Escrow Agreement


    Exhibit
      10.18

     

    ESCROW
      AGREEMENT

     

    This
      Escrow Agreement (the “Agreement”) is dated as of _____________, 2007 and is
      made by and among Palm Desert National Bank (the “Escrow Agent”), US Euro
      Securities, Inc., a California Corporation (the “Underwriter”), and U.S. Dry
      Cleaning Corporation, a Delaware corporation (the “Company”).

     

    WHEREAS,
      the
      Company proposes to issue up to 3,000,000 units (the “Units”) for aggregate
      proceeds of $7,500,000 (the “Maximum Amount”), each Unit consisting of one share
      of the common stock of the Company and one redeemable common stock purchase
      warrant, in a public offering on a best efforts basis, at the purchase price
      of
      $2.50 per Unit (the “Offering”);

     

    WHEREAS,
      the
      terms of the Offering provide that all proceeds received from the Offering
      will
      be placed into a non-interest-bearing escrow account and not be released to
      the
      Company until at least the minimum offering amount of 1,500,000 Units, for
      aggregate proceeds of $3,750,000 (the “Minimum Amount”), are subscribed for and
      paid for by the investors (the “Subscribers”) during the time period prescribed
      for the Offering; and

     

    WHEREAS,
      the
      Company and the Underwriter desire that the Escrow Agent be engaged for the
      purpose of receiving, depositing, and holding in a segregated account all funds
      received (the “Proceeds”) from the Subscribers in connection with the Offering
      until such time as such funds are to be released to the Company, the
      Underwriter, or returned to the Subscribers pursuant to the terms of this
      Agreement.

     

    NOW,
      THEREFORE,
      it is
      agreed as follows:

     

    Section
      1. Appointment
      of Escrow Agent

     

    The
      Company hereby appoints the Escrow Agent as escrow agent and custodian for
      the
      purposes of this Agreement, and the Escrow Agent accepts such appointment,
      each
      upon the terms and subject to the conditions set forth in this
      Agreement.

     

    Section
      2. Establishment
      of Escrow Account

     

    The
      Escrow Agent shall, prior to the effective date of the Offering, cause to be
      opened a fully segregated, escrow account entitled “Palm Desert National Bank
      for the benefit of U.S. Dry Cleaning Corporation Public Offering Escrow Account”
(the “Escrow Account”) for the purpose of holding in trust all Proceeds on
      behalf of the Company, the Underwriter, and the Subscribers. Checks and wires
      may come in with unintentional variations on this name such as, PDNB f/b/o
      USDC
      or USDC IPO Account or USDC Escrow Account. Any of these names will be deemed
      acceptable with reference to Sections 3 and Section 4 of this Agreement. The
      Escrow Agent shall invest funds in a non-interest-bearing Palm Desert National
      Bank Account, which is FDIC insured "to
      the fullest extent of the law.".
      Company
      acknowledges that the Palm Desert National Bank deposit account is designed
      to
      meet the needs of escrow and other corporate trust customers of Palm Desert
      National Bank.

     

    
      
        
        

      

      
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    Section
      3. Deposits

     

    (a) The
      Escrow Agent shall deposit the Proceeds in the Escrow Account on the terms
      and
      conditions of this Agreement.

     

    (b) Except
      as
      provided herein, the Escrow Agent is not authorized absent the Company’s and the
      Underwriter’s express written consent to accept instructions under this
      Agreement from anyone other than both the Company and the
      Underwriter.

     

    (c) The
      Company and/or its designees shall, in connection with all Proceeds received
      under the Offering, instruct each Subscriber to remit the purchase price in
      the
      form of checks or wire transfers payable to the Escrow Agent. Checks must list
      the name of the Subscriber and the Subscriber’s address and telephone number on
      its face. Checks must be certified if remitted during the last five business
      days of the offering period. Wire transfers shall be made in Federal Funds
      transferred as follows:

     

    Palm
      Desert National Bank

    f/b/o
      US
      Dry Cleaning Corporation Public Offering Escrow Account

    73-745
      El
      Paseo

    Palm
      Desert, CA 92260

    Attn:
      Julie Ortega

    ABA
      #:
      122238585

    Acct
      #:
      001-097040

     

    Wire
      transfers must be accompanied by the name of the Subscriber and the Subscriber’s
      address and telephone number. The Escrow Agent shall deposit promptly into
      the
      Escrow Account all of the Proceeds received in accordance herewith.

