<SEQUENCE>9

<FILENAME>ex108.txt

<DESCRIPTION>ESCROW AGREEMENT

<TEXT>

                                ESCROW AGREEMENT



         THIS ESCROW AGREEMENT (this "Agreement") is made and entered into as of

March 19, 2004 ICOA, INC., a Nevada corporation (the "Company"); the Buyer(s)

listed on the Securities Purchase Agreement, dated the date hereof (the

"Investor(s)"), and BUTLER GONZALEZ, LLP, as Escrow Agent hereunder (the "Escrow

Agent").





                                   BACKGROUND



         WHEREAS, the Company and the Investor(s) have entered into a Securities

Purchase Agreement (the "Securities Purchase Agreement"), dated as of the date

hereof, pursuant to which the Company proposes to sell secured convertible

debentures (the "Convertible Debentures") which shall be convertible into the

Company's Common Stock, par value $0.0001 per share (the "Common Stock"), at a

price per share equal to the Purchase Price, as that term is defined in the

Securities Purchase Agreement. The Securities Purchase Agreement provides that

the Investor(s) shall deposit the purchase amount in a segregated escrow account

to be held by Escrow Agent in order to effectuate a disbursement to the Company

at closings to be held as set forth in the Securities Purchase Agreement (the

"Closings").



         WHEREAS, the Company intends to sell Convertible Securities to the

Investor(s) (the "Offering").



         WHEREAS, Escrow Agent has agreed to accept, hold, and disburse the

funds deposited with it in accordance with the terms of this Agreement.



         WHEREAS, in order to establish the escrow of funds and to effect the

provisions of the Securities Purchase Agreement, the parties hereto have entered

into this Agreement.



         NOW THEREFORE, in consideration of the foregoing, it is hereby agreed

as follows:



1. Definitions. The following terms shall have the following meanings when used

herein:



a. "Escrow Funds" shall mean the funds deposited with Escrow Agent pursuant to

this Agreement.



b. "Joint Written Direction" shall mean a written direction executed by the

Investor(s) and the Company directing Escrow Agent to disburse all or a portion

of the Escrow Funds or to take or refrain from taking any action pursuant to

this Agreement.



c. "Escrow Period" shall begin with the commencement of the Offering and shall

terminate upon the earlier to occur of the following dates:



(i) The date upon which Escrow Agent confirms that it has received in the Escrow

Account all of the proceeds of the sale of the Convertible Debentures;



<PAGE>



(ii) The date upon which a determination is made by the Company and the

Investor(s) to terminate the Offering prior to the sale of all the Convertible

Debentures.



         During the Escrow Period, the Company and the Investor(s) are aware

that they are not entitled to any funds received into escrow and no amounts

deposited in the Escrow Account shall become the property of the Company or the

Investor(s) or any other entity, or be subject to the debts of the Company or

the Investor(s) or any other entity.



2. Appointment of and Acceptance by Escrow Agent. The Investor(s) and the

Company hereby appoint Escrow Agent to serve as Escrow Agent hereunder. Escrow

Agent hereby accepts such appointment and, upon receipt by wire transfer of the

Escrow Funds in accordance with Section 3 below, agrees to hold, invest and

disburse the Escrow Funds in accordance with this Agreement.



a. The Company hereby acknowledges that the Escrow Agent is counsel to the

Investor(s) in connection with the transactions contemplated and referred

herein. The Company agrees that in the event of any dispute arising in

connection with this Escrow Agreement or otherwise in connection with any

transaction or agreement contemplated and referred herein, the Escrow Agent

shall be permitted to continue to represent the Investor(s) and the Company will

not seek to disqualify such counsel.



3. Creation of Escrow Funds. On or prior to the date of the commencement of the

Offering, the parties shall establish an escrow account with the Escrow Agent,

which escrow account shall be entitled as follows: ICOA, Inc/Cornell Capital

Partners, LP Escrow Account for the deposit of the Escrow Funds. The Investor(s)

will instruct subscribers to wire funds to the account of the Escrow Agent as

follows:



Bank:                     Wachovia, N.A. of New Jersey

Routing #:                031201467

Account #:                2020000659170

Name on Account:          Butler Gonzalez LLP as Escrow Agent

Name on Sub-Account:      ICOA, Inc./Cornell Capital Partners, LP Escrow account



4. Deposits into the Escrow Account. The Investor(s) agrees that they shall

deliver funds for the payment of the Convertible Debentures to Escrow Agent for

deposit in the Escrow Account within two (2) days prior to each Closing (as

defined in the Securities Purchase Agreement).

Home        Intelligence        Services        Subscriptions        News        About Us

Contact Us       Terms of Use       Resend Documents       Shopping Cart

Copyright © 2008 The Consus Group LLC