ESCROW DEPOSIT AGREEMENT

Exhibit 10.2

ESCROW DEPOSIT AGREEMENT

This ESCROW DEPOSIT AGREEMENT dated this 4th day of October, 2010 (this “Agreement”), by and among DESIGN SOURCE, INC., a Nevada corporation (“DSGS”), having an address at 100 Europa Drive, Suite 455, Chapel Hill, North Carolina 27517, INVIVO THERAPEUTICS CORPORATION, a Delaware corporation (the “Company”), having an address One Broadway, 14th Floor, Cambridge, MA 02142, SPENCER TRASK VENTURES, INC., a Delaware corporation, registered broker-dealer and a member of the Financial Industry Regulatory Authority, Inc. (“Spencer Trask” or the “Placement Agent”), having an address at 535 Madison Avenue, New York, New York 10022 and SIGNATURE BANK (the “Escrow Agent”), a New York State chartered bank, having an office at 261 Madison Avenue, New York, New York 10016. All capitalized terms not herein defined shall have the meaning ascribed to them in that certain Confidential Private Placement Memorandum dated October 4, 2010, as amended or supplemented from time to time, including all attachments, schedules and exhibits thereto (the “Memorandum”).

W I T N E S S E T H:

WHEREAS, pursuant to the terms of the Memorandum, 7,000,000 units ($7,000,000) (the “Offering Amount”), with each unit (hereinafter “Unit” or “Units”) consisting of (i) 1 share of common stock and (ii) a five year warrant exercisable for 1 share of common stock, of a public company with which the Company is consummating a reverse merger transaction, are being offered at an offering price of $1.00 per Unit (the “Offering”); and

WHEREAS, unless the Offering Amount is sold by November 15, 2010 (the “Termination Date”), which date may be extended by the Placement Agent and the Company until December 31, 2010 (the “Final Termination Date”) the Offering will terminate and all funds will be returned to the subscribers in the Offering (the “Subscribers”) without interest, penalty or offset; and

WHEREAS, in the event the Offering Amount is sold on or before the Termination Date or the Final Termination Date, if applicable, the Placement Agent and the Company shall have the right to place an additional 3,000,000 units ($3,000,000) to cover over-allotments, if any (the “Over-Allotment Amount”) provided however, that the Over-Allotment Amount can be

increased by up to an additional 100% ($6,000,000 total) at the mutual discretion of the Company and the Placement Agent; and

WHEREAS, payment for Units may be made by conversion of principal and accrued interest under the Company’s Bridge Notes (as defined in the Memorandum), which will mandatorily convert into Units upon the initial closing of the Offering (such aggregate conversion amount is referred to herein as the “Conversion Amount”);

WHEREAS, the Company, DSGS and the Placement Agent desire to establish an escrow account with the Escrow Agent into which the Company shall instruct Subscribers to deposit checks and other instruments for the payment of money made payable to the order of “Signature Bank, as Escrow Agent for InVivo Therapeutics Corporation,” and the Escrow Agent is willing to accept said checks and other instruments for the payment of money in accordance with the terms hereinafter set forth; and

WHEREAS, the Company, DSGS and the Placement Agent represent and warrant to the Escrow Agent that they have not stated to any individual or entity that the Escrow Agent’s duties will include anything other than those duties stated in this Agreement; and

WHEREAS, the Company, DSGS and the Placement Agent warrant to the Escrow Agent that a copy of the Memorandum and all other documents which have been delivered to Subscribers and third parties which include Escrow Agent’s name and duties, have been attached hereto as Schedule I.

