THIS ESCROW AGREEMENT is effective as of February 13, 2001, among U.S. Pawn, Inc., a Colorado
corporation ("Purchaser"), U.S. Remodelers, Inc., a Delaware corporation (the "Company"), the shareholders of
the Company as listed on Schedule A attached hereto (the "Shareholders"), and Corporate Stock Transfer,
Denver, Colorado ("Escrow Agent").
WHEREAS, Purchaser and the Company have entered into an Agreement and Plan of Merger relating to the
acquisition by Purchaser of all of the outstanding capital stock of the Company from Shareholders by issuing to
Shareholders shares of common stock of Purchaser for all outstanding shares of the Company capital stock
WHEREAS, capitalized terms in this Agreement shall have the same meaning as defined in the Purchase
Agreement unless otherwise noted in this Agreement.
WHEREAS, Purchaser, the Company, Shareholders and Escrow Agent have agreed that Escrow Agent will
hold and disburse the Escrowed Shares in accordance with the provisions of this Agreement and the Purchase
WHEREAS, Purchaser, the Company and Shareholders have agreed if the Company becomes obligated to
indemnify the Purchaser with respect to any claim for indemnification pursuant to the Purchase Agreement the
Escrowed Shares will provide for the obligations of the Company under Article VIII of the Purchase Agreement.
1. Purchaser, Shareholders and the Company appoint Escrow Agent as their escrow agent and Escrow Agent
agrees to serve as Escrow Agent in accordance with the provisions hereof.
2. On the Closing Date of the Purchase Agreement, Purchaser shall issue and deliver to Escrow Agent stock
certificates in the name of each Shareholder and reflecting the number of shares of Common Stock of Purchaser
equal to 10% of the Merger Consideration. The amount of the Merger Consideration to be held in escrow
pursuant to this Agreement shall be limited to 10% of each Shareholder's portion of the Merger Consi