Preview | Escrow Agreement |

THIS ESCROW AGREEMENT (?Agreement?) is made as of January 14, 2008, by and between Paul Patrizio (?Patrizio?) and Dutchess Private Equities Fund, Ltd. (?Dutchess? or ?Secured Party?) and Robert D. Frawley, Esq., (?Escrow Agent?) (singly a ?Party? and cumulatively the ?Parties?).

WHEREAS, on June 26, 2007, Dutchess made a loan of one million, three hundred seventy-five thousand dollars ($1.375) to Bedminster National Corp. (?Bedminster? or the ?Company?) pursuant to certain terms and conditions in consideration for which the Company issued to Dutchess a Promissory Note (?Note?).

WHEREAS, the Company and its subsidiaries and Dutchess executed a Security Agreement (?Security Agreement?), dated June 26, 2007, providing Dutchess with a security interest in any and all Collateral of the Company.

WHEREAS, on January 14, 2008, the Company and Dutchess executed an Amendment to the Promissory Note and Security Agreement (the Note, Security Agreement, and Amendment are collectively referred to as the ?Agreements?).

WHEREAS, on January 14, 2008, Patrizio and Dutchess executed a Share Pledge Agreement, which is incorporated herein,

WHEREAS Patrizio is providing the Shares as security for the obligations and indebtedness of the Company.

WHEREAS, in order to facilitate delivery of shares upon any default of the Agreements and to provide comfort to Dutchess that the shares will be so delivered, Patrizio has agreed to issue and place in escrow 5 million shares of Class A Common Stock and 2.0 million shares of Class B Common Stock (?Shares?), to be held and released in accordance with the terms of this Agreement; and

WHEREAS, Patrizio and Dutchess have requested that the Escrow Agent hold the Shares in escrow pursuant to the terms of this Agreement, and the Escrow Agent has agreed to so act.

NOW, THEREFORE, in consideration of the covenants and mutual promises contained herein and other good and valuable consideration, the receipt and legal sufficiency of which are hereby acknowledged and intending to be legally bound hereby, the Parties agree as follows:

1.1 The Parties hereby agree to have Robert D. Frawley, Esq. act as Escrow Agent whereby the Escrow Agent shall hold the Shares in accordance with the terms of this Agreement, and the Escrow Agent has accepted such appointment.

1.2 Patrizio shall immediately deliver to the Escrow Agent certificates representing the Shares in his name, the stock powers with a signature guarantee, and a transfer letter to the transfer agent, attached as Exhibit A to the Share Pledge Agreement, authorizing transfer of the Shares and stock powers to Dutchess in the Event of Default.

1.3 Upon the Escrow Agent?s receipt of the Shares, the Escrow Agent shall immediately notify Dutchess and Patrizio.

1.4 The Escrow Agent shall then hold the Shares at his office pending receipt of a notice of default from Dutchess.

1.5 Upon receipt by the Escrow Agent of a notice of default from Dutchess, the Escrow Agent shall promptly notify Patrizio and send all Shares to Dutchess. A copy of all correspondence with the Escrow Agent shall be provided by the Escrow Agent to the other parties hereto.