NOW, THEREFORE, IT IS AGREED as follows:

1. Delivery of Escrow Funds.

(a) The Placement Agent, DSGS and the Company shall instruct Subscribers to deliver to Escrow Agent checks made payable to the order of “Signature Bank, as Escrow Agent for InVivo Therapeutics Corporation” or wire transfer to Signature Bank, 261 Madison Avenue, New York, New York 10016, ABA No. 026013576 for credit to Signature Bank, as Escrow Agent for InVivo Therapeutics Corporation, Account No. 1501508892, in each case, with the

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name, address and social security number or taxpayer identification number of the individual or entity making payment. In the event any Subscriber’s address and/or social security number or taxpayer identification number are not provided to Escrow Agent by the Subscriber, then Placement Agent and/or the Company agree to promptly provide Escrow Agent with such information. The checks or wire transfers shall be deposited into a non interest-bearing account at Signature Bank entitled “Signature Bank, as Escrow Agent for InVivo Therapeutics Corporation” (the “Escrow Account”).

(b) The collected funds deposited into the Escrow Account are referred to as the “Escrow Funds.”

(c) The Escrow Agent shall have no duty or responsibility to enforce the collection or demand payment of any funds deposited into the Escrow Account. If, for any reason, any check deposited into the Escrow Account shall be returned unpaid to the Escrow Agent, the sole duty of the Escrow Agent shall be to return the check to the Subscriber and advise the Company, DSGS and the Placement Agent promptly thereof.

(d) Escrow Agent shall hold all Escrow Funds in the Escrow Account free from any lien, claim or offset of Escrow Agent, except as set forth herein.

2. Release of Escrow Funds. The Escrow Funds shall be paid by the Escrow Agent in accordance with the following:

(a) In the event that the Company, DSGS and the Placement Agent advise the Escrow Agent in writing that the Offering has been terminated (the “Termination Notice”), the Escrow Agent shall promptly return the funds paid by each Subscriber to said Subscriber without interest or deduction, penalty or expense.

(b) If, prior to 3:00 P.M. (local New York City time) on the Termination Date, the Escrow Agent receives written notification, in the form of Exhibit A, attached hereto and made a part hereof, and signed by the Company and the Placement Agent, stating that the Termination

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Date has been extended to a date on or prior to the Final Termination Date, the date shall be so extended (the “Extension Notice”).

(c) Provided that the Escrow Agent did not receive the Termination Notice and the funds deposited into the Escrow Account (“Deposited Amount”) are equal to or exceed the Offering Amount less the Conversion Amount on or prior to (i) the Initial Termination Date or (ii) the Final Termination Date (in the event that the Escrow Agent has received an Extension Notice), the Escrow Agent shall, upon receipt of (i) written instructions, in form and substance satisfactory to the Escrow Agent, received from the Company, DSGS and the Placement Agent, and (ii) a certification, executed by the Company, DSGS and the Placement Agent, stating that the sum of the Deposited Amount and the Conversion Amount equals or exceeds the Offering Amount, pay the Escrow Funds in accordance with such written instructions, such payment or payments to be made by wire transfer on the same Banking Day (as defined in Section 2(f) hereof) of receipt of such written instructions (the “First Closing”); provided, however, if such instructions are received no later than 3:00 P.M. (New York City time) on any day, such payments shall be made by the Escrow Agent so that they are received before 3:00 PM (New York City time) on the next day which is a Banking Day. The same procedures shall be coordinated with respect to any subsequent closings occurring prior to the Initial Termination Date or the Final Termination Date, as applicable. Notwithstanding anything contained herein, a final closing may be held no later than 10 business days after the Initial Termination Date or the Final Termination Date, as applicable.

(d) If by 3:00 P.M. (New York City time) on the Initial Termination Date or, in the event that the Escrow Agent has received the Extension Notice, on the Final Termination Date, the Escrow Agent (i) has not received written instructions from the Company, DSGS and the Placement Agent pursuant to Section 2(c) hereof regarding the disbursement of the Escrow Funds, or (ii) there is a balance in the Escrow Account of less than the Offering Amount and the First Closing has not yet occurred, then the Escrow Agent shall promptly return the Escrow Funds to the Subscribers without interest or deductions, penalty or expense and shall promptly notify the Company, DSGS and the Placement Agent thereof. The Escrow Funds returned to each Subscriber shall be free and clear of any and all claims of the Escrow Agent. The Escrow

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Agent shall give the Company, DSGS and the Placement Agent prompt notice of its intent to return the Escrow Funds in accordance with this paragraph (d).

