Deed of Appointment of Escrow Agent

RED MILE ENTERTAINMENT, INC.



AND



RED MILE ENTERTAINMENT PTY LTD

ACN 114 034 383



AND



IR GURUS PTY LTD

ACN 074 304 582



AND



NATHAN ERIC MURPHY



AND



MICHAEL THOMAS FEGAN



AND



ANDREW GEOFFREY NIERE



AND



CRAIG PHILIP LAUGHTON



AND



BEN BYRON PALMER



AND



IAN GEORGE CUNLIFFE



AND



VOTRAINT NO. 651 PTY LTD

ACN __________________ [ insert ACN ]



AND



DAVIES COLLISON CAVE SOLICITORS

___________________________________________________________________________



DEED OF APPOINTMENT OF ESCROW AGENT

___________________________________________________________________________



DAVIES COLLISON CAVE SOLICITORS

Intellectual Property Law

1 Nicholson Street

MELBOURNE VIC 3000

AUSTRALIA

Tel: +61 3 9254 2888

Fax: +61 3 9254 2880

Ref: RMD:DYL:260387

a9 Davies Collison Cave Solicitors 2007








TABLE OF CONTENTS







1. Definitions and Interpretation 2

2. Functions and Responsibilities 3

3. Liability and Indemnity 5

4. Dispute Resolution 5

5. Force Majeure 6

6. General 6



















DEED OF APPOINTMENT OF ESCROW AGENT



THIS DEED is made the 24th day of August 2007



BETWEEN



RED MILE ENTERTAINMENT, INC., a Delaware corporation with premises at 4000 Bridgeway, Suite 01, Sausalito, California, United States of America 94965 ( Parent )



AND



RED MILE ENTERTAINMENT PTY LTD ACN 114 034 383, of Level 14, 607 Bourke Street, Melbourne, Victoria, Australia 3000 ( Buyer )



AND



IR GURUS PTY LTD ACN 074 304 582 of Level 11, 499 St Kilda Road, Melbourne, Victoria, Australia 3004 ( Company )



AND



NATHAN ERIC MURPHY of Unit 2, 14 Collins Close, Keilor East, Victoria, Australia 3033



AND



MICHAEL THOMAS FEGAN of 5 Caroline Street South, South Yarra, Victoria, Australia 3141



AND



ANDREW GEOFFREY NIERE of 22 Liardet Street, Port Melbourne, Victoria, Australia 3207



AND



CRAIG PHILIP LAUGHTON of 2/743 Nepean Highway, Brighton East, Victoria, Australia 3187



AND



BEN BYRON PALMER of 1 Ballarat Street, Brunswick, Victoria, Australia 3056



AND



IAN GEORGE CUNLIFFE of 146 Faraday Street, Carlton, Victoria, Australia 3053



AND



VOTRAINT NO. 651 PTY LTD ACN __________________[ insert ACN ] of 146 Faraday Street, Carlton, Victoria, Australia 3053 ( Votraint )










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collectively referred to in this Agreement as the Sellers



AND



DAVIES COLLISON CAVE SOLICITORS , a firm of Australian Legal Practitioners with premises at 1 Nicholson Street, Melbourne, Victoria, Australia 3000 ( DCCS )





RECITALS:



A. Pursuant to a Stock Purchase and Sale Agreement dated [ insert date ] ( the Principal Agreement ), a copy of which is annexed to this Deed as Annexure A, the Buyer agreed to purchase all shares of the Company from Sellers not already held by the Parent.




B. Sellers agreed to sell all shares of the Company held by each of them on the condition that a portion of the consideration for such sale would be held in escrow for the benefit of the Sellers until such time as Sellers met certain conditions for release of such consideration.




C. The Buyer, the Parent, and each of the Sellers wish to appoint DCCS as escrow agent, and DCCS accepts such appointment on the following terms and conditions.



THE PARTIES AGREE:



1. Definitions and Interpretation




1.1 In this Deed, the following terms shall have the following meanings except where the context requires otherwise.




Escrow Monies means the First Cash Payment (as that term is defined in the Principal Agreement) and the Second Cash Payment (as that term is defined in the Principal Agreement).



Escrow Stock means the Parent Common Stock (as that term is defined in the Principal Agreement) to be issued by the Parent to each of the Sellers as part of the Stock Payment (as that term is defined in the Principal Agreement).



1.2 The following rules apply unless the context requires otherwise.




(a) Headings are for convenience only and do not affect interpretation.




(b) The singular includes the plural and conversely.




(c) The meaning of general words is not limited by specific examples introduced by including or for example or similar expressions.




(d) If a word or phrase is defined, its other grammatical forms have a corresponding meaning.















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(e) A reference to a clause,Schedule, Exhibit or Annexure is a reference to a clause of, a Schedule to, an Exhibit of or an Annexure to this Deed.




(f) A reference to an agreement or document (including, a reference to this Deed) is to the agreement or document as amended, varied, supplemented, novated or replaced, except to the extent prohibited by this Deed or the other agreement or document.




(g) A reference to a party to this Deed or another agreement or document includes the party's successors and permitted assigns.




(h) A reference to legislation or to a provision of legislation includes a modification or re-enactment of it, a legislative provision substituted for it and a regulation or statutory instrument issued under it.




2. Functions and Responsibilities




2.1 Escrow Property.




The Buyer and the Parent are jointly and severally responsible for ensuring the delivery of the Escrow Monies and the Escrow Stock to DCCS in accordance with the terms of the Principal Agreement. Upon receipt of the Escrow Monies and the Escrow Stock:



(a) DCCS agrees to hold the Escrow Monies in an interest-bearing account for the pro-rated benefit of each of the Sellers; and




(b) DCCS agrees to hold the Escrow Stock,




until such time as the Escrow Monies and Escrow Stock respectively may be released in accordance with the terms of the Principal Agreement.



2.2 Authority to act.




(a) Notwithstanding anything to the contrary in this Deed, the Parent, the Buyer, the Company and each of the Sellers grants to DCCS full authority to take any action necessary to effect the disposition of the Escrow Monies and the Escrow Stock in accordance with the terms of the Principal Agreement.



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