Escrow Agreement

PROCEEDS ESCROW AGREEMENT


THIS PROCEEDS ESCROW AGREEMENT (this "Agreement") is made and entered into this 23rd day December, 2005, by and between CANCER THERAPEUTICS, INC, (the "Company"), and KENNETH I. DENOS P.C., a Utah professional corporation (the "Escrow Agent")


Premises


The Company proposes to offer for sale to the general public in certain states a total of One Million (1,000,000) Shares of Common Stock (the "Common Stock"), par value, $0.001, at an offering price of $0.50 per share, pursuant to a registration statement on Form SB-2 (the "Registration Statement") to be filed with the Securities and Exchange Commission. The Company agrees herein to offer for sale the Common Stock in accordance with the terms of the prospectus contained in the Registration Statement, or any amendments thereto. In accordance with the terms of the Registration Statement, the Company desires to provide for an escrow of the gross subscription payments for Common Stock until the amount, as set forth below, has been received.


Agreement


NOW, THEREFORE, the parties hereto agree as follows:


1. Funds received by the Company, or any officer or representative of the Company, from subscriptions for the purchase of Common Stock in the subject offering shall be deposited promptly with the Escrow Agent, but in any event, no later than noon of the next business day following receipt.


2. Concurrently with transmitting funds to the Escrow Agent, the Company 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 the 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, One Hundred Thousand Dollars ($100,000) has been deposited pursuant to this Agreement, the Escrow Agreement shall confirm the receipt of such funds to the Company.


4. If, within four (4) months after the effective date of the Registration Statement, or any extensions or amendments thereof, the Company and its agent have not deposited One Hundred Thousand Dollars ($100,000) 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


1


the purchase of Shares the amount of money each such investor so paid. The Escrow Agent shall furnish to the Company an accounting for the refund in full to all subscribers.


5. If at any time prior to the termination of this escrow the Escrow Agent is advised by the Securities and Exchange Commission that a stop order has been issued with respect to the Reg ...