    


    (d) The
      Escrow Agent shall furnish to the Company and the Underwriter at least once
      a
      day the following information: (i) a copy of the subscription agreements and
      checks of all Subscribers who have tendered funds; (ii) the proceeds that the
      Escrow Agent has received from each Subscriber, and (iii) how much of the
      proceeds are held in good funds.

     

    (e) The
      Escrow Agent shall notify the Company and the Underwriter of any checks which
      are received by the Escrow Agent that are made payable to a party other than
      the
      Escrow Agent or do not otherwise meet the requirements set forth in Section
      3(c)
      above so that they may contact the Subscriber and take appropriate corrective
      action. If the Escrow Agent does not receive instructions from the Company
      or
      the Underwriter respecting the disposition of said check prior to the close
      of
      business on the fifth business day after notifying the Company and the
      Underwriter of receipt of said check, then the Escrow Agent shall return the
      funds to the prospective Subscriber.

     

    (f) The
      Escrow Agent shall notify the Company and the Underwriter in the event that
      the
      Escrow Agent receives a wire transfer that does not comport with the
      requirements set forth in Section 3(c) above. If the Escrow Agent does not
      receive instructions from the Company or the Underwriter respecting the
      disposition of said wire prior to the close of business on the fifth business
      day after notifying the Company and the Underwriter of receipt of said wire,
      then the Escrow Agent shall return the funds to the prospective
      Subscriber.

     

    
      
        
        

      

      
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    Section
      4. Rejection
      of Subscriptions

     

    Since
      any
      subscriptions shall relate to the offering of the Units pursuant to a
      registration statement declared effective by the Securities and Exchange
      Commission (“SEC”), it will be presumed that all subscriptions received by the
      Escrow Agent will be acceptable to the Company. Notwithstanding the foregoing,
      the terms of the Offering provide that any subscription may be accepted or
      rejected in whole or in part by the Company or the Underwriter. The Escrow
      Agent
      shall furnish to the Company and the Underwriter at least once a week a list
      containing the names and addresses of Subscribers and the number of Units
      subscribed for by each Subscriber. With respect to each subscription which
      is
      rejected, the Company will notify the Underwriter and the Escrow Agent of such
      rejection in writing, and upon receipt of such notification, the Escrow Agent
      will within five business days, assuming the Subscriber’s funds have cleared,
      issue a check in the amount of the rejected Subscriber’s subscription to the
      rejected Subscriber.

     

    Section
      5. Disbursements
      from Proceeds

     

    (a) If
      subscriptions for the Minimum Amount have not been deposited in the Escrow
      Account and accepted by the Company on or before (i) 60 days after the effective
      date of the registration statement filed by the Company in connection with
      the
      Offering, if the Company has not extended the offering period by up to an
      additional 60 days; or (ii) in the event that the Company has extended the
      offering period by up to an additional 60 days, the date on which any such
      extension of the offering period will end as notified by the Company to the
      Escrow Agent; or (iii) the date upon which the Company elects to terminate
      the
      Offering (the “Termination Date”), then upon instruction by the Company as to
      the amounts and recipients of the funds then being held in escrow, the Escrow
      Agent shall terminate the Escrow Account and return the subscription funds
      to
      each Subscriber within five business days thereafter.

     

    (b) Upon
      receipt of (i) at least the Minimum Amount (or such greater amount as the
      Company may direct in writing) and (ii) receipt of the Escrow Release Letter,
      in
      a form substantially similar to Exhibit A attached hereto and incorporated
      herein by this reference, signed by the Company and Underwriter (the “Escrow
      Release Letter”) that funds may be released from escrow, the Escrow Agent shall
      release all of the Proceeds held in the Escrow Account to the Company and the
      Underwriter in accordance with Section 6.

