FREELANCE COM INC
SB-2/A, EX-27, 2000-09-13
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                           FUND ESCROW AGREEMENT

THIS  AGREEMENT  made  and  entered into this _____________________ , by  and
between   ________________________________________________________ ,    whose
address is  _______________________________________________________ and whose
statutory  office is located at _______________________________________  (the
"Company") and Southwest Escrow Company, whose address is 401  North  Buffalo
Drive, Suite 205, Las Vegas, Nevada 89145 ("Escrow Agent").

                               WITTNESSETH:

   	WHEREAS, the Company desires to make an interstate public  offering  (the
"Offering") of its securities consisting of  ________________ shares under an
arrangement whereby the securities are to be offered to investors through the
Company at the offering price of $ _____________ cents per share; and

   	WHEREAS, the Offering is to be made in accordance with Regulation  SB  in
accordance with Section 8(a) of the Securities Act  of  1933  (the  "Act") in
accordance with Regulation D, Rule 504 and Sections 3(b)  and/or  4(2) of the
Act  and  the  offering  will  be  registered  in  the  State  of  Nevada  on
__________________________  ; and

    WHEREAS, the company intends to sell securities as the Company's agent on
a best-efforts basis; and

    WHEREAS, the parties wish to make provision to impound the gross proceeds
from the sale  of _____________  shared  in  the  Offering  in  escrow, which
proceeds are to be released to the Company only in the  event  of the sale of
____________________ shares, within the time set  forth  herein and otherwise
the escrowed proceeds are to be returned by  the  Escrow  Agent in accordance
with the terms and conditions set forth herein.

    WHEREAS, the company desires to establish  an  escrow  account  in  which
funds received from subscribers will be deposited pending  completion  of the
escrow period.  Southwest Escrow Company agrees to  serve  as escrow agent in
accordance with the terms and conditions set forth herein.

    WHEREAS, the Company and  the  Escrow  Agent  desire  to  enter  into  an
agreement with respect to the above described escrow.

    NOW THEREFORE, in consideration of the foregoing and mutual  promises and
covenants contained herein, it has been and IT IS  HEREBY  AGREED as follows:

    1.     Establishment  of  Escrow Account.  On or prior to the date of the
           commencement  of  the offering, the parties shall establish a non-
           interest bearing escrow account with the Escrow Agent, which shall
           be  entitled ___________________________  Escrow Account and shall
           be  located  at  Southwest Escrow Company shall be returned to the
           investor who submitted the check.

    2.     Accounting  for  Escrow  Funds.  The Company agrees that it  shall
           promptly  deliver  all  monies  received  from subscribers for the
           payment  of  the Securities to the Escrow Agent for deposit in the
           Escrow Account together with a written account of each sale, which
           account shall set forth, among other things, the subscriber's name
           and address,  the  number of securities purchased, the amount paid
           therefore and  whether  the consideration received was in the form
           of a check, draft,  money  order or wire.  All monies so deposited
           in the Escrow Account are  hereinafter  referred to as the "Escrow
           Amount."

    3.     	Deposits into the Escrow Account.  All proceeds delivered to  the
            Escrow  Agent  pursuant hereto shall  be deposited immediately by
            the Escrow Agent in the Escrow Account.  The Escrow Account shall
            be  created  and  maintained  subject  to the customary rules and
            regulations  of  the  Escrow  Agent  pertaining to such accounts.

    4.	     Rights of the Escrow Funds.  During the Escrow Period (hereinafter
            defined) in  the  company  is  aware  and  understands  that  all
            proceeds  deposited  in  the  Escrow  Account  shall  not  become
            property  of  the Company  or  other entity, or be subject to the
            debts of the Company  or  any  other entity.  Except as expressly
            provided herein with respect  to  payments be the Escrow Agent to
            the  Company,   the  Escrow  Agent  shall   make  or  permit   no
            disbursements from the Escrow Account.

    5.     	The Escrow Period.  The  Escrow  Period  shall  begins  with  the
            effective  date  of the Offering (the "Effective Date") and shall
            terminate on the  following dates:

            a.	The  Company notifies the Escrow Agent that the  offering  has
               closed; or

            b. The Company provides Escrow with notice and evidence  that the
               companies post-effective  amendment  has  been  cleared by the
               SEC; or

            c. The  Company  informs Escrow that a merger  candidate  has not
               been found and the original registration has  been  in  effect
               for 180 days.

