CONVERSION ESCROW AGREEMENT
CONVERSION ESCROW AGREEMENT (this "Agreement"), dated as of August 18, 2000, by and among
WALL STREET STRATEGIES CORPORATION, a corporation organized under the laws of Nevada (the
"Company"), BRYAN CAVE LLP (the "Escrow Agent"), and and CALP II LIMITED PARTNERSHIP, a
Bermuda limited partnership (the "Holder").
A. Simultaneously with the execution of this Agreement, the Holder has entered into an 8% Series A Convertible
Preferred Stock Subscription Agreement, dated as of the date hereof (the "Subscription Agreement"), with the
Company, pursuant to which the Holder has agreed to purchase shares of the Company's 8% Series A
Convertible Preferred Stock, par value $0.001 (the "Preferred Stock").
B. Upon the closing of the transaction contemplated by the Subscription Agreement (the "Closing"), the Holder
will receive ten shares of Preferred Stock, and, commencing thirty days thereafter, will have the right, from time
to time, to convert the shares of Preferred Stock into shares of the Company's Common Stock, par value $0.001
(the "Common Stock"), in accordance with the terms of the Preferred Stock as set forth in the Certificate of
Designation relating thereto.
C. The Escrow Agent is willing to act as escrow agent pursuant to the terms of this Agreement with respect to the
delivery of the shares of Common Stock upon conversion of the Preferred Stock.
D. All Capitalized terms used but not defined herein shall have the meanings ascribed thereto in the Subscription
NOW, THEREFORE, IT IS AGREED:
1. DEPOSIT. Simultaneously with the Closing, the Holder shall deposit with the Escrow Agent a copy of this
Escrow Agreement or a counterpart thereof, executed by the Holder. Simultaneously with the Closing, the
Company shall deliver to the Escrow Agent this Escrow Agreement or a counterpart thereof signed by the
Company and, to be held in escrow in accordance with the terms hereof, certificates representing One Million