     

    Section
      6. Procedure
      for Disbursement from the Escrow Account

     

    The
      Proceeds held in the Escrow Account shall be subject to and distributed in
      accordance with the following provisions:

     

    (a) The
      Escrow Agent may act in reliance upon any signature believed by it to be
      genuine, and may assume that that any person whose name appears on Schedule
      I,
      who has been designated by the Company and the Underwriter to give any written
      instructions, notice or receipt, or make any statements in connection with
      the
      provisions hereof has been duly authorized to do so. The Escrow Agent shall
      have
      no duty to make inquiry as to the genuineness, accuracy or validity of any
      statements or instructions or any signatures on statements or instructions.
      The
      names and true signatures of each individual authorized to act singly on behalf
      of the Company and the Underwriter are stated in Schedule
      I,
      which is attached hereto and made a part hereof. The Company and the Underwriter
      may each remove or add one or more of its authorized signatories stated in
      Schedule
      I
      by notifying the Escrow Agent in writing of such change in accordance with
      this
      Agreement, which notice shall include the true signature for any new authorized
      signatories.

     

    
      
        
        

      

      
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    (b) If
      by the Termination Date, the Escrow Agent has not received a Escrow Release
      Letter for any particular amounts received from Subscribers and deposited in
      the
      Escrow Account, the Escrow Agent shall refund all of the Subscribers’ funds in
      the Escrow Account to the applicable Subscribers not earlier than five business
      days after the Company and the Underwriter receive written notice from Escrow
      Agent of Escrow Agent’s intent to return such Subscribers’
      funds
      to the applicable Subscribers.

     

    (c) Upon
      satisfaction of the applicable requirements of this Section, the Escrow Agent
      shall transfer by wire or interaccount transfer the Proceeds requested to be
      transferred on such date as directed in the Escrow Release Letter.

     

    (d) The
      Escrow Agent does not have any property interest in the funds deposited in
      the
      Escrow Account (the “Escrowed Property”) but is serving only as escrow holder
      and custodian thereof. Upon request, the Company shall pay or reimburse the
      Escrow Agent for any transfer taxes or other taxes relating to the Escrowed
      Property incurred in connection herewith and shall indemnify and hold harmless
      the Escrow Agent for any amounts that it is obligated to pay in the way of
      such
      taxes. This paragraph shall survive the termination of this Escrow Agreement
      or
      the resignation of the Escrow Agent.

     

    Section
      7. Termination
      of Escrow

     

    The
      Escrow Account will remain open until the earliest to occur of the following:
      (i) the release of the Maximum Amount in accordance with Sections 5 and/or
      6 of
      this Agreement; or (ii) the termination of the Offering by the Company. At
      which
      time, the Agreement shall terminate and the Escrow Agent shall be relieved
      of
      all responsibilities in connection with the Escrowed Property provided for
      in
      this Agreement, except for claims that are occasioned by its negligence, bad
      faith or willful misconduct.

     

    Section
      8. Compensation
      of Escrow Agent.

     

    (a) For
      its
      services hereunder, the Escrow Agent shall be entitled to receive from the
      Company: (i) a fee of $5,000.00 for escrow setup and maintenance upon the
      execution and delivery of this Agreement, and (ii) reimbursement for any
      reasonable out-of-pocket expenses incurred by the Escrow Agent in connection
      with the services provided in accordance with this Agreement and the Escrow
      Agent’s fee schedule.

     

    (b) The
      provisions of this Section shall survive the termination of this Agreement
      and/or the resignation or removal of the Escrow Agent.

     

    
      
        
        

      

      
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    Section
      9. Responsibilities
      of Escrow Agent; Notices

     

    (a) The
      Escrow Agent shall be under no duty to enforce the payment of any subscription
      for which funds are tendered in connection herewith; provided, however, that
      the
      Escrow Agent must inform the Company and Underwriter within five business days
      in the event that any tendered payment is denied or deemed
      uncollectible.

     

    (b) The
      Escrow Agent shall be obligated to perform only such duties as are expressly
      set
      forth in this Agreement. No implied covenants or obligations shall be inferred
      from this Agreement against the Escrow Agent, nor shall the Escrow Agent be
      bound by the provisions of any agreement with the Company beyond the specific
      terms hereof.

     

    (c) The
      Escrow Agent shall not be liable hereunder except for its own gross negligence,
      bad faith, or willful misconduct and the Company agrees to indemnify the Escrow
      Agent and hold it harmless as to any loss, liability, or expense, including
      reasonable attorney’s fees and expenses, incurred without gross negligence, bad
      faith, or willful misconduct on the part of the Escrow Agent and arising out
      of
      or in connection with the Escrow Agent’s duties under this
      Agreement.