    6(A)    Disbursement  from  the  Escrow  Account.    Upon  obtaining  the
            occurrence  of  the  events  set  forth in Paragraph  above  this
            escrow will terminate  and  10% of the proceeds on deposit  shall
            be  delivered  to  or on behalf of the Company as directed by the
            company's counsel or designated principal officer.  In  no  event
            shall the Escrow Agent release to  the  Company   funds   held in
            Escrow until $ 20,000  in  collected   funds  are  in Escrow. For
            purposes  of  this  Agreement, the  term  "collected funds" shall
            mean all funds received by the  Escrow  Agent  which have cleared
            normal banking channels and are in the form of cash.

    6(B)    Disbursement from the Escrow Account.       Upon  obtaining  the
            occurance of the events set forth in Paragraphs  5B and 5C above
            this escrow Agreement will terminate the remaining funds on deposit
            shall be dekivered to or on behalf of the  Company  as  directed
            by the company's counsel or designated principal officer.  In no
            event shall the Escrow Agent release  to  the Company funds held
            in Escrow until $ 20,000 in collected  funds are in Escrow.  For
            purposes of this Agreement,the term "collected funds" shall mean
            all funds received by the Escrow Agent which have cleared normal
            banking channels and are in the form of cash.




     	In the event the Escrow Period terminates because ______________ shares
are  not  sold  on  or  before the date specified in paragraph 5B  above, the
Escrow Agent shall within ten days of receipt of its mailing fee as described
in  paragraph  10,  return  to  each  of  the  subscribers  of  the Company's
securities  the  amounts  paid in by them, without any deductions and without
any interest earned or expenses to the subscriber, and the Escrow Agent shall
notify the Company its distribution of the funds. Each amount paid or payable
to  each  subscriber  pursuant  to  this  paragraph shall be deemed to be the
property  of  the  subscriber,  free  and  clear  of any or all claims of the
Company or any of its creditors and the respective agreements to purchase the
Company's securities made and entered into the Offering  shall  thereupon  be
deemed  ipso  facto,  to  be  canceled  without  further  liability  of  said
subscribers to pay for the securities purchased.  At such times as the Escrow
Agent shall have made all the payments and  remittances  provided for in this
paragraph, the Escrow Agent shall be  completely  discharged  and released of
any and al further liabilities and responsibilities hereunder.

    	If at any time prior to the termination of this Escrow the Escrow  Agent
is advised by the Nevada Securities Administrator that a stop  order has been
issued with respect to the registration Statement, the  Escrow  Agent  shall,
upon receipt of its mailing fee described in  paragraph  10, thereon returned
all funds to the respective subscribers.

   	7.	Discretion of Escrow Agent. The Escrow Agent, in its  actions pursuant
to this Agreement, shall be fully protected in every  reasonable  exercise of
its discretion and shall have no obligations  hereunder either to the Company
or to any other party, except as expressly set forth herein.

    	It  is  understood  and  agreed that the duties of the Escrow Agent  are
entirely ministerial, being limited to receiving monies from the  Company and
holding  and  disbursing  such  monies  in  accordance  with  this Agreement.

   	8.	Investment  of Escrow Amount.  The Escrow Agent may invest the  Escrow
Amount only in such accounts or investments  as  the  Company  may specify by
written notice.  The Company may only specify by written notice.  The Company
may  only  specify investment in (1) Federal  Deposit  Investment Corporation
insured  bank  accounts,  (2)  bank  money-market  accounts,  (3)  short-term
certificates of deposit issued by a bank, or (4) short term securities issued
or guaranteed by the U.S. government.   The  Escrow Agent shall keep accurate
records of such funds, and upon  request, provide the Company, the Securities
and Exchange Commission or  any  State  Securities  Administrator, an account
with respect thereto.

   	9.	Collection Procedure. The Escrow Agent is hereby authorized to forward
each check for collection and upon collection of the  proceeds of each check,
deposit the collected proceeds in the Escrow Account.  As an alternative, the
Escrow Agent may telephone the bank on  which  the  check is drawn to confirm
that the check has been paid.

   	Any  check returned unpaid to the Escrow Agent shall be returned  to  the
investor that submitted the check.  In  such  cases,  the  Escrow  Agent will
promptly notify the company of such return.

