Form of Escrow Agreement – Digital Angel Corp. and Wells Fargo Bank, NA

Form of ESCROW AGREEMENT

by and among

______________,

and

WELLS FARGO BANK, NATIONAL ASSOCIATION, as Escrow
Agent

Dated as of _______________, 2011

ESCROW AGREEMENT

This Escrow Agreement (“Escrow Agreement“), dated as of
_______________, 2011, is made by and among: ______________
(“Purchaser“); ______________
(“Seller“); and Wells Fargo Bank, National
Association, a national banking association, as escrow agent
(“Escrow Agent“). Capitalized terms used in this Escrow
Agreement but not otherwise defined herein shall have the meanings given them in
the Purchase Agreement (as defined below), a copy of which has been furnished to
Escrow Agent solely to allow it to reference such meanings.

WHEREAS, the Seller and Purchaser have entered into a Stock Purchase
Agreement, dated as of _______________, 2011 (the “Purchase
Agreement“), providing for, among other things, the purchase by
Purchaser of the shares of capital stock of Destron Fearing Corporation;

WHEREAS, pursuant to Section 2.1(b) of the Purchase Agreement, the Seller has
agreed that Purchaser shall deposit an aggregate of three million seven hundred
thousand dollars ($3,700,000) of the Purchase Price, one million two hundred
thousand ($1,200,000) of which is referred to as the Adjustment Escrow Amount in
the Purchase Agreement, and two million five hundred thousand ($2,500,000) of
which is referred to as the Escrow Amount in the Purchase Agreement, into escrow
to be held and released pursuant to this Escrow Agreement; and

WHEREAS, Purchaser and Seller hereto acknowledge that the Escrow Agent is not
a party to, is not bound by, and has no duties or obligations under, the
Purchase Agreement, that all references in this Escrow Agreement to the Purchase
Agreement are for convenience, and that the Escrow Agent shall have no implied
duties beyond the express duties set forth in this Escrow Agreement.

For good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto, intending to be legally bound, hereby
agree as follows:

1.	Establishment of Escrow; Investment of Escrow Fund.

(a) Purchaser shall deposit with Escrow Agent on the date hereof via wire
transfer of immediately available funds an aggregate of three million seven
hundred thousand dollars ($3,700,000) (the “Escrow Amount“),
which amount, as reduced by any disbursements or investment losses and as
increased by investment gains, interest, dividends and other distributions
thereon, shall be hereinafter referred to as the “Escrow
Fund“. Escrow Agent shall acknowledge receipt of the Escrow Amount.

(b) Escrow Agent hereby agrees to act as escrow agent and to hold, safeguard,
invest and disburse the Escrow Fund pursuant to the terms and conditions hereof.

(c) Except as Purchaser and Seller may from time to time jointly instruct
Escrow Agent in writing, the Escrow Fund shall initially be invested in the
Wells Fargo Money Market Deposit Account (MMDA) as directed in Exhibit
A, during the period of this escrow. Purchaser and Seller acknowledge
that they have read and understand Exhibit A. Escrow Agent may invest the Escrow
Fund in alternative investments in accordance with written instructions in the
form of Exhibit A to this Escrow Agreement as may from time to time be provided
to Escrow Agent and jointly signed by Purchaser and Seller. Any interest
received by Escrow Agent with respect to the Escrow Fund, including reinvested
interest, shall become part of the Escrow Fund. If such investment can be
registered, it shall be registered in the name of the Escrow Agent for the
benefit of Seller and held by the Escrow Agent. The Escrow Agent may act as
purchaser or agent in the making or disposing of any investments. The Escrow
Agent shall have no responsibility or liability for any diminution of the funds
held in the Escrow Account which may result from any investment made pursuant to
this Escrow Agreement, including any losses on any investment required to be
liquidated prior to maturity in order to make a payment or distribution required
hereunder. Such investments will be made as soon as possible following the
availability of such funds to the Escrow Agent for investment, taking into
consideration the regulations and requirements (including cut-off times) of the
Federal Reserve wire system, the investment provider and the Escrow Agent, and
compliance with standard operating procedures of such parties. Escrow Agent is
authorized to liquidate in accordance with its customary procedures any portion
of the Escrow Fund consisting of investments to provide for payments required to
be made under this Escrow Agreement. Purchaser and Seller acknowledge that the
Escrow Agent is not providing investment supervision, recommendations, or
advice.

