Form of Promotional Shares Escrow Agreement

EXHIBIT 10.14


Billy Dead, Inc.


FORM OF PROMOTIONAL SHARES ESCROW AGREEMENT


This Promotional Shares Escrow Agreement ("Agreement") was entered into [effective date of Registration Statement]____________, 2003, among Billy Dead, Inc. (the "Company"), and Charles F. Ryan, III, Julie Lynn and Keith Gordon, (the "Depositors"), and _________ (the "Escrow Agent"). The Company is located at 2312 Lorenzo Dr., Los Angeles, California 90068. The Escrow Agent is located at _______________________. The Company, Depositors and Escrow Agent are collectively referred to as "Signatories" in this Agreement.


The Company has applied to register its Equity Securities with the Securities Administrators of all fifty states of the United States (the "Administrators"). The Depositors are the owners of the shares of common stock or similar securities and/or convertible securities, warrants, options or rights which may be converted into, or exercised to purchase shares of common stock or similar securities of the Company ("Equity Securities") listed opposite their names on Exhibit A to this Agreement. As a condition to registering the Company's Equity Securities, the Depositors, who are security holders of the Company and who, for the purposes of this Agreement, are deemed to be Promoters of the Company, have agreed to deposit the Equity Securities listed opposite their names on Exhibit A to this Agreement ("Promotional Shares") with the Escrow Agent.


This Agreement is subject to the provisions of the Statement of Policy Regarding Corporate Securities Definitions adopted by the North American Securities Administrators Association, Inc. ("NASAA") on April 27, 1997 and amended September 28, 1999, and the Statement of Policy Regarding Promotional Shares adopted by NASAA as amended November 17, 1997 and September 28, 1999.


The Escrow Agent represents that it is not affiliated with the Company or any Depositors and that it is willing to serve as Escrow Agent and hold the Promotional Shares according to this Agreement.


The Signatories further agree as follows:


Deposit of Promotional Shares


1. The Depositors' Promotional Shares have been deposited into an Escrow Account ("Escrow") with the Escrow Agent, and the Escrow Agent acknowledges receipt of the Promotional Shares as of the date of this Agreement.


Exercise or Conversion of Promotional Shares


2. If the Promotional Shares have exercise rights or conversion rights, the Escrow Agent will, upon receipt of the Company's written request, provide the documents that evidence and/or which are


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necessary to execute the exercise rights or conversion rights. The exercised or converted Promotional Shares will remain in Escrow subject to the terms of this Agreement.


Term


3. This Agreement and the Escrow begin on the date this Agreement was entered into as indicated above. The Escrow Agent will hold the Promotional Shares until the release conditions of paragraph 4 below are satisfied.


Release Of Promotional Shares


4. a. Subject to the documentation requirements in paragraph 5 below, the Escrow Agent will release the Promotional Shares in the following manner:


(1) (A) If the Company's Aggregate Revenues are less than $500,000:
beginning two years after the completion date of the registered
offering, two and one-half percent (2 1/2%) of Promotional Shares
held in Escrow may be released each quarter pro rata among the
Depositors. All remaining Promotional Shares will be released from
Escrow on the fourth anniversary of the completion date of the
registered offering; or


(B) If the Company's Aggregate Revenues are $500,000 or more and
there is no statement in the Company's financial statements or its
auditors' report regarding the Company's ability to continue as a
going concern: beginning one year after the completion date of the
registered offering, two and one-half percent (2 1/2%) of
Promotional Shares held in Escrow may be released each quarter pro
rata among the Depositors. All remaining Promotional Shares will be
released from Escrow on the second anniversary of the completion
date of the registered offering; or


(2) One hundred percent (100%) of the Promotional Shares will be
released from Escrow if:


(A) The registered offering has been terminated, and no securities
were sold; or


(B) The registered offering has been terminated, and all of the
gross proceeds that were received have been returned to investors;
or


(C) The Equity Securities did not qualify to be registered by the
Administrator.


b. If the Company enters into any merger, reorganization, liquidation, dissolution or other transaction or proceeding with a person who is not a Promoter that results in the distribution of the Company's assets or securities ("Distribution") while this Agreement remains in effect, the Depositors agree that:


(1) All holders of the Company's Equity Securities will initially share
on a pro rata, per share basis in the Distribution, in proportion to
the amount of cash or other consideration that


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they paid per share for their Equity Securities (provided that the
Admin ...