This Escrow Agreement (the "Agreement") is made and entered into by and among T. Alan Owen & Associates,
P.C. ("TAO"), Attorneys at Law, Arlington, Texas, and Online Processing, Inc. ("OPI"), a Nevada corporation,
on behalf of all subscribers (the "Investors") to the initial public offering (the "Offering") of common stock by OPI,
pursuant to a Registration Statement filed under the Securities Act of 1933 on Form SB-1.
1.1 Purchase of Shares. The Investors, at a price of $0.25 per share, desire to individually purchase from OPI,
an aggregate of between 400,000 shares and 2,000,000 shares (the "Shares") of the common stock of OPI
pursuant to the terms of the Offering. However, there is no certainty that any Shares may be purchased under the
1.2 Purpose Hereof. In order to facilitate the purchase of the Shares, OPI shall deposit all funds received by it
from the sale of the Shares to Investors (the "Escrow Funds") with TAO, and TAO shall hold the Escrow Funds
and not release them to OPI until such time as is described below.
2.1 Appointment of TAO. TAO is hereby appointed as Escrow Agent to receive, hold, and distribute all funds
deposited by the Investors for Shares, all as hereinafter provided.
2.2 Deposit and Receipt of Funds. TAO shall deposit all funds for purchase of the Shares in its Attorney Trust
Account (the "Escrow Account"). Concurrently with the delivery of the deposits by each Investor, TAO shall give
each Investor and OPI a receipt for the funds received by TAO.
2.3 Disbursement of Escrow Funds. Following deposit into the Escrow Account of funds totaling $100,000.00,
TAO shall disburse all such funds to OPI and shall notify all Investors that placed Escrow Funds with TAO that
such disbursement has taken place.
2.4 TAO's Responsibility. TAO's sole responsibility under this Agreement shall be for the recording of deposits
by the Investors, the safekeeping of the Escrow Funds, and the disbursement thereof in a