Escrow Agreement

ESCROW AGREEMENT


THIS AGREEMENT is made as of January 13th, 2000, by and among Timothy S. Moses and Jacques Elfersy (the "PLEDGORS"), WILSON LLC (the "PLEDGEE") and SIMS MOSS KLINE & DAVIS LLP, a Georgia limited liability partnership (hereinafter referred to as "ESCROW AGENT").


WHEREAS, Pledgors and Pledgee are parties to that certain Pledge Agreement, dated of even date herewith (the "PLEDGE AGREEMENT"), pursuant to which Pledgors have agreed to pledge 500,000 shares of common stock (the "PLEDGED SHARES") of Bioshield Technologies, Inc., a Georgia corporation ("BSTI") to secure certain obligations (the "OBLIGATIONS") of BSTI described in the Pledge Agreement; and


WHEREAS, pursuant to the Pledge Agreement, Pledgee is required to deliver to Escrow Agent the Pledged Shares to be held by Escrow Agent until the Obligations are met by BSTI or upon an Event of Default (as defined in the Pledge Agreement) (such Pledged Shares, together with all dividends and other distributions paid thereon and any other funds from time to time deposited with the Escrow Agent pursuant to the Pledge Agreement being hereinafter referred to as the "ESCROWED PROPERTY"), to be held by Escrow Agent and applied as set forth herein;


NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration, the receipt, sufficiency and adequacy of which are hereby acknowledged, the parties hereto agree as follows:


1. Pledgee has deposited the Escrowed Property with Escrow Agent, the receipt of which is hereby acknowledged by Escrow Agent. Escrow Agent shall hold the Escrowed Property and shall release the Escrowed Property either (i) to the Pledgors upon satisfaction by BSTI of the Obligations, or (ii) to Pledgee upon the occurrence of an Event of Default, if and to the extent required by the Pledge Agreement. Escrow Agent may (but shall not be required to) require as a condition to any release of the Escrowed Property that it be presented with satisfactory evidence of the satisfaction of such conditions, which may include a certificate signed by both Pledgee and Pledgors to the effect that such conditions have been fulfilled.


2. In the event Escrow Agent is notified or becomes aware of any disagreement between Pledgee and Pledgors with respect to the Escrowed Property, Escrow Agent shall be entitled (but not required), at its option, to refuse to comply with any notice, demand or other requirement of paragraph 1 hereof and may continue to hold the Escrowed Property in escrow so long as such disagreement shall continue; and, in so doing, Escrow Agent shall not become liable in any way to any person for its failure or refusal to comply with any such notice or demand until (i) either (A) Pledgee and Pledgors have settled or compromised their disagreements, or (B) such disagreements have been fully adjudicated, and (ii) Escrow Agent shall have been so notified in a writing signed by Pledgors and Pledgee. It shall be the responsibility of Pledgors and Pledgee to notify the Escrow Agent immediately of an Event of Default, satisfaction by BSTI of the Obligations or any dispute or disagreement between Pledgee and Pledgors with respect to the Escrowed Property.


3. In the event that the Escrow Agent has not been notified in writing that all disagreements between Pledgee and Pledgors shall have been settled, compromised or finally


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adjudicated within ten (10) days following receipt by Escrow Agent of knowledge of the existence of such disagreement, Escrow Agent may, but shall not be obligated to, interplead all the Escrowed Property then held in escrow into a court of proper jurisdiction, and thereupon Escrow Agent shall be fully and completely discharged of its duties as Escrow Agent hereunder.


4. Pledgee agrees to pay Escrow Agent's reasonable and customary fees (if any) for its services hereunder and to reimburse the Escrow Agent for its reasonable expenses and ...