(e) The Escrow Agent shall not be required to pay any uncollected funds or any funds which are not available for withdrawal.

(f) If the Termination Date or Final Termination Date or any other date that is a deadline under this Agreement for giving the Escrow Agent notice or instructions or for the Escrow Agent to take action is not a Banking Day, then such date shall be changed to the Banking Day that immediately precedes such date. A “Banking Day” is any day other than a Saturday, Sunday or a day that a New York State chartered bank is not legally obligated to be opened.

(g) The Company may reject or cancel any subscription for Units in whole or in part. If payment for any such rejected or canceled subscription has been delivered to the Escrow Agent, the Company, DSGS and the Placement Agent will inform the Escrow Agent of the rejection or cancellation, and the Escrow Agent upon receiving such notice shall promptly return such funds to said Subscriber, but in no event prior to those funds becoming collected and available for withdrawal.

3. Acceptance by Escrow Agent. The Escrow Agent hereby accepts and agrees to perform its obligations hereunder, provided that:

(a) The Escrow Agent may act in reliance upon any signature believed by it to be genuine, and may assume that any person who has been designated by the Placement Agent, DSGS or the Company to give any written instructions, notice or receipt, or make any statements in connection with the provisions hereof has been duly authorized to do so. The Escrow Agent shall have no duty to make inquiry as to the genuineness, accuracy or validity of any statements or instructions or any signatures on statements or instructions. The names and true signatures of each individual authorized to act singly on behalf of the Company, DSGS and the Placement Agent are listed on Schedule II, which is attached hereto and made a part hereof. The Company, DSGS and the Placements Agent may each remove or add one or more of its authorized signers

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listed on Schedule II by notifying the Escrow Agent of such change in accordance with this Agreement, which notice shall include the true signature for any new authorized signatories.

(b) The Escrow Agent may act relative hereto in reliance upon advice of counsel in reference to any matter connected herewith. The Escrow Agent shall not be liable for any mistake of fact or error of judgment or law, or for any acts or omissions of any kind, unless caused by its willful misconduct or gross negligence.

(c) Each of the Placement Agent, DSGS and the Company agree to indemnify and hold the Escrow Agent harmless from and against any and all claims, losses, costs, liabilities, damages, suits, demands, judgments or expenses (including but not limited to reasonable attorney’s fees) claimed against or incurred by Escrow Agent, in good faith, arising out of or related, directly or indirectly, to this Agreement unless caused by a breach of this Agreement by the Escrow Agent or by the Escrow Agent’s gross negligence or willful misconduct.

(d) In the event that the Escrow Agent shall be uncertain as to its duties or rights hereunder, the Escrow Agent shall be entitled to (i) refrain from taking any action other than to keep safely the Escrow Funds until it shall be directed otherwise by a court of competent jurisdiction, or (ii) deliver the Escrow Funds to a court of competent jurisdiction.

(e) The Escrow Agent shall have no duty, responsibility or obligation to interpret or enforce the terms of any agreement other than Escrow Agent’s obligations hereunder, and the Escrow Agent shall not be required to make a request mat any monies be delivered to the Escrow Account, it being agreed that the sole duties and responsibilities of the Escrow Agent, to the extent not prohibited by applicable law, shall be (i) to accept checks or other instruments for the payment of money and wire transfers delivered to the Escrow Agent for the Escrow Account and deposit said checks and wire transfers into the non-interest bearing Escrow Account, and (ii) to disburse or refrain from disbursing the Escrow Funds as stated above, provided that the checks received by the Escrow Agent have been collected and are available for withdrawal.

