CLOSING ESCROW AGREEMENT

This Escrow Agreement, dated as of April 14, 2008 (this “Agreement”), is entered into by and among Asian Business Management Group Limited, a British Virgin Islands corporation, (“ABM”), Tri-State Title & Escrow, LLC (the “Escrow Agent”), Pope Investments II LLC (“Pope”) and the other Subscribers named in Exhibit A (“Subscribers”) (together with the Company, the “Escrowing Parties”). The principal address of each party hereto is set forth on Exhibit A.

WHEREAS, Aamaxan Transport Group, Inc., a Delaware corporation (the “Company”), through Capital Investment Services Incorporated, Member FINRA/MSRB/SIPC (the “Placement Agent”), proposes to make a private offering (the “Offering”) to accredited institutional investors, including Pope, of shares of Series A Convertible Preferred Stock and Warrants (the “Securities”) of the Company in reliance upon available exemptions from the registration requirements of the U.S. Securities Act of 1933, as amended (the “Act”) and pursuant to a Securities Purchase Agreement or Securities Purchase Agreements (collectively and individually, the “Securities Purchase Agreement”), in an aggregate amount of approximately Twenty Million dollars ($20,000,000). Capitalized items, not defined herein, shall have the same meanings as set forth in the Securities Purchase Agreement; and

 

WHEREAS, the Company desires to deposit all proceeds received from subscriptions made by the Subscribers for the Securities in the Offering (the “Escrowed Funds”) with the Escrow Agent, to be held in escrow until joint written instructions are received by the Escrow Agent from Pope and ABM, at which time and from time to time the Escrow Agent will disburse the Escrowed Funds in accordance with such instructions (the “Closing”); and

WHEREAS, Escrow Agent is willing to hold the Escrowed Funds in escrow subject to the terms and conditions of this Agreement.

NOW, THEREFORE, in consideration of the mutual promises herein contained and intending to be legally bound, the parties hereby agree as follows:

1. Appointment of Escrow Agent. The Company hereby appoints Escrow Agent as escrow agent in accordance with the terms and conditions set forth herein and the Escrow Agent hereby accepts such appointment.

2. Delivery of the Escrowed Funds. 

2.1  The Placement Agent will direct Subscribers in the Offering to deliver the Escrowed Funds to the Escrow Agent’s account as follows:

Account Name: Tri-State Title & Escrow, LLC

Bank: Access National Bank, Reston, VA 20191

Account No.: 2681757

ABA No: .056009039

 

2.2 Escrowed Funds shall be forwarded to the Escrow Agent by check or by wire transfer, together with the written account of subscription (the “Subscription”) in the form attached hereto as Exhibit B (the “Subscription Information”), in accordance with the following:

(a) Escrowed Funds to be deposited by check shall be made payable to “TRI-STATE TITLE & ESCROW, LLC” and shall be delivered to the Escrow Agent at the address set forth on Exhibit A hereto and shall be accompanied by a Subscription. The Escrow Agent shall, upon receipt of a Subscription, together with the related Purchase Price therefore (as such term is defined in the Stock Purchase Agreement), deposit the related Purchase Price of said Subscription in the Escrow Account for collection.

(b) Escrowed Funds to be wired shall be wired to the account set forth in Section 2.1 above and the Subscription shall be faxed or emailed to the Escrow Agent in accordance with the information provided on Exhibit A.

2.3 Any checks which are received by the Escrow Agent that are made payable to a party other than the Escrow Agent shall be returned directly to the sender together with any documents delivered therewith. Simultaneously with each deposit, the Placement Agent shall provide the Escrow Agent with the Subscription Information, including the name, address and taxpayer identification number of each Subscriber and of the aggregate principal amount of Securities subscribed for by such Subscriber. The Escrow Agent is not obligated, and may refuse, to accept checks that are not accompanied by a Subscription containing the requisite information.

2.4 In the event a wire transfer is received by the Escrow Agent and the Escrow Agent has not received Subscription Information, the Escrow Agent shall notify the Placement Agent. If the Escrow Agent does not receive the Subscription Information by such Subscriber prior to close of business on the fifth business day (days other than a Saturday or Sunday or other day on which the Escrow Agent is not open for business in the State of Virginia) after notifying Placement Agent of receipt of said wire, the Escrow Agent shall return the funds to the Subscriber.

3. Escrow Agent to Hold and Disburse Escrowed Funds. The Escrow Agent will hold and disburse the Escrowed Funds received by it pursuant to the terms of this Escrow Agreement, as follows:

3.1 Upon receipt of joint written instructions from ABM and Pope, in substantially the form of Exhibit C hereto, the Escrow Agent shall release the Escrowed Funds as directed in such instructions. In the event that the Escrow Agent does not receive any such instructions by April 15, 2008, or such later date as is agreed upon by all Subscribers, all Escrowed Funds shall be returned to the parties from which they were received without interest thereon or deduction therefrom.

