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                                                                  EXHIBIT 10.103

                                ESCROW AGREEMENT

         THIS AGREEMENT is made and entered into as of this 6th day of January,
2000, by and among THE BANK OF NEW YORK (the "ESCROW AGENT"), Corpfin.com, Inc.
(the "AGENT") and BioShield Technologies, Inc. (the "Company").

                                    RECITALS

         The Company proposes to offer for sale to investors through the Agent
up to $4,000,000 in Series A Convertible Preferred Stock of (the "SECURITIES")
in one tranche of $4,000,000 (the "MINIMUM") resulting in gross proceeds to the
Company of $4,000,000 (the "PROCEEDS").

         The Agent intends to sell the Securities as the Company's agent on a
best efforts all-or-none (the "OFFERING").

         The Company and Agent desire to establish an escrow account in which
funds received from subscribers will be deposited pending completion of the
Escrow Period. The Bank of New York agrees to serve as Escrow Agent in
accordance with the terms and conditions set forth herein.

                                    AGREEMENT

         NOW THEREFORE, in consideration of the foregoing, it is hereby agreed
as follows:

1.       ESTABLISHMENT OF ESCROW ACCOUNT. On or prior to the date of the
commencement of the offering, the parties shall establish an escrow account with
the Escrow Agent, which escrow account shall be entitled, BioShield Series A
Preferred Stock Account (the "ESCROW ACCOUNT"). The Agent will instruct
subscribers to wire funds to the account of the Escrow Agent as follows:

                  The Bank of New York
                  ABA #021000018
                  GLA 111565
                  Re: TAS#_______________, Corpfin & BSTI Escrow
                  Attn: Peggy McWhorter 770-698-5186

Only wire transfers shall be accepted.

2.       ESCROW PERIOD. The Escrow period shall begin with the commencement of
the Offering and shall terminate upon the earlier to occur of the following
dates:

         A.       The date upon which the Escrow Agent confirms that its has
                  received in the Escrow Account gross proceeds of $4,000,000 in
                  deposited, funds (the "MAXIMUM");

         B.       The expiration of thirty (30) days from the date of
                  commencement of the Offering (unless extended by mutual
                  written agreement between the Company and the Agent with a
                  copy of such extension to the Escrow Agent); or
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         C.       The date upon which a determination is made by the Company and
                  the Agent to terminate the offering prior to the sale of the
                  Maximum.

During the Escrow Period, the Company is aware and understands that it is not
entitled to any funds received into escrow and no amounts deposited in the
Escrow Account shall become the property of the Company or any other entity, or
be subject to the debts of the Company or any other entity.

         3.       DEPOSITS INTO THE ESCROW ACCOUNT. The Agent agrees that it
shall instruct all subscribers to make payment for the Securities to the Escrow
Agent for deposit in the Escrow Account.

         4.       DISBURSEMENTS FROM THE ESCROW ACCOUNT. At such time as Escrow
Agent has collected and deposited instruments of payment in the total amount of
the Minimum and any amounts up to the Maximum, Escrow Agent shall notify the
Company and the Agent. The Escrow Agent will continue to hold such funds until
Agent and Company jointly notify Escrow Agent in writing as to the disbursement
of funds pursuant to a closing statement signed by each of the Agent and the
Company (the "CLOSING STATEMENT"). In disbursing such funds, Escrow Agent is
authorized to rely upon such Closing Statement from Company and Agent.

         In the event the Escrow Agent does not receive the minimum deposits
totaling $4,000,000 prior to the expiration of the Escrow Period (the "MINIMUM
DEPOSITS"), the Escrow Agent shall notify the Company and the Agent. Upon
receipt of payment instructions from the Company, the Escrow Agent shall refund
to each subscriber with interest the amount received from each subscriber,
without deduction, penalty, or expense to the subscriber. The purchase money
returned to each subscriber shall be free and clear of any and all claims of the
Company or any of its creditors.

         In the event the Escrow Agent does receive deposits totaling the
Minimum prior to expiration of the Escrow Period, in no event will the Escrow
Amount be released to the Company until such amount is received by the Escrow
Agent in collected funds. For purposes of this Agreement, the term "collected
funds" shall mean all funds received by the Escrow Agent which have cleared
normal banking channels and are in the form of cash.

         5.       COLLECTION PROCEDURE. The Escrow Agent is hereby authorized to
forward each wire for collection and, upon collection of the proceeds of each
wire deposit the collected proceeds in the Escrow Account.

         Any wires returned unpaid to the Escrow Agent shall be returned to the
Agent. In such cases, the Escrow Agent will promptly notify the Company for such
return.

         If the Company rejects any subscription for which the Escrow Agent has
already collected funds, the Escrow Agent shall promptly issue a refund check or
wire to the rejected subscriber. If the Company rejects any subscription for
which the Escrow Agent has not yet collected funds but

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has submitted the subscriber's wire for collection, the Escrow Agent shall
promptly issue a check or wire the amount of the subscriber's wire to the
rejected subscriber after the Escrow Agent has cleared such funds. If the Escrow
Agent has not yet submitted a rejected subscriber's wire for collection, the
Escrow Agent shall promptly remit the subscriber's wire directly to the
subscriber. The Company shall provide payment instructions to the Escrow Agent.