     

    (d) The
      Escrow Agent shall be entitled to rely upon any order, judgment, certification,
      instruction, notice, opinion or other writing delivered to it in compliance
      with
      the provisions of this Agreement without being required to determine the
      authenticity or the correctness of any fact stated therein or the propriety
      or
      validity of service thereof. The Escrow Agent may act in reliance upon any
      instrument comporting with the provisions of this Agreement and upon signature
      believed by it to be genuine and may assume that any person purporting to give
      notice or receipt or advice or to make any statement or execute any document
      in
      connection with the provisions hereof has been duly authorized to do
      so.

     

    (e) The
      Escrow Agent may at any time request in writing, an instruction in writing
      from
      the Company and the Underwriter, and may at its own option include in such
      request the course of action that the Escrow Agent proposes to take and the
      date
      on which it proposes to act, regarding any matter arising in connection with
      its
      duties and obligations hereunder. The Escrow Agent shall not be liable for
      acting without the Company’s and the Underwriter’s consent in accordance with
      such a proposal on or after the date specified therein, provided that the
      specified date shall be at least five business days after the Company and the
      Underwriter receives the Escrow Agent’s request for instructions and its
      proposed course of action, and provided that, prior to so acting, the Escrow
      Agent has not received written instructions from the Company and the
      Underwriter.

     

    (f) The
      Escrow Agent may act pursuant to the advice of counsel chosen by it with respect
      to any matter relating to this Agreement.

     

    (g) The
      Escrow Agent shall not be called upon to advise any party as to selling or
      retaining, or taking or refraining from taking any action with respect to any
      securities or other property deposited hereunder.

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    (h) No
      provision of this Agreement shall require the Escrow Agent to expend or risk
      its
      own funds or otherwise incur any financial liability in the performance of
      any
      of its duties hereunder.

     

    (i) The
      Escrow Agent shall be deemed conclusively to have given and delivered any notice
      required to be given or delivered to the Company and the Underwriter if it
      is in
      writing, signed by any one of the Escrow Agent’s authorized officers, five
      business days after it is deposited in the United States Mail, postage paid,
      express, registered or certified mail, return receipt requested, or one business
      day after it is deposited with a recognized national overnight delivery service,
      addressed to the Company and to the Underwriter at:

     

    U.S.
      Dry
      Cleaning Corporation

    125
      Tahquitz Canyon Way, Suite 203

    Palm
      Springs, CA 92262

    Phone:
      (760) 322-7447

    Attention:
      Chief Executive Officer

    


    US
      Euro
      Securities

    Attn:
      Michael Roy Fugler, Chairman

    Penthouse
      Floor

    13661
      Perdido Key Drive

    Perdido
      Key, FL 32507

    Phone:
      (212) 631-7770

    


    (j) The
      Escrow Agent shall be deemed conclusively to have received any notice required
      to be given or delivered to the Escrow Agent if it is in writing, signed by
      any
      one of the authorized officers of the Company or Underwriter, when it is hand
      delivered by an officer of the Company or the Underwriter at or five business
      days after it is deposited in the United States Mail, postage paid, express,
      registered or certified mail, return receipt requested, or one business day
      after it is deposited with a recognized national overnight delivery service,
      addressed to the Escrow Agent at:

     

    Palm
      Desert National Bank

    73-745
      El
      Paseo

    Palm
      Desert, CA 92260

    Attn:
      Julie Ortega

    Phone:
      (760) 674-1447

    


    (k) The
      Escrow Agent hereby accepts its obligations under this Agreement, and represents
      and warrants that the Escrow Agent has the power and legal authority to enter
      into this Agreement and to perform the Escrow Agent’s obligations under this
      Agreement. The Escrow Agent covenants and agrees that all Escrowed Property
      shall be identified as being held in escrow in connection with this Agreement.
      The Escrow Agent further covenants and agrees that all documents and records
      with respect to the matters subject to and transactions contemplated by this
      Agreement will be available, upon reasonable written notice, for examination
      by
      the Company, the SEC or any state securities authorities.

     

    
      
        
        

      

      
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    (l) The
      provisions of this Section shall survive termination of this Agreement and/or
      the resignation or removal of the Escrow Agent.

