This Escrow Agreement (this “Agreement”) is entered into as of August 31, 2009, by and between Mesa Energy Holdings, Inc., a Delaware corporation (the “Company”), and Gottbetter & Partners, LLP (the “Escrow Agent”).

WHEREAS, pursuant to an Agreement and Plan of Merger and Reorganization (the “Merger Agreement”) by and among the Company, a wholly-owned subsidiary of the Company (“Acquisition Corp.”) and Mesa Energy, Inc., a Nevada corporation (“Mesa”), Acquisition Corp. will merge with and into MESA (the “Merger”), with MESA being the surviving corporation in the Merger;

WHEREAS, the Company has agreed to issue 1,000,000 shares (the “IR Escrow Shares”) of its common stock, par value $0.0001 per share (“Common Stock”), to consultants providing investor relations services to the Company, of which 70,000 shares have been issued prior to the date hereof; and

WHEREAS, the parties hereto desire to establish an escrow account to provide for the safekeeping of the IR Escrow Shares until such time as the IR Escrow Shares are released by the Escrow Agent in accordance with the terms and conditions of this Agreement.

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

NOW, THEREFORE, the parties hereto hereby agree as follows:

1.            Escrow and Consultants .

(a)            Escrow of Shares .  At the Closing of the Merger, the Company shall deposit with the Escrow Agent certificate(s) representing an aggregate of 930,000 shares of Common Stock issued in the name of the Escrow Agent or its nominee.  The IR Escrow Shares shall be held in trust and shall not be subject to any lien, attachment, trustee process or any other judicial process of any creditor of any party hereto.  The Escrow Agent agrees to hold the IR Escrow Shares in an escrow account (the “Escrow Account”), subject to the terms and conditions of this Agreement.

(b)            IR Consultants .  The Company agrees that the IR Escrow Shares shall be held in escrow by the Escrow Agent pursuant to this Agreement for its benefit as set forth herein and that the IR Escrow Shares shall be released to consultants retained by the Company to provide public and investor relations services to the Company.

(c)            Dividend, Etc.   Any securities distributed in respect of or in exchange for any of the IR Escrow Shares, whether by way of stock dividends, stock splits or otherwise, shall be issued in the name of the Escrow Agent or its nominee and shall be delivered to the Escrow Agent, who shall hold such securities in the Escrow Account.  Such securities shall be considered IR Escrow Shares for purposes hereof.  Any cash dividends or property (other than securities) distributed in respect of the IR Escrow Shares shall promptly be distributed by the Escrow Agent to the Company.

(d)            Voting of Shares .  The Company shall have the right, in its sole discretion, to direct the Escrow Agent in writing as to the exercise of any voting rights pertaining to the IR Escrow Shares in the Escrow Account, and the Escrow Agent shall comply with any such written instructions.  In the absence of such instructions, the Escrow Agent shall not vote any of the IR Escrow Shares.

2.            Distribution of IR Escrow Shares .  Subject to the provisions of Section 4 herein, the Escrow Agent shall release the IR Escrow Shares as follows:

(a)           The Escrow Agent shall distribute the IR Escrow Shares only in accordance with written instructions, substantially in the form of Exhibit A hereto (the “Instructions”), delivered to the Escrow Agent that is executed by the Company and that instructs the Escrow Agent as to the distribution of some or all of the IR Escrow Shares.

(b)           Notwithstanding the above, upon receipt by the Escrow Agent of a fina