Claims.

(a) At any time and from time to time prior to 5:00 P.M., Dallas time, on or
before _______________, 2012 (the “General Release
Date“), Purchaser may in good faith give a written notice (a
“Notice“) to Seller (with a copy to Escrow Agent) setting forth
a reasonably detailed explanation of an alleged claim, and the dollar amount of
any such claim, it may have by or against Seller under or relating to the
Purchase Agreement (a “Claim“). If Seller gives notice to
Purchaser (with a copy to Escrow Agent) disputing all or a portion of such Claim
(a “Counter Notice“) within thirty (30) calendar days following
receipt by Seller of the Notice regarding such Claim, then such Claim shall be
resolved as provided in Section 2(b) of this Escrow Agreement. If no Counter
Notice is received by Escrow Agent within such thirty (30) calendar day period,
then the amount claimed by Purchaser in the Notice shall be deemed established
for purposes of this Escrow Agreement and, after the end of such thirty (30)
calendar day period, Escrow Agent shall pay to Purchaser as soon as reasonably
practicable from the Escrow Fund the amount claimed in the Notice.

(b) If a Counter Notice is given to Purchaser with respect to a Claim, Escrow
Agent shall make payment to Purchaser as soon as reasonably practicable from the
Escrow Fund with respect to any dollar amount not disputed in the Counter
Notice. With respect to the amount disputed under such Counter Notice (the
“Disputed Amount“), Escrow Agent shall disburse funds only in
accordance with (i) joint written instructions of Purchaser and Seller, or (ii)
a certified copy of a final order or judgment of a court of competent
jurisdiction which judgment either has been affirmed through all permitted
appeals or as to which the time to make any such appeal has expired without an
appeal being made (a “Judgment“). The Escrow Agent shall be
entitled to receive and may conclusively rely upon an opinion of counsel for the
presenting side to the effect that the Judgment has been affirmed through all
permitted appeals or as to which the time to make any such appeal has expired
without an appeal being made. The Escrow Agent shall be entitled to rely on such
written instructions or Judgment without further duty of inquiry.

(c) In the event that Seller and Purchaser reach a settlement with respect to
any Disputed Amount pursuant to this Section 2, Seller and Purchaser shall
jointly deliver written notice of such settlement to Escrow Agent, including (if
applicable) instructions to Escrow Agent to disburse funds and to pay within
five (5) business days from the Escrow Fund the amounts specified in such joint
written notice, and Escrow Agent shall act in accordance with such instructions.

3.	Termination of Escrow.

(a) On the General Release Date, Escrow Agent shall, within five (5) business
days, disburse the Escrow Fund to Seller, by wire transfer of immediately
available funds to such account(s) as may be specified in writing by Seller;
provided, however, that if, as of the General Release Date,
Disputed Amount or Claims continue to be pending (each, a “Pending
Claim“), Escrow Agent shall exclude from such disbursement to the
Seller, and shall continue to hold in escrow, a portion of the Escrow Fund equal
to the amount of all such Pending Claims.

(b) From and after the General Release Date, upon the resolution of any
Pending Claim in accordance with Section 2 hereof, Escrow Agent shall pay the
amounts (if any) resolved in favor of Purchaser to Purchaser, with all remaining
amounts related to such Claim distributed to Seller.

4.	Duties of Escrow Agent and Other Terms and Conditions of the Escrow Agency.

(a) Duties and Responsibilities.

The duties, responsibilities and obligations of Escrow Agent shall be limited
to those expressly set forth herein and no duties, responsibilities or
obligations shall be inferred or implied. Under no circumstance will the Escrow
Agent be deemed to be a fiduciary to any party or any other person under this
Escrow Agreement. The Escrow Agent will not be responsible or liable for the
failure of any other party to perform in accordance with this Escrow Agreement.
Escrow Agent shall not be subject to, nor required to comply with, any other
agreement between or among Purchaser and Seller or to which either Purchaser or
Seller is a party, even though reference thereto may be made herein, or to
comply with any direction or instruction (other than those contained herein or
delivered in accordance with this Escrow Agreement) from Purchaser or Seller or
any entity acting on their respective behalf. Escrow Agent shall not be required
to, and shall not, expend or risk any of its own funds or otherwise incur any
financial liability in the performance of any of its duties hereunder.