     

    Section
      10. Resignation
      of Escrow Agent; Successor

     

    Notwithstanding
      anything to the contrary herein, the Escrow Agent may resign at any time by
      giving at least 30 days written notice thereof. The Company may remove the
      Escrow Agent at any time by giving at least 15 days written notice thereof.
      Within ten days after receiving such notice, the Company shall appoint a
      successor escrow agent at which time the Escrow Agent shall either (i)
      distribute as directed by the Escrow Release Letter the funds held in the Escrow
      Account, less the Escrow Agent’s fees, costs and expenses or other obligations
      owed to the Escrow Agent, or (ii) hold such funds pending distribution until
      such fees, costs and expenses or other obligations are paid. If a successor
      escrow agent has not been appointed or has not accepted such appointment by
      the
      end of the ten day period, then the Escrow Agent may apply to a court of
      competent jurisdiction for the appointment of a successor escrow agent or for
      other appropriate relief, and the costs, expenses and reasonable attorneys
      fees
      which the Escrow Agent incurs in connection with such a proceeding shall be
      paid
      by the Company.

     

    Section
      11. Claims
      Respecting Funds in Escrow

     

    In
      the
      event of any dispute or conflicting claims by, between or among the Company
      and/or the Underwriter and/or any other person or entity with respect to any
      Proceeds held in the Escrow Account, the Escrow Agent shall be entitled, at
      its
      sole discretion, to refuse to comply with any and all claims, demands or
      instructions with respect to such Proceeds so long as such dispute or conflict
      shall continue, and the Escrow Agent shall not be or become liable in any way
      to
      the Company for the Escrow Agent’s failure or refusal to comply with such
      conflicting claims, demands or instructions, except to the extent that such
      failure would constitute gross negligence, bad faith or willful misconduct
      on
      the part of the Escrow Agent. The Escrow Agent shall be entitled to refuse
      to
      act until, at its sole discretion, either such conflicting or adverse claims
      or
      demands shall have been finally determined in a court of competent jurisdiction
      or settled by agreement between the conflicting parties as evidenced in writing
      satisfactory to the Escrow Agent, or the Escrow Agent shall have received
      security or an indemnity reasonably satisfactory to the Escrow Agent sufficient
      to hold the Escrow Agent harmless from and against any and all loss, liability
      or expense which the Escrow Agent may incur by reason of the Escrow Agent’s
      acting. The Escrow Agent may in addition elect at its sole discretion to
      commence an interpleader action or seek other judicial relief or order as the
      Escrow Agent may deem necessary.

     

    Section
      12. Dispute
      Resolution

     

    Except
      as
      otherwise provided in this Agreement and except for ancillary measures in aid
      of
      arbitration and for proceedings to obtain provisional remedies and interim
      relief, including, without limitation, injunctive relief, any controversy,
      dispute or claim between the parties hereto arising out of or in connection
      with
      or relating to this Agreement shall be finally settled by arbitration conducted
      expeditiously in accordance with the Commercial Arbitration Rules then in force
      of the American Arbitration Association. The situs for any arbitration shall
      be
      Palm Springs, California.

     

    
      
        
        

      

      
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    Section
      13. Extraordinary
      Expense

     

    (a) It
      is
      understood that fees and usual charges agreed upon for the Escrow Agent’s
      services shall be considered compensation for its services as contemplated
      by
      this Agreement, and if the Escrow Agent renders any service not provided for
      in
      this Agreement, or if there is any assignment of any interest in the subject
      matter of this Agreement by the Company, or if there is any modification of
      this
      Agreement, or if any controversy arises under this Agreement, or if the Escrow
      Agent is made a party to any litigation pertaining to this Agreement or the
      subject matter of this Agreement, then the Escrow Agent shall be reasonably
      compensated for those extraordinary services and shall be reimbursed for all
      costs and expenses occasioned by such services, controversy or litigation and
      the Company hereby promises to pay such sums upon demand.

     

    (b) The
      provisions of this Section shall survive termination of this Agreement and/or
      the resignation or removal of the Escrow Agent.

     

    Section
      14. Governing
      Law; Counterparts

     

    This
      agreement shall be governed by and construed in accordance with the laws of
      the
      State of California without reference to its provisions respecting conflicts
      of
      laws. This Agreement may be executed in counterparts, each of which shall be
      deemed an original and all of which together shall constitute one and the same
      instrument. Each of the Parties hereby waives the right to trial by jury and
      to
      assert counterclaims in any such proceedings. Each Party waives personal service
      of process and consents to service of process by certified or registered mail,
      return receipt requested, directed to it at the address last specified for
      notices hereunder, and such service shall be deemed completed ten calendar
      days
      after the same is so mailed.

