ESCROW AGREEMENT
This Escrow Agreement (the "Agreement") dated as of August 21, 2007 is by and between, Cienega
Creek Holdings, Inc (the “Company”) and U.S. Bank National Association (the "Escrow Agent"). The
“Escrow Agent” and the “Company” may also be hereinafter referred to as the “Parties.”
RECITALS
The Company desires to establish an escrow account with the Escrow Agent into which certain monies
and documents will be deposited and held in escrow until a minimum of $100,000 has been raised in
connection with that certain Public Offering registered on form SB-2 with the U.S. Securities and
Exchange Commission and dated July 12, 2007 and those certain Subscription Agreement and
Instructions in connection with the Public Offering (collectively, the “Offering Documents”) by
individuals or entities desiring to purchase interests in the Company (“Subscribers”); and
U.S. Bank National Association has agreed to act as Escrow Agent on behalf of the Company on the
terms and conditions set forth in this Agreement;
NOW, THEREFORE, in consideration of the premises the Parties agree as follows:
1. ESCROW FEES: The Company hereby agrees to pay the Escrow Agent an advance payment
for ordinary services rendered hereunder (the "Escrow Fee") which shall be calculated in
accordance with the Escrow Agent's fee schedule attached as Exhibit A. The Company further
agrees to pay the Escrow Agent reasonable fees, which shall be agreed upon between the Parties,
for any services in addition to those provided for herein to the extent that the Company has
expressly requested such extraordinary services and has been made aware of their cost in advance
of their performance.
2. DEPOSITS: The Company shall deliver to the Escrow Agent all checks, drafts and money
orders ("Subscription Payments") and all Subscription Agreement and Instruc