3.2 This Agreement shall terminate and be of no further force or effect at such time as all of the Escrowed Funds have been disbursed.

3.3 In the event this Agreement, the Escrowed Funds or the Escrow Agent becomes the subject of litigation, or if the Escrow Agent shall desire to do so for any other reason, the Company authorizes the Escrow Agent, at its option, to deposit the Escrowed Funds with the clerk of the court in which the litigation is pending, or a court of competent jurisdiction if no litigation is pending, and thereupon the Escrow Agent shall be fully relieved and discharged of any further responsibility with regard thereto. The Company also authorizes the Escrow Agent, if it receives conflicting claims to the Escrow Funds, is threatened with litigation or if the Escrow Agent shall desire to do so for any other reason, to interplead all interested parties in any court of competent jurisdiction and to deposit the Escrowed Funds with the clerk of that court and thereupon the Escrow Agent shall be fully relieved and discharged of any further responsibility hereunder to the parties from which they were received.

4.  Exculpation and Indemnification of Escrow Agent

4.1  The Escrow Agent shall have no duties or responsibilities other than those expressly set forth herein. The Escrow Agent shall have no duty to enforce any obligation of any person to make any payment or delivery, or to direct or cause any payment or delivery to be made, or to enforce any obligation of any person to perform any other act. The Escrow Agent shall be under no liability to the other parties hereto or anyone else, by reason of any failure, on the part of any party hereto or any maker, guarantor, endorser or other signatory of a document or any other person, to perform such person’s obligations under any such document. Except for amendments to this Escrow Agreement referenced below, and except for written instructions given to the Escrow Agent by ABM relating to the Escrowed funds, the Escrow Agent shall not be obligated to recognize any other agreement between or among ABM and/or the Company, notwithstanding that references hereto may be made herein and whether or not it has knowledge thereof.

4.2 The Escrow Agent shall not be liable to ABM or the Company or to anyone else for any action taken or omitted by it, or any action suffered by it to be taken or omitted, in good faith and acting upon any order, notice, demand, certificate, opinion or advice of counsel (including counsel chosen by the Escrow Agent), statement, instrument, report, or other paper or document (not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth and acceptability of any information therein contained), which is believed by the Escrow Agent to be genuine and to be signed or presented by the proper person or persons. The Escrow Agent shall not be bound by any of the terms thereof, unless evidenced by written notice delivered to the Escrow Agent signed by the proper party or parties and, if the duties or rights of the Escrow Agent are affected, unless it shall give its prior written consent thereto.

4.3 The Escrow Agent shall not be responsible for the sufficiency or accuracy of the form, or of the execution, validity, value or genuineness of, any document or property received, held or delivered to it hereunder, or of any signature or endorsement thereon, or for any lack of endorsement thereon, or for any description therein; nor shall the Escrow Agent be responsible or liable to ABM and/or the Company or to anyone else in any respect on account of the identity, authority or rights, of the person executing or delivering or purporting to execute or deliver any document or property or this Escrow Agreement. The Escrow Agent shall have no responsibility with respect to the use or application of the Escrowed Funds pursuant to the provisions hereof.

4.4 The Escrow Agent shall have the right to assume, in the absence of written notice to the contrary from the proper person or persons, that a fact or an event, by reason of which an action would or might be taken by the Escrow Agent, does not exist or has not occurred, without incurring liability to ABM and/or the Company or to anyone else for any action taken or omitted to be taken or omitted, in good faith and in the exercise of its own best judgment, in reliance upon such assumption.

4.5 To the extent that the Escrow Agent becomes liable for the payment of taxes, including withholding taxes, in respect of income derived from the investment of the Escrowed Funds, or any payment made hereunder, the Escrow Agent may pay such taxes; and the Escrow Agent may withhold from any payment of the Escrowed Funds such amount as the Escrow Agent estimates to be sufficient to provide for the payment of such taxes not yet paid, and may use the sum withheld for that purpose. The Escrow Agent shall be indemnified and held harmless against any liability for taxes and for any penalties in respect of taxes, on such investment income or payments in the manner provided in Section 4.6.