     

    Section
      15. Maintenance
      of Record.

     

    The
      Escrow Agent shall maintain accurate records of all transactions hereunder.
      Within three business days after the termination of this Agreement, and as
      may
      from time to time be reasonably requested by the Company or the Underwriter
      before such termination, the Escrow Agent shall provide the Company or the
      Underwriter with a copy of such records, certified by the Escrow Agent to be
      a
      complete and accurate account of all transactions hereunder. The authorized
      representatives of the Company and the Underwriter shall also have access to
      the
      Escrow Agent’s books and records to the extent relating to their duties
      hereunder, during normal business hours and upon reasonable notice to the Escrow
      Agent.

     

    Section
      16. Miscellaneous.

     

    (a) Nothing
      in this Agreement is intended or shall confer upon anyone other than the parties
      any legal or equitable right, remedy or claim.

     

    (b) The
      invalidity of any portion of this Agreement shall not affect the validity of
      the
      remainder hereof.

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    (c) This
      Agreement is the final integration of the agreement of the parties with respect
      to the matters covered by it and supersedes any prior understanding or
      agreement, oral or written, with respect thereto.

     

    (d) The
      rights and obligations of each party hereto may not be assigned or delegated
      to
      any other person without the written consent of the other party hereto. Subject
      to the foregoing, the terms and provisions hereof shall be binding upon and
      inure to the benefit of the parties hereto and their respective successors
      and
      permitted assigns.

     

    (e) Escrow
      Agent shall not incur any liability for not performing any act or fulfilling
      any
      duty, obligation or responsibility hereunder by reason of any occurrence beyond
      the control of Escrow Agent (including but not limited to any act or provision
      of any present or future law or regulation or governmental authority, any act
      of
      God or war, or the unavailability of the Federal Reserve Bank wire or telex
      or
      other wire or communication facility).

     

    (f) In
      the
      event any party hereto shall commence legal proceedings against the other to
      enforce the terms hereof, or to declare rights hereunder, as the result of
      a
      breach of any covenant or condition of this Agreement, the prevailing party
      in
      any such proceeding shall be entitled to recover from the losing party its
      costs
      of suit, including reasonable attorneys' fees, as may be fixed by the
      court.

     

    (g) The
      section headings in this Agreement are for the convenience of the parties only,
      and in no way alter, modify, amend, limit or restrict the contractual
      obligations of the parties hereto.

     

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

     

    

      
        	
                US
                  Euro Securities, Inc.

              	 	
                U.S.
                  Dry Cleaning Corporation

              
	 	 	 	 	 
	
                By:

              	____________________________________	 	
                By:

              	__________________________________
	 	
                Name:
                  Michael Roy Fugler

              	 	 	
                Name:
                  Robert Y. Lee

              
	 	
                Title:
                  Chairman U.S.
                  Dry Cleaning Corporation

              	 	 	
                Title:
                  Chief Executive Officer

              
	 	 	 	 	 
	
                PALM
                  DESERT NATIONAL BANK

              	 	 	 
	
                as
                  Escrow Agent

              	 	 	 
	 	 	 	 	 
	
                By:

              	_______________________________	 	 	 
	 	
                Name:
                  Julie K. Ortega

              	 	 	 
	 	
                Title:
                  Senior Vice President & Chief Compliance Officer

              	 	 	 


      




    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

    Schedule
      I

    The
      Escrow Agent is authorized to accept instructions signed or believed by the
      Escrow Agent to be signed by any one of the following on behalf of the Company
      and the Underwriter. 

    


    U.S.
      DRY CLEANING CORPORATION, INC.

     

    
      
        	
                Name

              	 	
                True
                  Signature

              
	 	 	 
	 	 	 
	 	 	 
	
                Robert
                  Y. Lee

              	 	_______________________________


      



    


    US
      EURO SECURITIES, INC.

    


    
      	
              Name

            	 	
              True
                Signature

            
	 	 	 
	 	 	 
	 	 	 
	
              Michael
                Roy Fugler