AGREEMENT made this 28th day of January, 2003 by and between Vertical Health Solutions, Inc., a Florida
corporation (the "Issuer"), and First Community Bank of America (the "Escrow Agent").
W I T N E S S E T H:
WHEREAS, the Issuer has filed with the Securities and Exchange Commission (the "Commission") a registration
statement (the "Registration Statement") covering a proposed public offering of its securities as described on the
Information Sheet, as defined in Section 1 herein;
WHEREAS, the Issuer proposes to offer the Securities for sale to the public on a "best efforts, all or none" basis
with respect to the Minimum Securities Amount and Minimum Dollar Amount and at the price per share or other
unit all as set forth on the Information Sheet, as defined in Section 1 herein; and
WHEREAS the Issuer proposes to establish an escrow account (the "Escrow Account"), to which subscription
monies which are received by the Escrow Agent in connection with such public offering are to be credited, and
the Escrow Agent is willing to establish the Escrow Account on the terms and subject to the conditions
hereinafter set forth;
NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained, the parties hereto
hereby agree as follows:
1. Information Sheet. Each capitalized term not otherwise defined in this Agreement shall have the meaning set
forth for such term on the information sheet which is attached to this Agreement and is incorporated by reference
herein and made a part hereof (the "Information Sheet").
2. Establishment of the Bank Account.
2.1 The Escrow Agent shall establish a non-interest- bearing bank account and bearing the designation set forth
on the Information Sheet (heretofore defined as the "Bank Account"). The purpose of the Bank Account is for (a)
the deposit of all subscription monies (checks, cash or wire transfers) which are received by the Issuer from
prospective purchasers of the Securities and are delivered by th