(b) Exclusive Benefit of the Parties.

This Escrow Agreement is for the exclusive benefit of the parties hereto and
shall not be deemed to give, either express or implied, any legal or equitable
right, remedy, or claim to any other entity or person whatsoever.

If at any time Escrow Agent is served with any judicial or administrative
order, judgment, decree, writ or other form of judicial or administrative
process which in any way affects the Escrow Fund (including but not limited to
orders of attachment or garnishment or other forms of levies or injunctions or
stays relating to the transfer of Escrow Fund), Escrow Agent is authorized to
comply therewith in any reasonable manner as it or its legal counsel of its own
choosing reasonably and in good faith deems appropriate; and if Escrow Agent
complies with any such judicial or administrative order, judgment, decree, writ
or other form of judicial or administrative process, Escrow Agent shall not be
liable to any of the parties hereto or to any other person or entity even though
such order, judgment, decree, writ or process may be subsequently modified or
vacated or otherwise determined to have been without legal force or effect.

(d) Limitations on Liability of Escrow Agent.

(i) Escrow Agent shall not be liable for any action taken or omitted or for
any loss resulting from its actions or its performance or lack of performance of
its duties hereunder in the absence of gross negligence or willful misconduct on
its part. In no event shall Escrow Agent be liable (i) for acting in accordance
with or relying upon any joint written instruction from Purchaser and the Seller
given pursuant to Section 2(b)(i), Section 2(c), Section 3(a) or Section 3(d),
(ii) DIRECTLY OR INDIRECTLY, FOR ANY SPECIAL, INDIRECT OR CONSEQUENTIAL LOSSES
OR DAMAGES OF ANY KIND WHATSOEVER (INCLUDING WITHOUT LIMITATION LOST PROFITS),
EVEN IF THE ESCROW AGENT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR
DAMAGES AND REGARDLESS OF THE FORM OF ACTION, (iii) for the acts or omissions of
its nominees, correspondents, designees, subagents or subcustodians, or (iv) for
an amount in excess of the value of the Escrow Amount, valued as of the date of
deposit.

(ii) Upon prior written notice to Purchaser and Seller, Escrow Agent may
consult with legal counsel at the joint expense of Seller and Purchaser as to
any matter relating to this Escrow Agreement, and Escrow Agent shall not incur
any liability in acting in good faith in accordance with any advice from such
counsel. Any such expense of Escrow Agent153s legal counsel shall be paid one-half
by Seller and one-half by Purchaser.

(iii) 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).

(e) Monthly Statements.

Escrow Agent shall provide to Purchaser and Seller monthly statements
identifying transactions, transfers or holdings of the Escrow Fund and each such
statement shall be deemed to be correct and final upon receipt thereof by
Purchaser and Seller unless Escrow Agent is notified in writing to the contrary
within thirty (30) business days of the date of such statement.

(f) Genuineness of Documents.

Escrow Agent shall not be responsible in any respect for the form, execution,
validity, value or genuineness of documents, or for any description therein, or
for the identity, authority or rights of persons executing or delivering or
purporting to execute or deliver any such document.

(g) Effectiveness of Notices.

Notices, instructions or other communications shall be in writing and shall
be given to the addresses set forth in Section 7 hereof (or to such other
address as may be substituted therefor by written notification to Escrow Agent
and the other parties hereto). Notices to Escrow Agent shall be deemed to be
given when actually received by Escrow Agent153s Corporate Trust and Escrow
Services Division. Escrow Agent is authorized to comply with and rely upon any
notices, instructions or other communications believed by it to have been sent
or given by either Purchaser or Seller or by a person or persons authorized by
either such party. Whenever under the terms hereof the time for giving a notice
or performing an act falls upon a Saturday, Sunday, or banking holiday, such
time shall be extended to the next day on which Escrow Agent is open for
business.

(h) Indemnification of Escrow Agent.

Purchaser and Seller, jointly and severally, shall be liable for and shall
reimburse and indemnify Escrow Agent and hold Escrow Agent harmless from and
against any and all claims, losses, liabilities, costs, damages or expenses
(including reasonable attorneys153 fees and expenses) (collectively,
“Losses“) arising from or in connection with or related to this
Escrow Agreement or being Escrow Agent hereunder (including but not limited to
Losses incurred by Escrow Agent in connection with its successful defense, in
whole or in part, of any claim of gross negligence or willful misconduct on its
part), provided, however, that nothing contained herein shall require Escrow
Agent to be indemnified for Losses finally determined to have been primarily
caused by its gross negligence or willful misconduct. The provisions of this
Section 4(h) shall survive the resignation or removal of the Escrow Agent and
the termination of this Escrow Agreement.

