Contract

PROCEEDS ESCROW AGREEMENT THIS PROCEEDS ESCROW AGREEMENT (this “Agreement”) is made and entered intothis 23rd day December, 2005, by and between CANCER THERAPEUTICS, INC, (the”Company”), and KENNETH I. DENOS P.C., a Utah professional corporation (the”Escrow Agent”) Premises The Company proposes to offer for sale to the general public in certainstates a total of One Million (1,000,000) Shares of Common Stock (the “CommonStock”), par value, $0.001, at an offering price of $0.50 per share, pursuant toa registration statement on Form SB-2 (the “Registration Statement”) to be filedwith the Securities and Exchange Commission. The Company agrees herein to offerfor sale the Common Stock in accordance with the terms of the prospectuscontained in the Registration Statement, or any amendments thereto. Inaccordance with the terms of the Registration Statement, the Company desires toprovide for an escrow of the gross subscription payments for Common Stock untilthe amount, as set forth below, has been received. Agreement NOW, THEREFORE, the parties hereto agree as follows: 1. Funds received by the Company, or any officer or representative of theCompany, from subscriptions for the purchase of Common Stock in the subjectoffering shall be deposited promptly with the Escrow Agent, but in any event, nolater than noon of the next business day following receipt. 2. Concurrently with transmitting funds to the Escrow Agent, the Companyshall also deliver to the Escrow Agent a schedule setting forth the name andaddress of each subscriber whose funds are included in such transmittal, thenumber of Shares subscribed for, and the dollar amount paid. All funds sodeposited shall remain the property of the subscriber and shall not be subjectto any lien or charges by the Escrow Agent, or judgments or creditors’ claimsagainst the Company until released to it in the manner hereinafter provided. 3. If at any time prior to the expiration of the minimum offering period,as specified in Paragraph 4, One Hundred Thousand Dollars ($100,000) has beendeposited pursuant to this Agreement, the Escrow Agreement shall confirm thereceipt of such funds to the Company. 4. If, within four (4) months after the effective date of the RegistrationStatement, or any extensions or amendments thereof, the Company and its agenthave not deposited One Hundred Thousand Dollars ($100,000) in good funds withthe Escrow Agent, the Escrow Agent shall so notify the Company and shallpromptly transmit to those investors who subscribed for 1the purchase of Shares the amount of money each such investor so paid. TheEscrow Agent shall furnish to the Company an accounting for the refund in fullto all subscribers. 5. If at any time prior to the termination of this escrow the Escrow Agentis advised by the Securities and Exchange Commission that a stop order has beenissued with respect to the Registration Statement, the Escrow Agent shallthereon return all funds to the respective subscribers. 6. It is understood and agreed that the duties of the Escrow Agent areentirely ministerial, being limited to receiving monies from the Company and itsagents and holding and disbursing such monies in accordance with this Agreement. 7. The Escrow Agent is not a party to, and is not bound by, any agreementbetween the Company and any other party which may be evidenced by or arise outof the foregoing instructions. 8. The Escrow Agent acts hereunder as a depository only, and is notresponsible or liable in any manner whatsoever for the sufficiency, correctness,genuineness, or validity of any instrument deposited with it, or with respect tothe form or execution of the same, or the identity, authority, or rights of anyperson executing or depositing the same. 9. The Escrow Agent shall not be required to take or be bound by notice ofany default of any person or to take any action with respect to such defaultinvolving any expense or liability, unless notice in writing is given to anofficer of the Escrow Agent of such default by the undersigned or any of them,and unless it is indemnified in a manner satisfactory to it against any expenseor liability arising therefrom. 10. The Escrow Agent shall not be liable for acting on any notice, request,waiver, consent, receipt, or other paper or document believed by the EscrowAgent to be genuine and to have been signed by the proper party or parties. 11. The Escrow Agent shall not be liable for any error of judgment or forany act done or step taken or omitted by it in good faith, or for any mistake offact or law, or for anything which it may do or refrain from doing in connectionherewith, except its own willful misconduct. 12. The Escrow Agent shall not beanswerable for the default or misconduct of any agent, attorney, or employeeappointed by it if such agent, attorney, or employee shall have been selectedwith reasonable care. 13. The Escrow Agent may consult with legal counsel in the event of anydispute or question as to the consideration of the foregoing instructions or theEscrow Agent’s duties hereunder, and the Escrow Agent shall incur no liabilityand shall be fully protected in acting in accordance with the opinion andinstructions of such counsel. 2 14. In the event of any disagreement between the undersigned or any ofthem, the person or persons named in the foregoing instructions, and/or anyother person, resulting in adverse claims and/or demands being made inconnection with or for any papers, money, or property involved herein oraffected hereby, the Escrow Agent shall be entitled at its option to refuse tocomply with any such claim, or demand so long as such disagreement shallcontinue and, in so refusing, the Escrow Agent shall not be or become liable tothe undersigned or any of them or to any person named in the foregoinginstructions for the failure or refusal to comply with such conflicting oradverse demands, and the Escrow Agent shall be entitled to continue to refrainand refuse to so act until: (a) the rights of adverse claimants have been finally adjudicated in a court assuming and having jurisdiction of the parties and the money, papers, and property involved herein or affected hereby; and/or (b) all differences shall have been adjusted by agreement and the Escrow Agent shall have been notified thereof in writing signed by all of the persons interested. 15. The fee of the Escrow Agent is $750.00, receipt of which is herebyacknowledged. In addition, if a minimum of $100,000 is not received in escrowwithin the escrow period and the Escrow Agent is required to return funds toinvestors as provided in Section 4, the Escrow Agent shall receive a fee of$5.00 per check for such service. The fee agreed on for services renderedhereunder is intended as full compensation for the Escrow Agent’s services ascontemplated by this Agreement; however, in the event that the conditions ofthis Agreement are not fulfilled, the Escrow Agent renders any material servicenot contemplated by this Agreement there is any assignment of interest in thesubject matter of this Agreement, there is any material modification hereof, anymaterial controversy arises hereunder, or the Escrow Agent is made a party to orjustifiably intervenes in any litigation pertaining to this Agreement or thesubject matter hereof, the Escrow Agent shall be reasonably compensated for suchextraordinary expenses, including reasonable attorneys’ fees, occasioned by anydelay, controversy, litigation, or event and the same may be recoverable onlyfrom the Company. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to beexecuted by their respective duly authorized officers, as of the date firstabove written. CANCER THERAPEUTICS, INC. By:/s/Robert K. Oldham ________________________________________________ (Signature) Its:CEO _______________________________________________ (Duly Authorized Officer, print title) 3 KENNETH I. DENOS, P.C. hereby acknowledges receipt of this Agreement andagrees to act in accordance with said Agreement and on the terms and conditionsabove set forth this 23rd day of December, 2005. KENNETH I. DENOS, P.C. By:/s/Kenneth I. Denos _______________________________________________ (Signature) Its:President ______________________________________________ (Duly Authorized Officer, print title) 4