         6.       INVESTMENT OF ESCROW AMOUNT. The Escrow Agent may invest the
Escrow Amount only in such accounts or investments as the Company may specify by
written notice. The Company may only specify investment in money market
instruments.

         7.       COMPENSATION OF ESCROW AGENT. The Company shall, pay the
Escrow Agent a fee for its escrow services as set forth on Exhibit "A" to this
Escrow Agreement. If it is necessary for the Escrow Agent to return funds to the
subscribers, the Company shall pay to the Escrow Agent an additional amount
sufficient to reimburse it for its fees and actual cost in disbursing such
funds. However, if funds are refunded to subscribers, no such fee, reimbursement
for costs and expenses, indemnification for any damages incurred by the Escrow
Agent, or any monies whatsoever shall be paid out of or chargeable to the
principal amount of funds on deposit in the Escrow Account.

         8.       GENERAL PROVISIONS.

         (a)      (i)      Escrow Agent shall not be liable to anyone for any
                           damages, losses, or expense which they may incur as a
                           result of any act or omission of Escrow Agent, unless
                           such damages, losses, or expenses are caused by
                           Escrow Agent's willful misconduct or gross
                           negligence. Accordingly, Escrow Agent shall not incur
                           any such liability with respect to (i) any action
                           taken or omitted in good faith upon the advice of
                           Escrow Agent's counsel or counsel for any other party
                           hereto, given with respect to any question relating
                           to the duties and responsibilities of Escrow Agent
                           under this Agreement or (ii) any action taken or
                           omitted in reliance upon any instrument, including
                           execution, or the identity or authority of any person
                           executing such instrument, its validity and
                           effectiveness, but also as to the truth and accuracy
                           of any information contained therein which Escrow
                           Agent shall, in good faith, believe to be genuine, to
                           have been signed by a proper person or persons and to
                           conform to the provisions of this Escrow Agreement.

                  (ii)     Escrow Agent shall not be bound in any way by any
                           contract or agreement between other parties hereto,
                           whether or not it has knowledge of any such contract
                           or agreement or of its terms or conditions.

                  (iii)    The parties hereto, jointly and severally, hereby
                           agree to indemnify and, hold harmless Escrow Agent
                           against any and all costs, losses, claims, damages,
                           liabilities, expenses, including reasonable costs of
                           investigation, court costs, and attorney's fees, and
                           disbursements, which may be imposed upon Escrow

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                           Agent in connection with its acceptance of
                           appointment as Escrow Agent hereunder, including any
                           litigation arising from this Escrow Agreement or
                           involving the subject matter hereof, and all such
                           costs, expenses and disbursements shall be deducted
                           from the income (if sufficient) or paid by the
                           parties hereto, except for matters arising from the
                           gross negligence or willful misconduct of Escrow
                           Agent.

                  (iv)     As security for such fees and expenses of Escrow
                           Agent and any and all losses, claims, damages,
                           liabilities and expenses incurred by Escrow Agent in
                           connection with its acceptance of appointment
                           hereunder, and with performance of the agreements
                           herein contained, the Escrow Agent is hereby given a
                           lien upon all assets held by Escrow Agent hereunder,
                           which lien shall be prior to all other liens upon or
                           claims against such assets, except for claims of
                           subscribers in the event the Minimum is not raised.

         (b)      (i)      In the event of any disagreement among any of the
                           parties to this Agreement, or among them or any other
                           person resulting in adverse claims and demands being
                           made in connection with or from any property involved
                           herein or affected hereby, Escrow Agent shall be
                           entitled to refuse to comply with any such claims or
                           demands as long as such disagreement may continue,
                           and in so refusing, shall make no delivery or other
                           disposition of any property then held by it under
                           this Escrow Agreement , and in so doing the Escrow
                           Agent shall be entitled to continue to refrain from
                           acting until (a) the right of adverse claimants shall
                           have been finally settled by binding arbitration. or
                           finally adjudicated in a court assuming and having
                           jurisdiction. of the property involved herein or
                           affected hereby or (b) all differences shall have
                           been adjusted by agreement and Escrow Agent shall
                           have been notified in writing of such agreement
                           signed by the parties hereto.

                  (ii)     In the event of such disagreement (or resignation
                           under the terms of this Agreement), Escrow Agent may,
                           but need not, tender into the registry or custody of
                           any court of competent jurisdiction all, money or
                           property in its hands under the terms of this
                           Agreement, together with such legal proceedings as it
                           deems appropriate and thereupon to be discharged from
                           all further duties under this Escrow Agreement. The
                           filing of any such legal proceeding shall not deprive
                           Escrow Agent of its compensation earned prior to such
                           filing.