(i) Removal of Escrow Agent; Resignation of Escrow Agent.

(i) By joint written instruction, Purchaser and the Seller may remove Escrow
Agent at any time by giving to Escrow Agent thirty (30) calendar days153 prior
notice in writing signed by Purchaser and Seller. Escrow Agent may resign at any
time by giving to Purchaser and Seller fifteen (15) calendar days153 prior written
notice thereof.

(ii) Within ten (10) calendar days after giving the foregoing notice of
removal to Escrow Agent or receiving the foregoing notice of resignation from
Escrow Agent, Purchaser, and Seller shall jointly agree on and appoint a
successor escrow agent. If a successor escrow agent has not accepted such
appointment by the end of such 10-day period, Escrow Agent may apply to a court
of competent jurisdiction for the appointment of a successor escrow agent. The
costs and expenses (including reasonable attorneys153 fees and expenses) incurred
by Escrow Agent in connection with such proceeding shall be paid by, and be paid
one-half by Seller and one-half by Purchaser.

(iii) Upon receipt of the identity of the successor escrow agent, Escrow
Agent shall either deliver the Escrow Fund then held hereunder to the successor
escrow agent, and Purchaser and Seller shall each remain obligated for fifty
percent (50%) of any remaining fees, costs and expenses or other obligations
owed to Escrow Agent.

(iv) Upon delivery of the Escrow Fund to successor escrow agent, Escrow Agent
shall have no further duties, responsibilities or obligations hereunder.

(j) Ambiguities; Conflicting Instructions.

(i) In the event of any ambiguity or uncertainty hereunder or in any notice,
instruction or other communication received by Escrow Agent hereunder, Escrow
Agent may, in its sole discretion, refrain from taking any action other than
retaining possession of the Escrow Fund, unless Escrow Agent receives written
instructions, signed by Purchaser and Seller, which eliminates such ambiguity or
uncertainty.

(ii) In the event of any dispute between or conflicting claims by or among
Purchaser and Seller, and/or any other person or entity with respect to the
Escrow Fund, Escrow Agent shall be entitled, in its sole discretion, to refuse
to comply with any and all claims, demands or instructions with respect to the
Escrow Fund so long as such dispute or conflict shall continue, and Escrow Agent
shall not be or become liable in any way to either Purchaser or Seller for
failure or refusal to comply with such conflicting claims, demands or
instructions. To the extent reasonably practicable, the parties agree to pursue
any redress or recourse in connection with any dispute without making the Escrow
Agent a party to the same. Escrow Agent shall be entitled to refuse to act
until, in its sole discretion, either (i) such conflicting or adverse claims or
demands shall have been determined by a final order, judgment or decree of a
court of competent jurisdiction, which order, judgment or decree is not subject
to appeal, or settled by agreement between the conflicting parties as evidenced
in a writing satisfactory to Escrow Agent or (ii) Escrow Agent shall have
received security satisfactory to it sufficient to hold it harmless from and
against any and all Losses which it may incur by reason of so acting. Escrow
Agent may, in addition, elect, in its sole discretion, to commence an
interpleader action or seek other judicial relief or orders as it may deem, in
its sole discretion, necessary. The costs and expenses (including reasonable
attorneys153 fees and expenses) incurred in connection with such proceeding shall
be paid by one-half by Purchaser and one-half by Seller.

(k) Governing Law.

This Escrow Agreement shall be interpreted, construed, enforced and
administered in accordance with the internal substantive laws (and not the
choice of law rules) of the State of Delaware.

(l) Amendments and Modifications.

Except as otherwise permitted herein, this Escrow Agreement may be modified
only by a written amendment signed by all the parties hereto, and no waiver of
any provision hereof shall be effective unless expressed in a writing signed by
the party to be charged.

(m) Cumulative Rights and Remedies.

The rights and remedies conferred upon the parties hereto shall be
cumulative, and the exercise or waiver of any such right or remedy shall not
preclude or inhibit the exercise of any additional rights or remedies. The
waiver of any right or remedy hereunder shall not preclude the subsequent
exercise of such right or remedy.

(n) Representations.

Purchaser and Seller each, as to itself only and not as to the others party
hereto, represents and warrants (a) that this Escrow Agreement has been duly
authorized, executed and delivered on its or his behalf and constitutes its
legal, valid and binding obligation and (b) that the execution, delivery and
performance of this Escrow Agreement by such Person do not and will not violate
any applicable law or regulation.

(o) Invalidity, Illegality; Unenforceability.

The invalidity, illegality or unenforceability of any provision of this
Escrow Agreement shall in no way affect the validity, legality or enforceability
of any other provision; and if any provision is held to be enforceable as a
matter of law, the other provisions shall not be affected thereby and shall
remain in full force and effect.

(p) Termination.

This Escrow Agreement shall terminate upon the distribution of the entire
Escrow Fund. The provisions of this Section 4 shall survive termination of this
Escrow Agreement and/or the resignation or removal of the Escrow Agent.

(q) Reliance.

The Escrow Agent shall not be liable for any action taken or not taken by it
in accordance with the written direction or consent of both Purchaser and Seller
or their respective agents, representatives, successors, or assigns, given in
accordance with the provisions hereof. The Escrow Agent shall not be liable for
acting or refraining from acting upon any notice, request, consent, direction,
requisition, certificate, order, affidavit, letter, or other paper or document
believed by it to be genuine and correct and to have been signed or sent by the
proper person or persons, without further inquiry into the person153s or persons153
authority. Concurrent with the execution of this Escrow Agreement, the parties
shall deliver to the Escrow Agent authorized signers153 forms in the form of
Exhibit B-1 and Exhibit B-2 to this Escrow Agreement.

5.	Compensation.

The Escrow Agent shall be entitled to compensation for its services as stated
in the fee schedule attached hereto as Exhibit C, which compensation
shall be borne equally by Purchaser, and Seller. The fee agreed upon for the
services rendered hereunder is intended as full compensation for the Escrow
Agent’s services as contemplated by the Escrow Agreement; provided,
however, that in the event that the conditions for the disbursement of
funds under the Escrow Agreement are not fulfilled, or the Escrow Agent renders
any material service not contemplated in the Escrow Agreement, or there is any
assignment of interest in the subject matter of the Escrow Agreement, or any
material modification hereof, or if any material controversy arises hereunder,
or the Escrow Agent is made a party to any litigation pertaining to the Escrow
Agreement, or the subject matter hereof, then the Escrow Agent shall be
reasonably compensated for such extraordinary services and reimbursed for all
costs and expenses, including reasonable attorney’s fees, occasioned by any
delay, controversy, litigation or event, and the same shall be recoverable from
Purchaser and Seller. If any amount due to the Escrow Agent hereunder is not
paid within thirty (30) calendar days of the date due, the Escrow Agent in its
sole discretion may charge interest on such amount up to the highest rate
permitted by applicable law. The Escrow Agent shall have, and is hereby granted,
a prior lien upon the Escrow Fund with respect to its unpaid fees,
non-reimbursed expenses and unsatisfied indemnification rights, superior to the
interests of any other persons or entities and is hereby granted the right to
set off and deduct any unpaid fees, non-reimbursed expenses and unsatisfied
indemnification rights from the Escrow Fund.

6.	Ownership for Tax Purposes.

Seller agrees that, for purposes of federal and other taxes based on income,
Seller will be treated as the owner of the Escrow Fund, and Seller will report
all income, if any, that is earned on, or derived from, the Escrow Fund as its
income, in the taxable year or years in which such income is properly includible
and pay any taxes attributable thereto. Prior to closing, Seller shall provide
the Escrow Agent with certified tax identification numbers by furnishing
appropriate form W-9 or W-8 and other forms and documents that the Escrow Agent
may reasonably request. Seller and Purchaser understand that if such tax
reporting documentation is not so certified to the Escrow Agent, the Escrow
Agent may be required by the Internal Revenue Code of 1986, as amended, to
withhold a portion of any interest or other income earned on the investment of
monies or other property held by the Escrow Agent pursuant to this Escrow
Agreement. To the extent that the Escrow Agent becomes liable for the payment of
any taxes in respect of income derived from the investment of funds held or
payments made hereunder, the Escrow Agent shall satisfy such liability to the
extent possible from the Escrow Fund. Purchaser and Seller agree 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 or with respect to any payment or other activities
under this Escrow Agreement unless any such tax, addition for late payment,
interest, penalties and other expenses was directly caused by the gross
negligence or willful misconduct of the Escrow Agent. The indemnification
provided by this Section 6 is in addition to the indemnification provided in
Section 4(h) and shall survive the resignation or removal of the Escrow Agent
and the termination of this Escrow Agreement.. Seller and Purchaser agree to
treat the payment of any of the amounts held in the Escrow Fund to Purchaser as
adjustments to the deemed purchase price treated as exchanged for the assets of
the company for all United States federal, state, local and foreign income tax
purposes unless otherwise required by applicable law.

Notices.

All notices, consents, waivers and other communications under this Escrow
Agreement must be in writing and will be deemed to have been duly given when (a)
delivered by hand , (b) sent by telecopier or electronic mail (email) (with
written confirmation of receipt) provided that a copy is mailed by registered
mail, return receipt requested, or (c) when received by the addressee, if sent
by a nationally recognized overnight delivery service, in each case to the
appropriate addresses and telecopier numbers set forth below (or to such other
addresses and telecopier numbers as a party may designate by notice to the other
parties):

(a) If to Seller:

______________

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

Winthrop & Weinstine, P.A.

Capella Tower, Suite 3500

225 South Sixth Street

Minneapolis, MN 55402

Attention: Philip T. Colton, Esq.

Facsimile No.: (612) 604-6929

(b) If to Purchaser:

______________

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

Hunton & Williams LLP

1445 Ross Avenue

Suite 3700

Dallas, TX 75202

Attention: T. Allen McConnell, Esq.

Fax no.: (214) 880-0011

E-mail address: amcconnell@hunton.com

Wells Fargo Bank, National Association

625 Marquette Avenue, 11th Floor

Minneapolis, MN 55479

Attention: Lynn Lean, N9311-115

Fax no.: (612) 667-2160

E-mail address: lynn.lean@welllsfargo.com

8.	Counterparts.

This Escrow Agreement may be executed in one or more counterparts, each of
which will be deemed to be an original and all of which, when taken together,
will be deemed to constitute one and the same.

9.	Section Headings.

The headings of sections in this Escrow Agreement are provided for
convenience only and will not affect its construction or interpretation.

[Signature page follows]

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

PURCHASER:

______________

By: _______________________________

Name:_____________________________

Its: _______________________________

ESCROW AGENT:

Wells Fargo Bank, National Association,

as Escrow Agent

By: _______________________________

Name:_____________________________

Its: _______________________________

SELLER:

______________

By: _________________________________

Name: _______________________________

Its: _________________________________

[Signature Page to Escrow Agreement]

EXHIBIT A

Agency and Custody Account Direction

For Cash Balances

Wells Fargo Money Market Deposit Accounts

Direction to use the following Wells Fargo Money Market Deposit Accounts for
Cash Balances for the escrow account or accounts (the “Account”) established
under the Escrow Agreement to which this Exhibit A is attached.

You are hereby directed to deposit, as indicated below, or as I shall direct
further in writing from time to time, all cash in the Account in the following
money market deposit account of Wells Fargo Bank, National Association:

Wells Fargo Money Market Deposit Account (MMDA)

I understand that amounts on deposit in the MMDA are insured, subject to the
applicable rules and regulations of the Federal Deposit Insurance Corporation
(FDIC), in the basic FDIC insurance amount of $250,000 per depositor, per
insured bank. This includes principal and accrued interest up to a total of
$250,000.

I acknowledge that I have full power to direct investments of the Account.

I understand that I may change this direction at any time and that it shall
continue in effect until revoked or modified by me by written notice to you.

______________________________________		[___________________________________]
Authorized Representative		[Authorized Representative]

______________________________________		[___________________________________]
Date		[Date]

		____________________________________
		[Authorized Representative]

		____________________________________
______________________________________


______________________________________		[___________________________________]
		[Date]

EXHIBIT B-1

CERTIFICATE AS TO AUTHORIZED SIGNATURES

The specimen signatures shown below are the specimen signatures of the
individuals who have been designated as authorized representatives of
[________]. and are authorized to initiate and approve transactions of all types
for the escrow account or accounts established under the Escrow Agreement to
which this Exhibit B-1 is attached, on behalf of [_____________].