4. Escrow Account Statements and Information. The Escrow Agent agrees to send to the Company, DSGS and/or the Placement Agent a copy of the Escrow Account periodic statement,

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upon request in accordance with the Escrow Agent’s regular practices for providing account statements to its non-escrow clients and to also provide the Company, DSGS and/or Placement Agent, or their designee, upon request other deposit account information, including Account balances, by telephone or by computer communication, to the extent practicable. The Company, DSGS and Placement Agent agree to complete and sign all forms or agreements required by the Escrow Agent for that purpose. The Company, DSGS and Placement Agent each consent to the Escrow Agent’s release of such Account information to any of the individuals designated by Company, DSGS or Placement Agent, which designation has been signed in accordance with paragraph 3(a) by any of the persons in Schedule II. Further, the Company, DSGS and Placement Agent have an option to receive e-mail notification of incoming and outgoing wire transfers. If this e-mail notification service is requested and subsequently approved by the Escrow Agent, the Company, DSGS and Placement Agent agree to provide a valid e-mail address and other information necessary to set-up this service and sign all forms and agreements required for such service. The Company, DSGS and Placement Agent each consent to the Escrow Agent’s release of wire transfer information to the designated e-mail address(es). The Escrow Agent’s liability for failure to comply with this section shall not exceed the cost of providing such information.

5. Resignation and Termination of the Escrow Agent. The Escrow Agent may resign at any time by giving 30 days’ prior written notice of such resignation to each of the Placement Agent, DSGS and the Company. Upon providing such notice, the Escrow Agent shall have no further obligation hereunder except to hold the Escrow Funds which it receives until the end of such 30-day period. In such event, the Escrow Agent shall not take any action, other than receiving and depositing funds, until the Company together with DSGS and the Placement Agent have designated a banking corporation, trust company, attorney or other person as successor. Upon receipt of such written designation signed by the Placement Agent, DSGS and the Company, the Escrow Agent shall promptly deliver the Escrow Funds to such successor and shall thereafter have no further obligations hereunder. If such instructions are not received within 30 days following the effective date of such resignation, then the Escrow Agent may deposit the Escrow Funds and any other amounts held by it pursuant to this Agreement with a clerk of a court of

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competent jurisdiction pending the appointment of a successor. In either case provided for in this paragraph, the Escrow Agent shall be relieved of all further obligations and released from all liability thereafter arising with respect to the Escrow Funds.

6. Termination. The Company, DSGS and the Placement Agent may terminate the appointment of the Escrow Agent hereunder upon written notice specifying the date upon which such termination shall take effect, which date shall be at least 30 days from the date of such notice. In the event of such termination, the Company, DSGS and the Placement Agent shall, within 30 days of such notice, appoint a successor escrow agent and the Escrow Agent shall, upon receipt of written instructions signed by the Company, DSGS and the Placement Agent, turn over to such successor escrow agent all of the Escrow Funds; provided, however, that if the Company, DSGS and the Placement Agent fail to appoint a successor escrow agent within such 30-day period, such termination notice shall be null and void and the Escrow Agent shall continue to be bound by all of the provisions hereof. Upon receipt of the Escrow Funds, the successor escrow agent shall become the Escrow Agent hereunder and shall be bound by all of the provisions hereof and Signature Bank shall be relieved of all further obligations and released from all liability thereafter arising with respect to the Escrow Funds.

7. Investment. All funds received by the Escrow Agent will be held only in non-interest bearing bank accounts at Signature Bank.

8. Compensation. Escrow Agent shall be entitled, for the duties to be performed by it hereunder, to a fee of $3,500 which fee shall be paid by the Company promptly following the signing of this Agreement. In addition, the Company shall be obligated to reimburse the Escrow Agent for all fees, costs and expenses that become due or are incurred in good faith in connection with the Escrow Account and this Agreement, including reasonable counsel fees. Neither the modification, cancellation, termination or rescission of this Agreement, nor the resignation or termination of the Escrow Agent shall affect the right of the Escrow Agent to retain the amount of any fee which has been paid, or be reimbursed or paid for any fees, costs or expenses that have been incurred or become due prior to the effective date of any such modification, cancellation, termination, resignation or rescission. To the extent the Escrow Agent has incurred

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any such costs or expenses or any such fees become due prior to any closing, the Escrow Agent shall advise the Company and the Company shall direct all such amounts to be paid directly at any such closing.

