(b)   Stockholders’ Representative, on behalf of Stockholders, and Buyer will jointly and severally indemnify and hold harmless the Escrow Agent and each director, employee, attorney, agent and affiliate of the Escrow Agent for, and hold it harmless against, any loss, liability or expense incurred, unless caused by or arising out of gross negligence, willful misconduct or bad faith on the part of the Escrow Agent or breach by the Escrow Agent of the terms of this Agreement, arising out of or in connection with its entering into this Agreement and carrying out its duties hereunder, including the costs and expenses of defending itself against any claim of

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liability.  The obligations of the Stockholders, through the Stockholders’ Representative, and Buyer under this Section 8(b) will survive the termination of this Agreement and the resignation or removal of the Escrow Agent.

(c)   The Escrow Agent will prepare and deliver to Buyer and Stockholders’ Representative within ten business days after the end of each calendar month or partial calendar month ending prior to or on the date of termination of this Agreement, a written account describing all transactions with respect to the Escrow Account during such calendar month.

(d)   The duties and responsibilities of the Escrow Agent under this Agreement will be determined solely by the express provisions of this Agreement, and no other or further duties or responsibilities will be implied.  Such duties and responsibilities are purely ministerial in nature and the Escrow Agent will under no circumstances be deemed to be a fiduciary to any party or person.  The Escrow Agent will never be required to advance its own funds or incur personal financial liability in performing its duties under this Agreement.

(e)   The Escrow Agent may act upon any instrument or other writing provided by a duly authorized officer of any of the parties hereto believed by it in good faith to be genuine, and to be signed or presented by the proper person and on the legal advice of its counsel in making payments as provided herein.  The Escrow Agent will not be liable in connection with the performance by it of its duties pursuant to the provisions of this Agreement, except for its own willful misconduct, gross negligence or breach by it of the express terms of this Agreement.

(f)    The Escrow Agent will be entitled to refrain from taking any action contemplated by this Agreement in the event that it becomes aware of any disagreement between the parties hereto as to any facts or as to the happening of any contemplated event precedent to such action. In the event that (i) any dispute will arise between the parties with respect to the disposition or disbursement of any of the assets held hereunder or (ii) the Escrow Agent will be uncertain as to how to proceed in a situation not explicitly addressed by the terms of this Agreement whether because of conflicting demands by the other parties hereto or otherwise, the Escrow Agent will be permitted to interplead all of the assets held hereunder into a court of competent jurisdiction, and thereafter be fully relieved from any and all liability or obligation with respect to such interpleaded assets.  The parties hereto other than the Escrow Agent further agree to pursue any redress or recourse in connection with such a dispute, without making the Escrow Agent a party to the same.

(g)   IN NO EVENT WILL THE ESCROW AGENT BE LIABLE, DIRECTLY OR INDIRECTLY, FOR ANY SPECIAL, INDIRECT OR CONSEQUENTIAL LOSSES OR DAMAGES OF ANY KIND WHATSOEVER (INCLUDING BUT NOT LIMITED TO LOST PROFITS), EVEN IF THE ESCROW AGENT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES AND REGARDLESS OF THE FORM OF ACTION.

(h)   The Escrow Agent will have the right, but not the obligation, to consult with counsel of choice and will not be liable for action taken or omitted to be taken by it in good faith in accordance with the advice of such counsel. If the Escrow Agent becomes involved in litigation on account of this Agreement, it will have the right to retain counsel and will have a first lien on the property deposited hereunder for any and all costs, attorneys' fees, charges, disbursements,

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and expenses in connection with such litigation; and will be entitled to reimburse itself therefor out of the property deposited hereunder, and if it will be unable to reimburse itself from the property deposited hereunder, the parties hereto jointly and severally agree to pay to the Escrow Agent on demand its reasonable charges, counsel and attorneys' fees, disbursements, and expenses in connection with such litigation.  The Escrow Agent will have the right to perform any of its duties hereunder through agents, attorneys, custodians or nominees without liability for the acts or nonaction of any such party selected with due care.

(i)    Any banking association or corporation into which the Escrow Agent may be merged, converted or with which the Escrow Agent may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Escrow Agent will be a party, or any banking association or corporation to which all or substantially all of the corporate trust or escrow business of the Escrow Agent will be sold or otherwise transferred, will succeed to all the Escrow Agent’s rights, obligations and immunities hereunder without the execution or filing of any paper or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding.

(j)    Notwithstanding any other provision of this Agreement, the Escrow Agent will not be obligated to perform any obligation hereunder and will not incur any liability for the nonperformance or breach of any obligation hereunder to the extent that the Escrow Agent is delayed in performing, unable to perform or breaches such obligation because of acts of God, war, terrorism, fire, floods, strikes, electrical outages, equipment or transmission failures, or other causes reasonably beyond its control.

