Share Escrow And Reset Agreement

SHARE ESCROW AND RESET AGREEMENT

This Share Escrow and Reset Agreement is dated as of May 11, 2007 (this " Agreement" ), among Crowther Holdings LTD (" Buyer" ), Mark L. Meriwether (" Seller" ), Microsmart Devices, Inc., a Nevada corporation (the " Company" ), and Hirshfield Law, as escrow agent (" Escrow Agent" ). Capitalized terms used but not defined herein have the meanings assigned to them in the Stock Purchase Agreement dated as of May 15, 2007, between Buyer and Seller (the " Purchase Agreement" ).

WHEREAS, Buyer and Seller have entered into the Purchase Agreement, pursuant to which, among other things, the Buyer is concurrently herewith purchasing the Purchased Shares from the Seller; and

WHEREAS, concurrently herewith and in accordance with the terms and conditions set forth in Section 1.1(c) of the Purchase Agreement, Seller is delivering to Escrow Agent an aggregate of 150,000 shares of Common Stock owned by Seller and not included in the Purchased Shares (the " Seller' s Escrow Shares" ), to be held by Escrow Agent pursuant to the terms of this Agreement; and

WHEREAS, concurrently herewith and in accordance with the terms and conditions set forth in Section 1.1(d) of the Purchase Agreement, Buyer is delivering to Escrow Agent an aggregate of 150,000 of the Purchased Shares (the " Buyer' s Escrow Shares" ), to be held by Escrow Agent pursuant to the terms of this Agreement; and

WHEREAS, in connection with, and as partial consideration for, the transactions contemplated by the Purchase Agreement, Buyer, Seller and the Company have agreed that, among other things, upon the occurrence of a Reset Transaction occurring during the Reset Period, Escrow Agent shall deliver the Buyer' s Escrow Shares to the Company for registration of transfer to Seller of such number of Reset Shares (as hereinafter defined in Section 3) as shall be necessary, the Company shall issue and deliver to Escrow Agent the number of additional shares of Common Stock called for pursuant to Section 3 hereof and Escrow Agent shall hold and treat such additional shares as additional Seller' s Escrow Shares; and

WHEREAS, Buyer has agreed, if all of the Buyer' s Escrow Shares shall be insufficient to create the number of Reset Shares that shall be necessary, that it will promptly deliver to the Company a sufficient number of Buyer' s Escrow Shares as shall be necessary and the Company shall issue and deliver to Escrow Agent the number of additional shares of Common Stock called for pursuant to Section 3 hereof and Escrow Agent shall hold and treat such additional shares as additional Seller' s Escrow Shares; and

WHEREAS, Escrow Agent is willing to hold the Seller' s Escrow Shares and the Buyer' s Escrow Shares (collectively, the " Escrow Shares" ) on the terms and conditions hereinafter set forth.

NOW, THEREFORE, in consideration of the premises and the representations, warranties, covenants and agreements set forth herein, Buyer, Seller, the Company and Escrow Agent (collectively, the " Parties" , and sometimes individually, a " Party" ) agree as follows:

NOW, THEREFORE, in consideration of the premises and the representations, warranties, covenants and agreements set forth herein, the parties agree as follows:


1

Share Escrow and Reset Agreement re Microsmart Devices, Inc.


1. Appointment of Escrow Agent . Buyer, Seller and the Company hereby appoint Hirshfield Law as escrow agent under this Agreement, and Escrow Agent hereby accepts such appointment.

2. Deposit of the Escrow Shares .

2.1. Deposit of the Seller' s Escrow Shares . At the Closing, Seller shall deliver to Escrow Agent one stock certificate registered in the name of Meriwether that shall represent an aggregate of 150,000 shares of Common Stock owned by Seller and not included in the Purchased Shares. Escrow Agent shall hold the Seller' s Escrow Shares in accordance with the terms of this Agreement and shall not release the Seller' s Escrow Shares except in accordance with this Agreement. Seller represents and warrants to Buyer that the Purchased Shares and the Seller' s Escrow Shares are the only shares of the Company beneficially owned by Seller on the Closing Date. Seller further represents and warrants to Buyer that none of George Tsentas, Leonard W. Buringham, Esq. (" Burningham" ) and Michael Vardakas beneficially own any shares of the Company.