   	If  the  Company rejects any subscription for which the Escrow  Agent has
already collected funds, the Escrow Agent shall promptly issue a refund check
to the rejected subscriber. If the Company rejects any subscription for which
the  Escrow  Agent  has  not  yet  collected  funds  but  has  submitted  the
subscriber's check for  collection,  the  Escrow Agent shall promptly issue a
check in the amount  of  the  subscriber's  check  to the rejected subscriber
after the Escrow  Agent  has cleared such funds.  If the Escrow Agent has not
yet submitted a rejected subscriber's check for collection, the Escrow  Agent
shall  promptly  remit  the  subscriber's  check directly to the  subscriber.

    	10.	Escrow Fees.  The fee of the Escrow Agent is a minimum of  $ 750.00;
receipt of which  is  hereby  acknowledged.   In  addition,  if  the  minimum
offering amount of $ _____________  is  not  received  in  escrow  within the
escrow  period and the Escrow Agent is required to return the  funds  to  the
investors as provided in paragraph 6, or Escrow Agent  receives  a stop order
as provided in Paragraph 6, the Escrow Agent  shall  receive  a fee of $10.00
per check for such service, which fee  shall be paid in advance of any refund
mailing by Escrow Agent.  The fee agreed upon for services rendered hereunder
is  intended  as  full  compensation  for  the  Escrow  Agent's  services  as
contemplated by this  Agreement; however, in the event the conditions of this
Agreement are  not  fulfilled,  or  the  Escrow  Agent  performs any material
service not  contemplated  by  this  agreement, or there is any assignment of
interest  in  the  subject  matter  of  this  Agreement,  or   any   material
modification  thereof  or if any assignment of interest in the subject matter
of this  Agreement,  or any material modification thereof, or if any material
controversy  arises  hereunder,  or  the  Escrow  Agent  is  made party to or
justifiably intervenes in any litigation pertaining to this Agreement, or the
subject  matter hereof, the Escrow Agent shall be fully  reimbursed  for  all
such extraordinary expenses, including reasonable  attorney's  fees,  and all
extraordinary expenses shall be paid  by the Company.

    	11.	Expenses of Escrow Agent. If it is necessary for the Escrow Agent to
return funds to the purchasers of the Securities, the Company  shall  pay  to
the Escrow Agent an amount sufficient to reimburse it for  its actual cost in
disbursing such funds.  However, no such fee,  reimbursement  for  costs  and
expenses indemnification for any damages incurred by the Escrow Agent, or any
monies whatsoever shall be paid  out  of,  or  be chargeable to, the funds on
deposit in the Escrow Account.

    	12.	Limitation of Liability of Escrow Agent.  In performing  any  of its
duties  hereunder, the Escrow Agent shall not incur any liability  to  anyone
for  any  damages,  losses  or  expenses,  except  for  willful   default  or
negligence,  and  it  shall  accordingly, not incur any such  liability  with
respect to (i) any action taken or omitted in good faith  upon  advice of its
counsel  or  counsel  for the Company given with  respect  to  any  questions
relating to the duties and responsibilities of  the  Escrow  Agent under this
Agreement.;  or  (ii)  any  action taken or  omitted  in  reliance  upon  any
instrument, including the written advice  provided for herein, not only as to
its due execution and the validity  and  effectiveness of its provisions, but
also as the truth and accuracy  of  any  information contained therein, which
the Escrow Agent shall in  good  faith  believe  to  be genuine, to have been
signed or presented by a  proper  person  or persons, and to conform with the
provisions of this Agreement.

    	13.	Indemnity of Escrow Agent.  The Company hereby agrees  to  indemnify
and  hold  harmless  the  Escrow  agent against any and all  losses,  claims,
damages, liabilities and expenses, including and litigation arising from this
Agreement or involving the subject matter hereof.

    	14.	Disputes. In the event that a dispute arises as to the terms of this
agreement, the Escrow Agent shall be entitled to deposit,  in  the  nature of
any interpleader action, any documents or proceeds  then  held by such Escrow
Agent with any court of competent jurisdiction  within  the  State of Nevada.

    	15.	Entire Agreement.  This is the entire Agreement of the parties.  Any
other  agreement of any nature whether oral or written not  contained  herein
are expressly made null and void.

     16. Governing Law  This Agreement shall be governed by the laws  of  the
State of Nevada.

IN WITTNESS WHEREOF the Company, and the Escrow Agent have executed this Fund
Escrow Agreement on the day and year first above written.


By: ___________________________________________________



SOUTHWEST ESCROW AGREEMENT

By:  __________________________________________________

Dale E. Puhl, President




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