Escrow Agreement for LLC Transfer Certificates

							            Escrow Agreement for LLC Transfer Certificates
1. Names

   _____________ (Seller), ____________ (Buyer), and ______________ (Escrow
   Agent) agree to the following escrow arrangements.

2. Delivery of LLC Transfer Certificates

   Seller will deliver to Escrow Agent the following LLC transfer certificates for
   ____________ , a(n) ______________ limited liability company:

   Certificate Number          Name of Transferor

   ___________________         __________________________________________

   ___________________         __________________________________________

3. Establishment of Escrow

   Escrow Agent will accept and hold the LLC transfer certificates according to the
   terms of this agreement.

4. Delivery of LLC Transfer Certificates by Escrow Agent as Directed by Buyer
   and Seller, or by Court Order

   Seller and Buyer agree that Buyer will be entitled to receive the LLC transfer
   certificates when all payments have been made to Seller under the promissory note
   that Buyer signed today in connection with purchase of the business. If Buyer defaults
   on that note, Seller will be entitled to a return of the transfer certificates.

   Escrow Agent, however, will not deliver the transfer certificates to either Seller or
   Buyer except as directed by a distribution letter from both, or by a final arbitration
   award or court order as described below.

   If Buyer and Seller furnish a signed distribution letter to Escrow Agent, Escrow
   Agent will deliver the transfer certificates as the letter directs.

   Similarly, Escrow Agent will deliver the transfer certificates as directed by a final
   arbitration award or court order that is no longer subject to appeal or stay.
   After delivery of the transfer certificates to the Seller or Buyer, the party not
   receiving the transfer certificates will have no further rights to them.

5. Rights When Buyer Is Not in Default

   While the LLC transfer certificates are on deposit with Escrow Agent and as long as
   Buyer is not in default under the promissory note and security agreement signed by
   Buyer today, Buyer will have the full right to operate the business of the company but
   may not sell it or encumber its assets.

6. No Judgment to Be Exercised by Escrow Agent

   The Escrow Agent will make no independent judgment about whether or not Buyer is
   in default.

7. Restrictions on Buyer

   As long as any of Buyer's obligations stated in the promissory note or security
   agreement remain unsatisfied, the Buyer will not permit the limited liability company
   to participate in a merger or consolidation, or to issue any additional member or
   ownership interests, or grant any option for the purchase of such membership or
   ownership interests.

8. Termination of Escrow

   The escrow will end when Escrow Agent no longer holds the LLC transfer
   certificates and the parties have paid Escrow Agent all amounts for which they are
   responsible. The parties will share equally Escrow Agent's fees.

9. Conduct of Escrow Agent

   Escrow Agent will:

   A. Not be liable for any action taken by Escrow Agent in good faith and without
       negligence.

   B. Be able to refrain from any action under this agreement if Escrow Agent knows of
       a disagreement between the parties regarding any material facts or the happening
       of any event contemplated by this agreement.
10. Additional Documents

   The parties will, at the request of any other party, sign any agreements or documents
   consistent with this agreement that are necessary to consummate the transactions
   contemplated in this agreement.

11. Notices

   Any required or permitted notice will be deemed given to a party if sent by first-class
   mail to the party at the address following the party's signature.

12. Successors and Assignees

   This agreement binds and benefits the heirs, successors, and assignees of the parties.

13. Governing Law

   This agreement will be governed by and construed in accordance with the laws of the
   State of ________________.

14. Modification

   This agreement may be modified only by a writing signed by all parties.

15. Waiver

   If any party waives any provision of this agreement at any time, that waiver will only
   be effective for the specific instance and purpose for which that waiver was given. If
   any party fails to exercise or delays exercising any of its rights or remedies under this
   agreement, that party retains the right to enforce that term or provision at a later time.

16. Severability

   If a court determines that any provision of this agreement is invalid or unenforceable,
   any invalidity or unenforceability will affect only that provision. Such provision may
   be modified, amended, or limited only to the extent necessary to make it valid and
   enforceable.

SELLER



____________________________________
Printed name: __________________

Address: ___________________________
         ___________________________

Dated: _____________



BUYER



____________________________________

Printed name: __________________

Address: ___________________________
         ___________________________

Dated: _____________



ESCROW AGENT



____________________________________

Printed name: __________________

Address: ___________________________
         ___________________________

Dated: _____________