<SEQUENCE>4

<FILENAME>maui8kpalmeramergerexh10c.txt

<DESCRIPTION>MAUI 8-K PALMERA MERGER EXH 10-C

<TEXT>

                                                               Exh. 10-c

                  ESCROW AND INTERIM OPERATIONS AGREEMENT



	AGREEMENT made this 24th day of January, 2006 among MAUI GENERAL

STORE, INC., a New York corporation ("MGS"), RICHARD MILLER, the majority

shareholder of MGS ("Miller"), PALMERA HOLDINGS, INC., a Florida corporation

("Palmera"), the individuals identified on the signature page of this

Agreement as shareholders of Palmera (the "Palmera Stockholders"), and ROBERT

BRANTL, counsel to Palmera (the "Escrow Agent").



	WHEREAS, MGS, Miller and Palmera are on this date entering into an

Agreement and Plan of Merger (the "Palmera Merger Agreement"), pursuant

to which Palmera will be merged into a wholly-owned subsidiary of MGS

(the "Palmera Merger"); and



	WHEREAS,  the parties intend that after the Palmera  Merger, MGS

will solicit  sufficient capital to enable it to implement the business

plan of Palmera; and



	WHEREAS, the parties wish to institute procedures which will effect

a partial rescission of the merger and related transactions in the event

that MGS does not acquire the necessary funds.



	NOW, THEREFORE, it is agreed:



	1.   Escrow.



	a.  Upon the Closing Date of the Palmera Merger, the parties will

cause the Merger Shares, the Palmera Shares, and the Surviving Entity

Shares (all as described in Section 1.01 of the Palmera Merger Agreement

and, collectively, the "Escrowed Securities") to be delivered to the

Escrow Agent, accompanied by one stock power endorsed in blank (with, as

to shares of MGS, a medallion guaranteed signature) for each certificate

for Merger Shares or Surviving Entity Shares included among the Escrowed

Securities.  The Escrow Agent shall hold the Escrowed Securities and

related stock powers (the "Escrowed Documents") in safe-keeping subject

to the terms of this Agreement.



	b.  Upon the Closing Date of the Amended Stock Purchase Agreement

between Richard H. Miller and Palmera dated January 24, 2006 (the "Stock

Purchase Agreement"), Palmera will deliver the "Residual Cash Payment"

(defined in Section 2.2 of the Stock Purchase Agreement) to the Escrow

Agent.  The Escrow Agent will cause the Residual Cash Payment to be

deposited into the account at Citibank, N.A. titled "Robert Brantl, Esq.

Attorney Escrow Account IOLA," which is Citibank account number 95675675.

Said account does not pay interest.



	2.   Forward Delivery.



	a.  Promptly upon closing of the Palmera Merger, MGS will undertake

a private placement of its securities (the "Offering").  The funds

obtained in the Offering and related subscription agreements shall be

delivered to the Escrow Agent to hold pursuant to an escrow agreement to

be entered between MGS and the Escrow Agent.  The escrow agreement will

require the Escrow Agent to hold the funds and subscription agreements

until at least Two Million Dollars ($2,000,000) in clear funds are in his

escrow account.



	b.  Promptly after the date on which the Escrow Agent receives at

least $2,000,000 in clear funds from subscriptions to the Offering (the

"Funding Date"), the Escrow Agent will destroy the stock powers included

in the Escrowed Documents and deliver the Escrowed Securities as follows:

Merger Shares to the Palmera Stockholders and Palmera Shares and

Surviving Entity Shares to MGS.  At the same time, the Escrow Agent will

deliver the Residual Cash Payment to Miller.  Upon such delivery (a

"Forward Delivery"), the obligations of the Escrow Agent under this

Agreement will terminate.



	3.  Reversion of the Escrowed Documents.



	a.  In the event that the Funding Date has not occurred prior to

the Futility Date, then promptly after the Futility Date the Escrow Agent

will deliver the Escrowed Documents thus:  Merger Shares and related

stock powers to MGS for cancellation; Palmera Shares, Surviving Entity

Shares and related stock powers (endorsed to transfer the shares to the

Palmera Stockholders in proportion to the number of Palmera shares each

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