(k)   In the event funds transfer instructions are given (other than in writing at the time of the execution of the Agreement), whether in writing, by telecopier or otherwise, the Escrow Agent is authorized to seek confirmation of such instructions by telephone call-back to the person or persons designated on Exhibit C hereto, and the Escrow Agent may rely upon the confirmations of anyone purporting to be the person or persons so designated. The persons and telephone numbers for call-backs may be changed only in writing actually received and acknowledged by the Escrow Agent.  The parties to the Agreement acknowledge that such security procedure is commercially reasonable.  It is understood that the Escrow Agent and the beneficiary’s bank in any funds transfer may rely solely upon any account numbers or similar identifying number provided by any party hereto to identify (i) the beneficiary, (ii) the beneficiary’s bank or (iii) an intermediary bank.  The Escrow Agent may apply funds for any payment order it executes using any such identifying number, even where its use may result in a person other than the beneficiary being paid, or the transfer of funds to a bank other than the beneficiary’s bank, or an intermediary bank, designated.

9.             Resignation of Escrow Agent; Appointment of Successor.  The Escrow Agent may at any time resign by giving 90 days’ prior written notice of resignation to Buyer and to Stockholders’ Representative.  Buyer and Stockholders’ Representative may at any time, with or without cause, jointly remove the Escrow Agent by giving ten days’ prior written notice signed by Buyer and Stockholders’ Representative to the Escrow Agent.  If the Escrow Agent resigns or is removed, a successor escrow agent, which will be a bank or trust company with assets in excess of $1 billion, will be appointed jointly by Buyer and Stockholders’

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Representative, who will notify the Escrow Agent by written instrument executed by Buyer and Stockholders’ Representative and delivered to the Escrow Agent and to such successor escrow agent and, thereupon, the resignation or removal of the predecessor Escrow Agent will become effective and such successor escrow agent, without any further act, deed or conveyance, will become vested with all right, title and interest to all cash and property held hereunder of such predecessor Escrow Agent.  The predecessor Escrow Agent will be discharged from its obligations under this Agreement but will not be discharged from any liability for actions taken as Escrow Agent hereunder prior to such succession.  The predecessor Escrow Agent will transmit all records pertaining to the Escrow Amount held by it and will pay all of the Escrow Amount held by it to the successor Escrow Agent.  If no successor escrow agent will have been appointed within [90] days of a notice of resignation by the Escrow Agent, the Escrow Agent’s sole responsibility will thereafter be to hold the Escrow Fund until the earlier of its receipt of designation of a successor escrow agent, a joint written instruction by Buyer and Stockholders’ Representative and the termination of this Agreement in accordance with its terms.

10.           Stockholders’ Representative. 

(a)   Appointment.  Pursuant to the Merger Agreement, the Stockholders’ Representative shall act as agent and attorney-in-fact for the Stockholders and is entitled to give and receive notices and communications, to authorize delivery to the Indemnitees of distributions from the Escrow Fund in satisfaction of claims by the Indemnitees, to object to such deliveries in accordance with the terms of this Escrow Agreement, to agree to, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to such claims, and to take all actions necessary or appropriate in the judgment of the Stockholders’ Representative for the accomplishment of the foregoing.  All actions of the Stockholders’ Representative shall be in writing signed by the Stockholders’ Representative, or his or her successor, acting in the capacity of Stockholders’ Representative.  The person designated to be the Stockholders’ Representative may be changed in accordance with the provisions set forth in Section 2.11(c) of the Merger Agreement.

(b)   Expenses.  At any time, or from time to time, prior to the final distribution of the entire Escrow Fund pursuant to the provisions and priority of parties set forth in Section 5(e), the Stockholders’ Representative may deliver notice to the Escrow Agent and Buyer setting forth the amount of any out-of-pocket expenses reasonably incurred by the Stockholders’ Representative in connection with his duties under the Merger Agreement and this Escrow Agreement (the “Stockholders’ Representative’s Expenses”) regardless of whether or not those expenses are incurred in advance of final disposition of any dispute relating to entitlement to indemnity; provided, however, that the Stockholders’ Representative shall not be entitled to payment in excess of $150,000 in the aggregate, until all Claim Amounts have been paid and a Distribution Amount is payable to the Stockholders under Section 5(c).  For the avoidance of doubt, such $150,000 limitation shall not be a limitation between the Stockholders’ Representative and the Stockholders, and all expenses of the Stockholders’ Representative may be charged against the Escrow Fund (assuming the other deductions identified in Section 5(e) have been satisfied) before any Distribution Amount is payable to the Stockholders.  The expense of the Stockholders’ Representative shall include any loss, liability or expense of the Stockholders’ Representative incurred in acting as such, including legal fees and expenses, cost of insurance protection and any other items, it being the intention of the parties that by agreeing to act as such, the Stockholders’ Representative shall not incur any personal liability vis a vis the Stockholders.