4.6 The Escrow Agent will be indemnified and held harmless by ABM and/or the Company from and against all expenses, including all counsel fees and disbursements, or loss suffered by the Escrow Agent in connection with any action, suit or proceedings involving any claim, or in connection with any claim or demand, which in any way, directly or indirectly, arises out of or relates to this Escrow Agreement, the services of the Escrow Agent hereunder, except for claims relating to gross negligence by Escrow Agent or breach of this Escrow Agreement by the Escrow Agent, or the monies or other property held by it hereunder. Promptly after the receipt of the Escrow Agent of notice of any demand or claim or the commencement of any action, suit or proceeding, the Escrow Agent shall, if a claim in respect thereof is to be made against ABM and/or the Company, notify it thereof in writing, but the failure by the Escrow Agent to give such notice shall not relieve any such party from any liability which ABM and/or the Company may have to the Escrow Agent hereunder. Notwithstanding any obligation to make payments and deliveries hereunder, the Escrow Agent may retain and hold for such time as it deems necessary such amount of monies or property as it shall, from time to time, in its sole discretion, seem sufficient to indemnify itself for any such loss or expense and for any amounts due it under Section 7.

4.7 For purposes hereof, the term “expense or loss” shall include all amounts paid or payable to satisfy any claim, demand or liability, or in settlement of any claim, demand, action, suit or proceeding settled with the express written consent of the Escrow Agent, and all costs and expenses, including, but not limited to, counsel fees and disbursements, paid or incurred in investigating or defending against any such claim, demand, action, suit or proceeding.

5.  Termination of Agreement and Resignation of Escrow Agent

5.1 This Escrow Agreement shall terminate upon disbursement of all of the Escrowed Funds, provided that the rights of the Escrow Agent and the obligations of ABM under Section 4 shall survive the termination hereof.

5.2 The Escrow Agent may resign at any time and be discharged from its duties as Escrow Agent hereunder by giving ABM at least five (5) business days written notice thereof (the “Notice Period”). As soon as practicable after its resignation, the Escrow Agent shall, if it receives notice from ABM within the Notice Period, turn over to a successor escrow agent appointed by ABM all Escrowed Funds (less such amount as the Escrow Agent is entitled to retain pursuant to Section 7) upon presentation of the document appointing the new escrow agent and its acceptance thereof. If no new agent is so appointed within the Notice Period, the Escrow Agent shall return the Escrowed Funds to the parties from which they were received without interest or deduction.

6.  Form of Payments by Escrow Agent

6.1 Any payments of the Escrowed Funds by the Escrow Agent pursuant to the terms of this Escrow Agreement shall be made by wire transfer unless directed to be made by check by ABM.

6.2  All amounts referred to herein are expressed in United States Dollars and all payments by the Escrow Agent shall be made in such dollars.

7. Compensation. Escrow Agent shall be entitled to the following compensation from ABM:

 

7.1 Closing Fee: ABM shall pay a documentation and closing fee to the Escrow Agent of $2,500.00 to be taken at the time of the closing.

7.2 Interest: The Escrowed Funds shall accrue interest (the “Accrued Interest”) at the available rate obtained by the Escrow Agent with respect to the period during which such funds are held in the Escrow Agent’s account set forth in Section 2.1 above. In connection with a Closing, ABM shall be paid 100% of the Accrued Interest on the aggregate amount of Escrowed Funds in the Escrow Agent’s account on the date of such Closing. 

8. Notices. All notices, requests, demands, and other communications provided herein shall be in writing, shall be delivered by hand or by first-class mail, shall be deemed given when received and shall be addressed to parties hereto at their respective addresses first set forth on Exhibit A hereto.

9. Further Assurances. From time to time on and after the date hereof, ABM shall deliver or cause to be delivered to the Escrow Agent such further documents and instruments and shall do and cause to be done such further acts as the Escrow Agent shall reasonably request (it being understood that the Escrow Agent shall have no obligation to make any such request) to carry out more effectively the provisions and purposes of this Escrow Agreement, to evidence compliance herewith or to assure itself that it is protected in acting hereunder.

10. Consent to Service of Process . ABM hereby irrevocably consents to the jurisdiction of the courts of the State of Virginia and of any Federal court located in such state in connection with any action, suit or proceedings arising out of or relating to this Escrow Agreement or any action taken or omitted hereunder, and waives personal service of any summons, complaint or other process and agrees that the service thereof may be made by certified or registered mail directed to it at the address listed on Exhibit A hereto.

11. Miscellaneous

11.1 This Escrow Agreement shall be construed without regard to any presumption or other rule requiring construction against the party causing such instrument to be drafted. The terms “hereby,” “hereof,” “hereunder,” and any similar terms, as used in this Escrow Agreement, refer to the Escrow Agreement in its entirety and not only to the particular portion of this Escrow Agreement where the term is used. The word “person” shall mean any natural person, partnership, corporation, government and any other form of business of legal entity. All words or terms used in this Escrow Agreement, regardless of the number or gender in which they were used, shall be deemed to include any other number and any other gender as the context may require. This Escrow Agreement shall not be admissible in evidence to construe the provisions of any prior agreement.