9. Notices. All notices, requests, demands and other communications required or permitted to be given hereunder shall be in writing and shall be deemed to have been duly given if sent by hand-delivery, by facsimile (followed by first-class mail), by nationally recognized overnight courier service or by registered or certified mail, return receipt requested, in each case costs prepaid, to the addresses set forth below.

If to Spencer Trask:

Spencer Trask Ventures, Inc.

535 Madison Avenue

New York, New York 10022

Attention: John Heidenreich, President

Fax: (212)  ###-###-####

With a copy to:

Littman Krooks LLP

655 Third Avenue, 20^th Floor

New York, New York 10017

Attention: Steven D. Uslaner, Esq.

Fax: (212)  ###-###-####

If to the Company:

InVivo Therapeutics Corporation

One Broadway, 14th Floor

Cambridge, MA 02142

Attention: Frank Reynolds, Chief Executive Officer

Fax: (617)  ###-###-####

With a copy to:

Meister Seelig & Fein LLP

140 East 45^th Street, 19^th Floor

New York, New York 10017

Attention: Mitchell L. Lampert, Esq.

Fax: (212)  ###-###-####

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If to DSGS:

Design Source, Inc.

100 Europa Drive, Suite 455

Chapel Hill, North Carolina 27517

Attention: Peter Reichard

Fax: (919)  ###-###-####

With a copy to:

Gottbetter & Partners, LLP

488 Madison Ave., 12th Fl.

New York, NY 10022

Attention: Scott E. Rapfogel

Fax: (212)  ###-###-####

If to Escrow Agent:

Signature Bank

261 Madison Avenue

New York, New York 10016

Attention: Cliff Broder, Group Director and Senior Vice President

Fax: (646)  ###-###-####

10. General.

(a) This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York applicable to agreements made and to be entirely performed within such State without regard to choice of law principles and any action brought hereunder shall be brought in the courts of the State of New York, located in the County of New York. Each party hereto irrevocably waives any objection on the grounds of venue, forum non-conveniens or any similar grounds and irrevocably consents to service of process by mail or in any manner permitted by applicable law and consents to the jurisdiction of said courts. Each of the parties hereto hereby waives all right to trial by jury in any action, proceeding or counterclaim arising out of the transactions contemplated by this Agreement.

(b) This Agreement sets forth the entire agreement and understanding of the parties with respect to the matters contained herein and supersedes all prior agreements, arrangements and understandings relating thereto.

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(c) All of the terms and conditions of this Agreement shall be binding upon, and inure to the benefit of and be enforceable by, the parties hereto, as well as their respective successors and assigns.

(d) This Agreement may be amended, modified, superseded or canceled, and any of the terms or conditions hereof may be waived, only by a written instrument executed by each party hereto or, in the case of a waiver, by the patty waiving compliance. The failure of any party at any time or times to require performance of any provision hereof shall in no manner affect its right at a later time to enforce the same. No waiver of any party of any condition, or of the breach of any term contained in this Agreement, whether by conduct or otherwise, in any one or more instances shall be deemed to be or construed as a further or continuing waiver of any such condition or breach or a waiver of any other condition or of the breach of any other term of this Agreement. No party may assign any rights, duties or obligations hereunder unless all other parties have given their prior written consent.

(e) If any provision included in this Agreement proves to be invalid or unenforceable, it shall not affect the validity of the remaining provisions.

(f) This Agreement and any amendment or modification of this Agreement may be executed in several counterparts or by separate instruments and all of such counterparts and instruments shall constitute one agreement, binding on all of the parties hereto.

11. Form of Signature. The parties hereto agree to accept a facsimile transmission copy of their respective actual signatures as evidence of their actual signatures to this Agreement and any amendment or modification of this Agreement; provided, however, that each party who produces a facsimile signature agrees, by the express terms hereof, to place, promptly after transmission of his or her signature by fax, a true and correct original copy of his or her signature in overnight mail to the address of the other party.

(The remainder of this page has been intentionally left blank)

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IN WITNESS WHEREOF, the parties have duly executed this Escrow Deposit Agreement as of the date first set forth above.

SPENCER TRASK VENTURES, INC.
By:		/s/ John Heidenreich
Name:		John Heidenreich
Title:		President
INVIVO THERAPEUTICS CORPORATION
By:		/s/ Frank Reynolds
Name:		Frank Reynolds
Title:		Chief Executive Officer
DESIGN SOURCE, INC.
By:		/s/ Peter A. Reichard
Name:		Peter A. Reichard
Title:		Chief Executive Officer, Chief Financial and Accounting Officer
SIGNATURE BANK
By:
		Name:
		Title:
By:
		Name:
		Title: VP

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IN WITNESS WHEREOF, the parties have duly executed this Escrow Deposit Agreement as of the date first set forth above.

SPENCER TRASK VENTURES, INC.
By:		/s/ John Heidenreich
Name:		John Heidenreich
Title:		President
INVIVO THERAPEUTICS CORPORATION
By:		/s/ Frank Reynolds
Name:		Frank Reynolds
Title:		Chief Executive Officer
DESIGN SOURCE, INC.
By:		/s/ Peter A. Reichard
Name:		Peter A. Reichard
Title:		Chief Executive Officer, Chief Financial and Accounting Officer
SIGNATURE BANK
By:
		Name:
		Title:
By:
		Name:
		Title: VP

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IN WITNESS WHEREOF, the parties have duly executed this Escrow Deposit Agreement as of the date first set forth above.

SPENCER TRASK VENTURES, INC.
By:		/s/ John Heidenreich
Name:		John Heidenreich
Title:		President
INVIVO THERAPEUTICS CORPORATION
By:		/s/ Frank Reynolds
Name:		Frank Reynolds
Title:		Chief Executive Officer
DESIGN SOURCE, INC.
By:		/s/ Peter A. Reichard
Name:		Peter A. Reichard
Title:		Chief Executive Officer, Chief Financial and Accounting Officer
SIGNATURE BANK
By:
		Name:
		Title:
By:
		Name:
		Title: VP

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Exhibit A

Extension Notice

Date:                     

Signature Bank

261 Madison Avenue

New York, New York 10016

Attention: Cliff Broder, Group Director and Senior Vice President

Dear Mr. Broder:

In accordance with the terms of Section 2(b) of an Escrow Deposit Agreement dated October 4, 2010 by and among INVIVO THERAPEUTICS CORPORATION (the “Company”), DESIGN SOURCE, INC. (“DSGS”), SPENCER TRASK VENTURES, INC. (“Spencer Trask”) and SIGNATURE BANK (the “Escrow Agent”), the Company, DSGS and Spencer Trask hereby notify the Escrow Agent that the Termination Date has been extended to [                     , 2010], the Final Termination Date.

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Schedule I

OFFERING DOCUMENTS

Schedule II

The Escrow Agent is authorized to accept instructions signed or believed by the Escrow Agent to be signed by any one of the following on behalf of the Company, DSGS and Spencer Trask.

Schedule II

The Escrow Agent is authorized to accept instructions signed or believed by the Escrow Agent to be signed by any one of the following on behalf of the Company, DSGS and Spencer Trask.

Schedule II

The Escrow Agent is authorized to accept instructions signed or believed by the Escrow Agent to be signed by any one of the following on behalf of the Company, DSGS and Spencer Trask.