ESCROWAGREEMENT

Exhibit 10.1

ESCROW AGREEMENT

THIS ESCROW AGREEMENT (the “Agreement”) is made and entered into as of __________________________, by and among WELLSPRING AEROSPACE INTERNATIONAL, INC., a Nevada Corporation, (the “Company”), and BRANCH BANKING AND TRUST COMPANY, a North Carolina banking corporation (the “Escrow Agent”). This Agreement shall be effective as provided in Paragraph 1 below.

WHEREAS, the Company proposes to offer and sell up to 4,000,000 shares of its Common Stock ("Common Stock") (collectively, the “Shares” or “Securities”) in a Mimi/Max Offering of a Minimum Subscription of $500,000 (1,000,000 Common Shares ) to cause breaking of escrow, and a Maximum Offering of $2,000,000 (4,000,000 Common Shares) at a Share purchase price of $0.50 per Share (the “Shares”) to investors pursuant to the Company’s Confidential Offering Memorandum (the “Offering”), dated __________________; and

WHEREAS, The Share Offering is conditioned upon the sale of a minimum of 1,000,000 Common shares for a total of $500,000 of the offered Shares on or before __________________ (the “Initial Closing Date”) or such later date if the Offering is extended for an additional period of up to ninety (90) days in the sole discretion of the Company. Upon reaching the Minimum Offering of 1,000,000 shares ($500,000), all additional funds generated from the sale of Shares in the Offering will be submitted directly to the Company for immediate use; and

WHEREAS, the Company has agreed that the subscription price paid by subscribers for Units will be refunded to such subscribers if the Minimum amount of Shares offered (1,000,000 Shares) have not been sold and paid for by the respective Closing Date of _____________________ or such later date if the Offering is extended for an additional period of up to ninety (90) days, by notice from the Company to the Escrow Agent; and

WHEREAS, the Company desires to establish an escrow in which funds received from subscribers will be deposited until the respective Closing Date or such earlier date on which subscriptions for the required number of Minimum Shares have been received, and the Escrow Agent is willing to serve as Escrow Agent upon the terms and conditions herein set forth; and

WHEREAS, in order to subscribe for Shares, a subscriber must deliver the full amount of its subscription: (i) by check in U.S. dollars, or (ii) as otherwise agreed to by the Company (collectively, the “Payment”).

NOW, THEREFORE, in consideration of the premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties, the parties covenant and agree as follows:

or

IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the date first above written.

ATTACHMENT I

Escrow Agent Fee Schedule

Note: This fee provides consideration for program review, due diligence and activities leading up to and including the account establishment. This fee is payable in full on or before Closing Date, and shall not be pro-rated.

Note: This fee is paid on an annual billing period, payable in advance and commencing Closing Date.

Note: This fee shall be charged each billing period, based [per trade; upon an estimate an of 0 trades per billing period; upon investment average invested balances at .0000% over each billing cycle].

Note: Accounts will initially be established with web-based online, view-only statement provider, TamLink. These online services shall be available to the Client free of charge. Online TamLink statements can be printed into a paper format and downloaded into data files that may be manipulated by the Client through Excel® or other analytical and reporting computer applications. If the Client requests a paper statement, then the Client shall be charged at the rate of $1,000 per year.

Note: BB&T may use legal counsel of its own selection (acceptable to the client), and all legal counsel expenses of BB&T shall be paid by the Client promptly upon presentment. If permitted under the governing documents, the expenses shall be born by the trust. If internal counsel is employed, a rate of $500 per hour will be applied.

Note: Due to the processing services required, termination fees for any reason, including but not limited to early call or put, defeasance, or sale and liquidation, shall entitle BB&T to a single Termination Fee as indicated above. In addition, because BB&T has priced the services described herein, in part, on the basis of the program duration estimate of [insert length of time by years and months], in the event the program terminates prior to this estimated duration, BB&T shall be entitled to the pro-rata portion of fees on a present value basis using an annual discount rate of 10.00%.

Note: These represent ordinary out-of-pocket expenses estimated as a percentage of the Administration Fee to be calculated by annual rate, and are payable on a pro-rata basis at the time each Administration Fee becomes due and payable. These fees do not represent extraordinary fees or expenses not otherwise contemplated within this Fee Schedule or the governing documentation.

Caveats and Assumptions