                  (iii)    Escrow Agent shall have no obligation to take any
                           legal, action in connection with this Escrow
                           Agreement or towards its enforcement, or to appear
                           in, prosecute or defend any action or legal
                           proceeding which would or might involve it in any
                           cost, expense, loss or liability unless security and
                           indemnity shall be furnished.

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         (c)      This Agreement contains the entire understanding between and
                  among the parties hereto, and shall be binding upon and inure
                  to the benefit of such parties, and subject to its terms,
                  their respective successors, heirs, assigns and legal
                  representatives. Any corporation into which Escrow Agent may
                  be merged or converted or with which it may be consolidated,
                  or any corporation resulting from any merger, conversion or
                  consolidation to which Escrow Agent shall be a party, or any
                  corporation to which substantially all the corporate trust
                  business of Escrow Agent may be transferred, shall., subject
                  to the terms of the Escrow Agreement, be Escrow Agent under
                  this Escrow Agreement without further act.

         (d)      This Escrow Agreement is being delivered in and shall be
                  governed by and construed and enforced in accordance with the
                  laws of the State of Georgia without giving effect to the
                  principals or rules governing conflicts of laws.

         (e)      Notices, requests, demands or other communications required or
                  permitted under this Escrow Agreement will be in writing and
                  will be deemed given when actually delivered, received via
                  facsimile notice for which a confirmation is received, or the
                  third business day after said notice has been sent by
                  certified mail, postage prepaid, return receipt requested to:

                  If to Escrow Agent:    The Bank of New York
                                         Suite 520
                                         100 Ashford Center, North
                                         Atlanta, Georgia 30338

                  If to  Agent:          Corpfin.com, Inc.
                                         3353 Peachtree Road
                                         Suite 942
                                         Atlanta, Georgia 30326
                                         Attn: John C. Canouse

                  If to Company:         BioShield Technologies, Inc.
                                         5655 Peachtree Parkway
                                         Atlanta, Georgia 30092
                                         Attn: Chief Financial Officer

                  or such other address as a party may specify in writing to
                  other parties pursuant hereto.

         (f)      This Escrow Agreement shall not be modified, revoked, released
                  or terminated except in writing and signed by parties hereto.

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         (g)      Should, at any time, any attempt be made to modify this Escrow
                  Agreement in a manner that would increase the duties and
                  responsibilities of Escrow Agent, or to modify this Escrow
                  Agreement in any matter which Escrow Agent shall deem
                  undesirable, or at any other time, Escrow Agent may resign by
                  notifying the parties in writing, by certified mail to their
                  respective addresses here and above set forth. Until (i) the
                  acceptance by such successor Escrow Agent as shall be
                  appointment by such parties; or (ii) 60 days following the
                  date upon which notice was mailed, whichever occurs sooner,
                  Escrow Agent's only remaining obligation shall be to perform
                  its duties hereunder in accordance with the terms of this
                  Escrow Agreement. If said 60 days have passed without the
                  acceptance by such successor Escrow Agent as shall have been
                  appointed by such parties, then the Escrow Agent may exercise
                  its rights under item 8(c) (ii) of this Agreement.

         (h)      No Implied Duties. The Escrow Agent undertakes to perform only
                  such duties as are expressly set forth herein and no
                  additional duties or obligations shall be implied hereunder.
                  The parties hereby acknowledge that the Escrow Agency is
                  serving as the Escrow Agent of the offering for the limited
                  purposes set forth herein, and hereby agree that they will not
                  represent or imply that the Escrow Agent, by serving as the
                  escrow agent hereunder or otherwise, has investigated the
                  desirability or advisability of this investment, or has
                  approved, endorsed or passed upon the merits of this offering
                  or any related, offering. It is further agreed that no party
                  shall in any way use the name "The Bank of New York" in any
                  sales presentation or literature except in, the context of the
                  duties of the Escrow Agent as escrow agent of the Offering in
                  the strictest sense. Any breach or violation of this paragraph
                  (i) shall be grounds for the immediate resignation by the
                  Escrow Agent. This Escrow Agreement may be executed in two (2)
                  or more counterparts, each of which shall be deemed to be an
                  original, but all of which together shall constitute one and
                  the same instrument.



                [REMAINDER OF DOCUMENT LEFT INTENTIONALLY BLANK]


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         IN WITNESS WHEREOF, the parties have hereunto set their hands and seals
the day and year above set forth.


         ESCROW AGENT:              THE BANK OF NEW YORK



                                    By:
                                       ----------------------------------------


          AGENT:                    CORPFIN.COM, INC.



                                    By:
                                       ----------------------------------------


         COMPANY:                   BIOSHIELD TECHNOLOGIES, INC.



                                    By: /s/ Timothy C. Moses
                                       ----------------------------------------
                                       Timothy C. Moses
                                       Chairman of the Board and Chief Executive
                                       Officer

                                    By:  /s/ Jacques Elfersy
                                       ----------------------------------------
                                       Jacques Elfersy
                                       Executive Vice President


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