Escrow Agreement

THIS PROCEEDS ESCROW AGREEMENT (the "Agreement") is made and entered into this __ day of ____________ 2001, by and between SAVON TEAM SPORTS, INC., a Utah corporation (the "Company"), and ESCROW SPECIALISTS, Ogden, Utah (the "Escrow Agent").


Premises


The Company proposes to offer for sale to the general public in certain states up to 1,750,000 shares of common stock, par value $0.001, at an offering price of $0.10 per share (the "Shares"), pursuant to the registration provisions of the Securities Act of 1933, as amended, and pursuant to an registration statement on Form SB-2 (the "Registration Statement"), S.E.C. File No. ______, on file with the Securities and Exchange Commission (the "Commission"). The Company will offer the Shares for sale through its officers and directors on a "best efforts, all or none" basis in accordance with the terms of the prospectus (the "Prospectus") included in the Registration Statement. The Company may also enter into agreements with certain selected dealers to sell the Shares, in which event the Company will pay a sales commission of ten percent (10%) to such selected dealers for actual sales. In accordance with the terms of the Prospectus, the Company desires to provide for the escrow of the minimum subscription payments for Shares until the amount, as set forth below, has been received.


Agreement


NOW, THEREFORE, the parties hereto agree as follows:


1. Until termination of this Agreement, all funds collected by the Company or any dealers from subscriptions for the purchase of Shares in the subject offering shall be deposited promptly with the trust department of the Escrow Agent, but in any event no longer than noon of the next business day following receipt.


2. Concurrently with transmitting funds to the trust department of the Escrow Agent, the Company and any dealers shall also deliver to the Escrow Agent a schedule setting forth the name and address of each subscriber whose funds are included in such transmittal, the number of Shares subscribed for, and the dollar amount paid. All funds so deposited shall remain the property of the subscriber and shall not be subject to any lien or charges by Escrow Agent, or judgments or creditors claims against the Company until released to it in the manner hereinafter provided.


3. If at any time prior to the expiration of the minimum offering period, as specified in paragraph 4, $75,000 has been deposited pursuant to this Agreement, the Escrow Agent shall promptly confirm the receipt of such funds to the Company and on written request of the Company, promptly transmit 10% of the amount deposited in escrow to those dealers, if any, as designated by the Company as their compensation for commissions in connection with their sale of the Shares; and the balance to the Company (such event is hereinafter referred to as the "Closing"). Thereafter, the Escrow Agent shall continue to accept deposits from the Company and any such dealers and transmit without further request or instruction, 10% percent of the amounts deposited to those dealers, if any, as designated by the Company and the balance to the Company until the offering is terminated.


4. If within 90 days after the effective date of the Registration Statement (unless extended by the Company for an additional 90 days), the Company and


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any dealers have not deposited $75,000 in good funds with the Escrow Agent, the Escrow Agent shall so notify the Company and shall promptly transmit to those investors who subscribed for the purchase of the Shares the amount of money each such investor so paid. The Escrow Agent shall furnis ...