11.2 This Escrow Agreement and the rights and obligations hereunder of ABM may not be assigned. This Escrow Agreement and the rights and obligations hereunder of the Escrow Agent may be assigned by the Escrow Agent, with the prior consent of ABM. This Escrow Agreement shall be binding upon and inure to the benefit of each party’s respective successors, heirs and permitted assigns. No other person shall acquire or have any rights under or by virtue of this Escrow Agreement. This Escrow Agreement may not be changed orally or modified, amended or supplemented without an express written agreement executed by the Escrow Agent and ABM. This Escrow Agreement is intended to be for the sole benefit of the parties hereto and their respective successors, heirs and permitted assigns, and none of the provisions of this Escrow Agreement are intended to be, nor shall they be construed to be, for the benefit of any third person.

11.3 This Escrow Agreement shall be governed by, and construed in accordance with, the internal laws of the State of Virginia. The representations and warranties contained in this Escrow Agreement shall survive the execution and delivery hereof and any investigations made by any party. The headings in this Escrow Agreement are for purposes of reference only and shall not limit or otherwise affect any of the terms thereof.

12.  Execution of Counterparts This Escrow Agreement may be executed in a number of counterparts, by facsimile, each of which shall be deemed to be an original as of those whose signature appears thereon, and all of which shall together constitute one and the same instrument. This Escrow Agreement shall become binding when one or more of the counterparts hereof, individually or taken together, are signed by all the parties.

13. Other Subscriber Authorization. In the event Pope shall have executed and delivered a Disbursement Request with respect to all Escrowed Funds it deposited and subsequently additional Escrowed Funds are deposited pursuant to this Agreement, then any additional Disbursement Request shall not require the signature or other consent of Pope but shall instead require the signature of the party(ies) making such deposit.

IN WITNESS WHEREOF, the parties have executed and delivered this Escrow Agreement on the day and year first above written.

ESCROW AGENT:

TRI-STATE TITLE & ESCROW, LLC
By:
	Name:
	Title:
ASIAN BUSINESS MANAGEMENT GROUP LIMITED
By:
	Name: Chen Zhong
	Title: Chairman and CEO
POPE INVESTMENTS II LLC
By:
	Name:
	Title:

EXHIBIT A

PARTIES TO AGREEMENT

Tri-State Title & Escrow, LLC

360 Main Street

P.O. Box 391

Washington, VA 22747

(800) 984-2155 

Attention: Johnnie L. Zarecor

Telephone: (540) 675-2155

Fax:  ###-###-####

Email ***@***

Asian Business Management Group Limited 

Suite 6B, 1440 Hongqiao Road

Changning District

Shanghai

People’s Republic of China

Tel. No.: 86-21-508-05-789

Fax No.: 86-21-508-02-149

Attn: Mr. Chen Zhong

Pope Investments II LLC

5100 Poplar Avenue

Suite 805

Memphis, TN 38117

phone: (901) 763-4001

fax:  (901) 763-4229

Other Subscribers

Name of Subscriber: _____________________

Address: ____________________

Attention: __________________

Tel:

Fax:

By:
	Name:
	Title:

EXHIBIT B

SUBCRIPTION INFORMATION

Name of Subscriber
Address of Subscriber
Amount of Securities
Subscribed (US$)
Subscription Amount
Submitted Herewith
Taxpayer ID Number/
Social Security Number

EXHIBIT C

Pursuant to that certain Escrow Agreement dated effective as of April 14, 2008 among Asian Business Management Group Limited (“ABM”) and Tri-State Title & Escrow, LLC, ABM and Pope (or the Subscriber authorizing disbursement) hereby requests disbursement of funds in the amount and manner described below from account number ###-###-####, styled Tri-State Title & Escrow, LLC Escrow Account.

Please disburse to:
Amount to disburse:
Form of distribution:
Payee:
Name:
Address:
City/State:
Zip:
Please disburse to:
Amount to disburse:
Form of distribution:
Payee:
Name:
Address:
City/State:
Zip:

Subscriber		Amount
Total:

Statement of event or condition which calls for this request for disbursement:

 

 

Asian Business Management Group Limited
Date:
Name:	Chen Zhong
Title:	Chairman and CEO
POPE INVESTMENTS II LLC
Date:
Name:
Title:
(Other Subscriber)
Date:
Name:
Title: