer subject to appeal,
      but the Escrow Agent shall be under no duty to institute or to defend any
      proceeding, although it may institute or defend such proceedings;

     

    (q) Handheld
      and Mr. Worsnop hereby authorize the Escrow Agent, if the Escrow Agent is
      threatened with litigation or is sued, to interplead all interested parties
      in
      any court of competent jurisdiction and to deposit the Escrow Account with
      the
      clerk of that court; and

     

    (r) this
      Agreement sets forth exclusively the duties of the Escrow Agent with respect
      to
      any and all matters pertinent hereto and no implied duties or obligations shall
      be read into this Agreement against the Escrow Agent.

     

    8. Indemnification.
      

     

    (a) Handheld
      and Mr. Worsnop each covenant and agree to indemnify and hold harmless the
      Escrow Agent against any costs or expenses (including attorneys’ fees and
      expenses), judgments, fines, losses, claims, damages, liabilities and amounts
      paid in settlement in connection with any claim, action, suit, proceeding or
      investigation arising out of or pertaining to this Agreement, and in the event
      of any such claim, action, suit, proceeding or investigation: (i) Handheld
      and
      Mr. Worsnop shall each pay the reasonable fees and expenses of counsel selected
      by the Escrow Agent, promptly as statements therefor are received; and (ii)
      Handheld and Mr. Worsnop will cooperate in the defense of any such matter;
      except that Handheld and Mr. Worsnop shall not have any obligation to indemnify
      the Escrow Agent against any cost, expense, judgment, fine, loss, claim, damage,
      liability or settlement amount arising out of or pertaining to this Agreement
      arising from the Escrow Agent’s own gross negligence, willful misconduct or
      failure to act in good faith. The obligations of Handheld and Mr. Worsnop under
      this paragraph shall survive: (i) the delivery of the Escrow Account or any
      interest on the Escrow Account pursuant to this Agreement; (ii) the termination
      of this Agreement; and (iii) the resignation or removal of the Escrow Agent.
      In
      the event Handheld or Mr. Worsnop makes any payment pursuant to this Section
      8,
      the party making the payment shall have the right to seek contribution from
      the
      other party in the amount of 50% of the amount so paid.

     


    
      
        
        

      

      
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    (b) Handheld
      and Mr. Worsnop jointly and severally agree to assume any and all obligations
      imposed now or hereafter by any applicable tax law with respect to the payment
      of the Escrow Account under this Agreement, and to indemnify and hold the Escrow
      Agent harmless from and against any taxes, additions for late payment, interest,
      penalties and other expenses that may be assessed against the Escrow Agent
      on
      any such payment or other activities under this Agreement. Handheld and Mr.
      Worsnop undertake to instruct the Escrow Agent in writing with respect to the
      Escrow Agent’s responsibility for withholding and other taxes, assessments or
      other governmental charges, certifications and governmental reporting in
      connection with its acting as Escrow Agent under this Agreement. Handheld and
      Mr. Worsnop, jointly and severally, agree to indemnify and hold the Escrow
      Agent
      harmless from any liability on account of taxes, assessments or other
      governmental charges, including without limitation the withholding or deduction
      or the failure to obtain proper certifications or to properly report to
      governmental authorities, to which the Escrow Agent may be or become subject
      in
      connection with or which arises out of this Agreement, including costs and
      expenses (including reasonable legal fees), interest and penalties.


     

    9. Resignation.
      The
      Escrow Agent may at any time resign as Escrow Agent by mailing written notice
      to
      Handheld and Mr. Worsnop of such intention on its part, specifying the date
      on
      which its desired resignation shall become effective, with such resignation
      being effective upon Escrow Agent’s delivery of the Escrow Account to any
      successor Escrow Agent designated by Handheld and Mr. Worsnop in writing or
      by
      any court of competent jurisdiction as provided below. Upon receiving such
      notice of resignation, Handheld and Mr. Worsnop shall promptly appoint a
      successor escrow agent by written instrument signed on behalf of Handheld and
      Mr. Worsnop, one copy of which shall be delivered to each of the resigning
      Escrow Agent and the successor escrow agent. If Handheld and Mr. Worsnop shall
      fail to make such appointment within a period of thirty (30) days after they
      have been notified in writing of such resignation by the resigning Escrow Agent,
      then the resigning Escrow Agent may apply to any court of competent jurisdiction
      in the State of California for the appointment of a successor escrow agent.
      Such
      resignation shall become effective upon the acceptance of the appointment by
      the
      successor escrow agent as provided in this Section 9. Upon resignation, the
      Escrow Agent shall be entitled to payment by Handheld and Mr. Worsnop of any
      amounts then due it hereunder. Any successor escrow agent shall have all the
      rights, obligations and immunities of the Escrow Agent set forth
      herein.

     

    10. Assignment.
      This
      Agreement and all of the provisions hereof shall be binding upon and inure
      to
      the benefit of the parties hereto and their respective successors and permitted
      assigns, but except as set forth in Section 9, neither this Agreement nor any
      of
      the rights, interests or obligations hereunder shall be assigned by any of
      the
      parties hereto without the prior written consent of the other parties, nor
      is
      this Agreement intended to confer upon any other person except the parties
      hereto any rights or remedies hereunder.

     


    
      
        
        

      

      
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    11. Banking
      Days.
      If any
      date on which the Escrow Agent is required to make a delivery pursuant to the
      provisions hereof is not a banking day, then the Escrow Agent shall make such
      delivery on the next succeeding banking day.

     

    12. Escrow
      Costs.
      The
      fees, costs and expenses payable to the Escrow Agent hereunder shall be borne
      by
      Handheld. The Escrow Agent shall not collect any fee from the Escrow Account.
      In
      consideration for services rendered in connection with this Agreement, the
      Escrow Agent shall be compensated in accordance with the hourly billing rate
      which is customarily paid for Escrow Agent’s legal services. Handheld hereby
      agrees that it is Handheld’s obligation to compensate Escrow Agent in accordance
      with this Section 12 for services rendered in connection with this
      Agreement.

     

    13. Miscellaneous.

     

    (a) Notices.
      All notices, demands or other communications to be given or delivered under
      or
      by reason of the provisions of this Agreement shall be in writing and shall
      be
      deemed to have been given (i) when delivered personally to the recipient, (ii)
      when sent to the recipient by telecopy (receipt electronically confirmed by
      sender’s telecopy machine) if during normal business hours of the recipient,
      otherwise on the next Business Day, (iii) one Business Day after the date when
      sent to the recipient by reputable express courier service (charges prepaid),
      or
      (iv) seven Business Days after the date when mailed to the recipient by
      certified or registered mail, return receipt requested and postage prepaid.
      Such
      notices, demands and other communications shall be sent to Handheld, Mr.
      Worsnop, or the Escrow Agent at the addresses indicated below:

     

    
      	
              If
                to Handheld:

            	
              Handheld
                Entertainment, Inc.

              Attn:
                Jeff Oscodar, President

              539
                Bryant Street, Suite 403

              San
                Francisco, CA 94107

              Fax:
                (415) 358-4865

               

            
	
              With
                a copy to: 

              (which
                shall not constitute notice)

            	
              Niesar
                Curls Bartling & Whyte LLP

              90
                New Montgomery Street, 9th
                Floor

              San
                Francisco, CA 94105

              Attn:
                Gerald V. Niesar, Esq.

              Fax:
                (415) 882-5400

               

            
	
              If
                to Mr. Worsnop:

            	
              Scott
                John Paul Worsnop

              Scott
                Worsnop

              calle
                Nicaragua 10

              Javea,
                03730

              Alicante

              Spain

              Fax:
                +34 96 646 0124

               

            


    

     

    
      
        
        

      

      
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              With
                a copy to: 

              (which
                shall not constitute notice)

               

            	
              Lupton
                Fawcett, LLP 

              ATTN:
                Andrew Francey

              Yorkshire
                House

              East
                Parade

              Leeds

              LS1
                5BD

              England

              Fax:
                0044113 280 2163

               

              And
                

               

              Parkhill
                Venture Counsel

              ATTN:
                Jay Parkhill

              1283
                Arguello Blvd

              San
                Francisco, CA 94122

              Fax:
                (415) 681-8544

               

            
	
              If
                to the Escrow Agent:

            	
              Niesar
                Curls Bartling & Whyte LLP

              90
                New Montgomery Street, 9th
                Floor

              San
                Francisco, CA 94105

              Attn:
                Gerald V. Niesar, Esq.

               

              Fax:
                (415) 882-5400

            


    

    


    or
      to
      such other address as either party hereto may, from time to time, designate
      in
      writing delivered pursuant to the terms of this Section.

    


     

    (b) Amendment
      and Modification. This Agreement may be amended, modified or supplemented only
      by written agreement of each of the parties hereto.

     

    (c) Conflict
      with Purchase Agreement. If any conflict should arise between this Agreement
      and
      the Purchase Agreement, the terms of the Purchase Agreement shall control.
      

     

    (d) Governing
      Law. This Agreement shall be governed by the laws of the State of California
      (regardless of the laws that might otherwise govern under applicable California
      principles of conflicts of law) as to all matters, including but not limited
      to
      matters of validity, construction, effect, performance and remedies, and such
      operating circulars of any Federal Reserve Bank, federal laws and regulations,
      funds transfer system rules and general commercial bank practices applicable
      to
      funds transfer and related activities.

     

    (e) Counterparts.
      This Agreement may be executed in two or more counterparts, each of which shall
      be deemed to be an original, but all of which together shall constitute one
      and
      the same instrument.

     

    (f) Interpretation.
      The section headings contained in this Agreement are solely for the purpose
      of
      reference, are not part of this Agreement and shall not in any way effect the
      meaning or interpretation of this Agreement. 

     


    
      
        
        

      

      
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    (g) Entire
      Agreement. This Agreement, including the exhibit attached hereto, together
      with
      the Purchase Agreement embody the entire agreement and understanding of the
      parties hereto in respect of the subject matter hereof. There are no
      restrictions, promises, representations, warranties, covenants or undertakings,
      other than those expressly set forth or referred to herein or
      therein.

     

    


    [SIGNATURES
      ON FOLLOWING PAGE]

     


    
      
        
        

      

      
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    IN
      WITNESS WHEREOF, the undersigned have executed this Escrow Agreement as of
      the
      Effective Date.

    


     

    
      	
               

              HANDHELD
                ENTERTAINMENT, INC.

               

              /s/
                Jeff
                Oscodar                                        
                

              Signature

              Name:
                Jeff Oscodar

              Title:
                President & CEO

            	
               

              SCOTT
                JOHN PAUL WORSNOP

               

              /s/
                Scott John Paul
                Worsnop                   
                

               

            
	
               

               

               

               

            	
               

              ESCROW
                AGENT - 

               

              /s/
                Niesar Curls Bartling & Whyte LLP

              by
                Gerald V.
                Niesar                                    
                

              Signature

              Name:
                Gerald V. Niesar

              Title:
                Partner

            


    

    


    
      
        
        

      

      
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