2.2. Deposit of Buyer' s Escrow Shares and Stock Power. At the Closing, Buyer shall deliver to Escrow Agent one stock certificate registered in the name of Buyer that represents 150,000 of the Purchased Shares, together with a duly executed, undated, blank stock transfer power with respect thereto (the " Stock Power" ). Escrow Agent shall hold the Buyer' s Escrow Shares and the Stock Power in accordance with the terms of this Agreement and shall not release the Buyer' s Escrow Shares or the Buyer' s Sock Power except in accordance with this Agreement.

3. Reset of Seller' s Escrow Shares . In the event that, at any time on or prior to the second anniversary of the Closing Date (the two-year period ending on such second anniversary is referred to herein as the " Reset Period" ), the Common Stock of the Company shall be split into a smaller number of shares (a " Reverse Stock Split" ) such that the shares outstanding before the Reverse Stock Split (the " Pre Split Shares" ) shall be converted into a smaller number of shares outstanding after the Reverse Stock Split (the " Post Split Shares" ), Escrow Agent shall, unless it shall have previously delivered the Seller' s Escrow Shares to or upon the order of Seller pursuant to Section 5.1, deliver to the Company the Buyer' s Escrow Shares and the Stock Power for registration of transfer to Seller of a number of Post Split Shares (the " Reset Shares" ) such that Seller shall own, after giving effect to the Reverse Stock Split and the delivery of Reset Shares, a number of Post Split Shares equal to the number of Seller' s Escrow Shares owned by Seller on the record date for, and at the effective time of, the Reverse Stock Split and deposited with the Escrow Agent. If the Buyer' s Escrow Shares shall be insufficient to satisfy Buyer' s obligation under this Section 3, Buyer shall promptly deliver to the Company for registration of transfer to Seller any additional Post Split Shares as shall be required to discharge Buyer' s obligations under this Section 3 and the Company shall promptly register such transfer and deliver to Escrow Agent one certificate for such additional Reset Shares registered in the name of Seller. By way of illustration of the foregoing, if on July 1, 2008, the record date for a one for three Reverse Stock Split, and on August 1, 200 8, the effective date for such one for three Reverse Stock Split, Seller owns 150,000 Seller' s Escrow Shares, Escrow Agent shall receive 50,000 Post Split Shares registered in Seller' s name in respect of the Seller' s Escrow Shares pursuant to the one for three Reverse Stock Split, shall receive 50,000 additional Post Split Shares registered in Seller' s name pursuant to the one for three Reverse Stock Split and this Section 3 in respect of the Buyer' s Escrow Shares and shall receive 50,000 additional Post Split Shares registered in Seller' s name in respect of Post Split Shares delivered by Buyer pursuant to this Section 3.


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Share Escrow and Reset Agreement re Microsmart Devices, Inc.


4. Certain Provisions Relating to the Escrow Shares .

4.1. Adjustment in the Escrow Shares . The number of shares of capital stock included within the Escrow Shares subject to this Agreement shall be adjusted proportionately in the event of any increase or decrease in the number of such shares of capital stock resulting from a stock split, stock combination or the payment of a stock dividend with respect to such shares or other similar event. Any additional shares issued as contemplated by this provision shall be delivered to Escrow Agent and shall be held by the Escrow Agent pursuant to the terms of this Agreement as Escrow Shares.

4.2. Escrow Share Stock Certificates Shall Bear Legends . All of the stock certificates evidencing the Escrow Shares held by Escrow Agent pursuant to this Agreement shall bear the two Legends provided for in Section 1.1(b) of the Purchase Agreement and the following additional legend:


" THIS CERTIFICATE AND THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO POSSIBLE REQUIRED TRANSFER PURSUANT TO THE PROVISIONS OF A SHARE ESCROW AND RESET AGREEMENT. A COPY OF THAT AGREEMENT, AS IT MAY BE AMENDED FROM TIME TO TIME, IS MAINTAINED WITH THE CORPORATE RECORDS OF THE COMPANY AND IS AVAILABLE FOR INSPECTION AT THE PRINCIPAL EXECUTIVE OFFICES OF THE COMPANY."

5. Disposition of the Escrow Shares by Agreement of the Parties; Conflicting Demands .

5.1. Disposition of the Seller' s Escrow Shares . The Seller' s Escrow Shares shall be retained by Escrow Agent until the end of the Reset Period unless the Seller' s Esc ...