Name / Title	Specimen Signature
________________________________ Name ________________________________ Title	________________________________ Signature

________________________________ Name ________________________________ Title	________________________________ Signature

________________________________ Name ________________________________ Title	________________________________ Signature

________________________________ Name ________________________________ Title	________________________________ Signature

EXHIBIT B-2

CERTIFICATE AS TO AUTHORIZED SIGNATURES

The specimen signatures shown below are the specimen signatures of the
individuals who have been designated as authorized representatives of
[__________] and are authorized to initiate and approve transactions of all
types for the escrow account or accounts established under the Escrow Agreement
to which this Exhibit B-2 is attached, on behalf of [_________________]

Name / Title	Specimen Signature
_______________________________ Name _______________________________ Title	________________________________ Signature

________________________________ Name ________________________________ Title	________________________________ Signature

________________________________ Name ________________________________ Title	________________________________ Signature

________________________________ Name ________________________________ Title	________________________________ Signature

EXHIBIT C

Fee Schedule

Acceptance Fee:

Waived

Initial Fees as they relate to Wells Fargo Bank acting in the capacity of
Escrow Agent : includes review of the Escrow Agreement; acceptance of the Escrow
appointment; setting up of Escrow Account(s) and accounting records; and
coordination of receipt of funds for deposit to the Escrow Account(s).

Acceptance Fee payable at time of Escrow Agreement
execution.

Escrow Agent Annual Administration Fee:

$[____].00

For ordinary administrative services by Escrow Agent : includes daily routine
account management; investment transactions; cash transaction processing
(including wire and check processing); monitoring claim notices pursuant to the
agreement; disbursement of funds in accordance with the agreement; and mailing
of trust account statements to all applicable parties. Additionally, a sweep fee
of 20 basis points will be assessed by the Escrow Agent on the average monthly
balance for Money Market (sweep) Investments. Float credit received by the bank
for receiving funds that remain uninvested are deemed part of the Paying
Agent/Escrow Agent153s compensation.

Tax reporting is included for up to Two (2) entities. Should additional
reporting be necessary, a $25 per reporting charge will be assessed.

This fee is payable in advance, with the first year fee due upon
opening of the account. The Annual Fee covers a full year or any part
thereof, and therefore will not be prorated or refunded in the year of early
termination.

Wells Fargo153s bid is based on the following
assumptions:

–	Number of Escrow Accounts to be established: One (1)
–	Number of Deposits to Escrow Account: One (1)

–	Number of Withdrawals from Escrow Fund: various
–	Term of Escrow: approximately 2 years

–	APPOINTMENT SUBJECT TO RECEIPT OF REQUESTED DUE DILIGENCE INFORMATION AS PER THE USA PATRIOT ACT
–	THIS PROPOSAL ASSUMES THAT BALANCES IN THE ACCOUNT WILL BE INVESTED IN MONEY MARKET FUNDS

–	ALL FUNDS WILL BE RECEIVED FROM OR DISTRIBUTED TO A DOMESTIC OR AN APPROVED FOREIGN ENTITY
–	IF THE ACCOUNT(S) DOES NOT OPEN WITHIN THREE (3) MONTHS OF THE DATE SHOWN BELOW, THIS PROPOSAL WILL BE DEEMED TO BE NULL AND VOID

Out-of Pocket Expenses:

At Cost

We will charge for out-of-pocket expenses in response to specific tasks
assigned by the client or provided for in the escrow agreement. Possible
expenses would be, but are not limited to, express mail and messenger charges,
travel expenses to attend closing or other meetings. There are no charges for
indirect out-of- pocket expenses.

This fee schedule is based upon the assumptions listed above
which pertain to the responsibilities and risks involved in Wells Fargo
undertaking the role of Escrow Agent. These assumptions are based on information
provided to us as of the date of this fee schedule. Our fee schedule is subject
to review and acceptance of the final documents. Should any of the assumptions,
duties or responsibilities change, we reserve the right to affirm, modify or
rescind our fee schedule. Extraordinary services (services other than the
ordinary administration services of Escrow Agent described above) are not
included in the annual administration fee and will be billed as incurred at the
rates in effect from time to time

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