Escrow Agreement_EscrowTech_US eDirect (1) (2).pdf

This document is a Software Escrow Agreement between EscrowTech International, Inc. (located in Lindon, UT) and US eDIRECT INC (located in Huntington, NY), dated April 28, 2008. The agreement is for a multiple beneficiaries software escrow service, with the primary purpose of protecting the interests of software licensees by securely storing source code and critical materials for specified software products.

The agreement covers multiple software products (initially including Camp Magic Software, though specific names for other products are left blank) and establishes a repository where the owner (US eDIRECT INC) will deposit source code and updates for each software product. The escrow service requires annual fees, with an initial registration fee and subsequent annual charges. The owner is obligated to provide source code, keep materials current, and deliver updates, with a limitation of no more than two software product updates per contract year. The escrow agent (EscrowTech) will securely store these materials and only release them under specific predefined conditions, such as certain bankruptcy or license agreement events, thereby providing a safeguard for software licensees.