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Strategies & Market Trends : Anthony @ Equity Investigations, Dear Anthony, -- Ignore unavailable to you. Want to Upgrade?


To: SEC-ond-chance who wrote (80673)10/1/2002 10:01:55 PM
From: SEC-ond-chance  Respond to of 122087
 
A day later......

Asia Fiber Holdings Ltd · SB-2 · On 2/12/2 · p. 159
SB-2 159th Page of 218 TOC Just 1st Just Previous Just Next Bottom Just 159th

EXHIBIT E

ESCROW AGREEMENT

ESCROW AGREEMENT (this "Agreement"), dated as of________, 2001, by
and between Asia Fiber Holdings Limited, a Delaware corporation with its
principal place of business at Room 2105, 21/F West Tower, Shun Tak Centre, 200
Connaught Rd., Sheung Wan, Hong Kong (the "Company"); Kaplan Gottbetter &
Levenson, LLP with its principal place of business at 630 Third Avenue, New
York, NY 10017 (the "Escrow Agent"); and GEM Global Yield Fund Limited, a
company with offices at Hunkins Waterfront Plaza, P.O. Box 556, Main Street,
Nevis, West Indies (the "Purchaser").

RECITALS

A. Simultaneously with the execution of this Agreement, the
Purchaser and the Company entered into a Convertible Preferred Stock Purchase
Agreement (the "Purchase Agreement"), dated as of the date hereof and
incorporated herein by reference, pursuant to which the Company has agreed to
issue and sell and the Purchaser has agreed to purchase certain of the Company's
preferred stock (the "Preferred Stock") and in connection therewith the Company
has agreed to issue certain of its warrants (the "Warrants," and together with
the Preferred Stock, the "Securities"), and the Company has granted the Escrow
Agent a power of attorney (the "Power of Attorney") with respect to the
Securities and the Escrow Shares (collectively, the "Escrow Shares").

B. The Escrow Agent is willing to act as escrow agent pursuant to
the terms of this Agreement with respect to the purchase of the Preferred Stock.

C. All capitalized terms used but not defined herein shall have the
meanings ascribed thereto in the Purchase Agreement.

NOW, THEREFORE, IT IS AGREED:

1. PROCEDURE FOR ESCROW. The procedures of the escrow shall be governed
by the provisions of Article 2 of the Purchase Agreement and Exhibit D thereto.

2. TERMS OF ESCROW. The terms of the escrow shall be governed by Article
4 of the Purchase Agreement, Articles 4 and 5 of the Certificate of Designation
and Article 2 of the Warrant.

3. DUTIES AND OBLIGATIONS OF THE ESCROW AGENT.

(a) The parties hereto agree that the duties and obligations of the
Escrow Agent shall be only those obligations herein specifically provided and no
other. The Escrow Agent's duties are those of a depositary only, and the Escrow
Agent shall incur no liability whatsoever, except as a direct result of its
willful misconduct or gross negligence in the performance of its duties
hereunder;

E-1



To: SEC-ond-chance who wrote (80673)10/2/2002 11:52:01 AM
From: Anthony@Pacific  Read Replies (14) | Respond to of 122087
 
I will have one brief message shortly & only one.( that has been reviewed by my attornies )

God Bless

A.I.E



To: SEC-ond-chance who wrote (80673)10/2/2002 1:36:56 PM
From: StockDung  Read Replies (1) | Respond to of 122087
 
DID YOU NOTICE THIS IN THE RECENT SEC WOLFSON CASE? BET THE SEC IS CLUELESS ABOUT THIS....

Investors Associates has a ton of cases against it. One involves Francine Lanaia, aka Francine McPherson, the wife of Glenn Michael Finanical boss Glenn Michael Lanaia.

Also, did you notice that the headquarters of Glenn Michael is directly
across the street from the address listed for Jeffrey Hischkorn at World Financial Group (534 Broadhollow and 535 Broadhollow, respectively). World Financial appears to be some sort of successor to Pacific Continental Securities Corp which the Connecticut SEC nailed for selling unregistered shares of Regis Possino's POS Uniforms for America.



To: SEC-ond-chance who wrote (80673)10/2/2002 4:27:30 PM
From: StockDung  Respond to of 122087
 
Glenn Michael Financial, Inc. (CRD #37912, Melville, New York) and Francine
Ann Lanaia (CRD #1415689, Registered Principal, Ft. Salanga, New York) submitted
a Letter of Acceptance, Waiver, and Consent in which the respondents were censured
and fined $10,500, jointly and severally. The firm was also fined $4,000, jointly and
severally with another individual, and $19,500, individually.
Without admitting or denying the allegations, the respondents consented to the
described sanctions and to the entry of findings that the firm reported transactions late
without the required symbol, executed transactions as bunched without reporting them
as bunched, reported transactions with an incorrect modifier, and reported agency
transactions as principal transactions. The firm also time-stamped order tickets
inaccurately, and failed to include a notation of quotations from market makers on order
tickets representing OTC Bulletin Board(r) (OTCBB) securities transactions. The firm,
acting through Lanaia, permitted an individual to function as a registered representative
and paid commissions to another individual during periods that they were "inactive" due
to failure to complete the Regulatory Element of the NASD Continuing Education
Program. The findings also stated that the firm, acting through Lanaia, failed to report
customer complaints to the NASD as required. In addition, the NASD found that the
firm, acting through another individual, made markets in a greater number of securities
and OTCBB securities than was permitted in the firm's membership agreement. (NASD
Case #C3A000039)