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                                                                   Exhibit 10.33

                               ESCROW AGREEMENT

Account Name: BioLynx.Com, Inc. Escrow Account

Account Number:

Tax Identification No: 74-2916627

Date Opened:

     THIS ESCROW AGREEMENT made and entered into as of the 18th day of January,
2000, by and between BioLynx.Com, Inc. doing business as BioLynx a Texas
corporation ("Client"), and Sterling Bank, a Texas state banking association
("Escrow Agent").

                                  WITNESSETH:

WHEREAS, Client pursuant to a Registration Statement having an Effective Date as
therein provided (the "Registration Statement" or "Prospectus") is making an
offering of a minimum of $2,000,000 and a maximum of $4,000,000 from the sale to
investors (the "Subscribers") of shares of the common stock of the Company, par
value of $0.001 per share (the "Common Stock") at a price of $4.00 per share,
pursuant to the Securities Act of 1933, as amended, and

WHEREAS, Client wishes to retain the services of the Escrow Agent to escrow the
funds, and the Escrow Agent is willing to act as an escrowee, in accordance with
and subject to the terms and conditions hereof;

NOW, THEREFORE, for and in consideration of the mutual promises and covenants
herein set forth, and other good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged and confessed, the parties agree as
follows:

1.   Appointment of Escrow Agent. Client hereby appoints Sterling Bank as Escrow
     Agent for the purposes set forth herein and Sterling Bank accepts such
     appointment upon the terms and provisions set forth in the Escrow
     Agreement.

2.   Deposits of Escrow Funds. Until the date the Company has accepted
     subscriptions for at least 500,000 shares as hereinafter defined, all
     collected funds of the Subscribers received by the Company shall be
     deposited directly into the Escrow Account. The Company shall advise the
     Escrow Agent in writing at the time of each deposit into the Escrow Account
     of the name and address of each Subscriber along with the number of Shares
     of the Common Stock subscribed for by each Subscriber, and the cash amount
     tendered by each Subscriber.

3.   Duties and Responsibilities of Escrow Agent. The duties and
     responsibilities of the Escrow Agent shall be limited to the following:

     (a) At the expiration of five days after the sale of 500,000 shares of
     Common Stock totaling $2,000,000 by the Company and the deposit of the
     proceeds from the sale thereof in the Escrow Account, together with
     information as to the names and addresses of the Subscribers and the amount
     subscribed for by each such Subscriber by 5:00 p.m., Houston, Texas time,
     180 days from the effective date of the Prospectus (herein referred to as
     the "date the Company has accepted subscriptions for at least 500,000
     shares"), the Company, in writing, shall direct the Escrow Agent to pay all
     fees and commissions then due in connection with the offering as specified
     in the Prospectus, and disburse the remainder of such proceeds of such
     sales to the Company.

     (b) In the event that the proceeds representing the sale of 500,000 shares
     of Common Stock shall not have been deposited by the Company into the
     Escrow Account by 5:00 p.m., Houston, Texas time, 180 days from the
     effective date of the Prospectus or the Company terminates the Offering
     before such date, then in such

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     event, the Escrow Agent shall send by the end of the next business day to
     the Subscribers, by checks, the cash theretofore contributed by them to the
     Company and deposited in the Escrow Account, with interest.

     (c) Upon the happening of (i) the complete disbursement from the Escrow
     Account by the Escrow Agent to the Company of the proceeds from the
     Offering in accordance with the distribution terms hereinabove set forth,
     or (ii) the repayment to the Subscribers of their subscriptions in the
     event the Offering does not close as provided in the Prospectus, or (iii)
     the Offering is terminated before the date the Company has accepted
     subscriptions for at least 500,000 shares, and the repayment to the
     Subscribers of their subscriptions, the Escrow Agent shall be relieved of
     all liabilities in connection with the Escrow Account and this Agreement
     shall terminate.

4.   Investment of Escrow Funds. Escrow Agent shall invest and reinvest the
     Escrow Funds only in such account or investments as the Company may specify
     by written notice. The Company may only specify investments in (i) bank
     accounts, (ii) bank money-market accounts, (iii) short-term certificates of
     deposit issued by a bank, (iv) short-term securities issued or guaranteed
     by the U.S. Government, or (v) money market mutual funds which hold United
     States Treasury obligations and/or repurchase agreements covering United
     States Treasury obligations. Escrow Agent shall not be liable or
     responsible for any loss resulting from any investment of the Escrow Funds
     in accordance with the terms of this Agreement. Client hereby agrees to
     indemnify Escrow Agent from any losses incurred in making any of the
     foregoing investments or following the investment instructions of Client.
     The Escrow Agent shall not under any circumstances be required to advance
     its own funds.

5.   Liability of Escrow Agent. The duties of the Escrow Agent hereunder will be
     limited to observance of the express provisions of the Escrow Agreement.
     Furthermore, the Escrow Agent is not expected or required to be familiar
     with the provisions of any other writing, understanding or agreement, and
     shall not be charged with any responsibility or liability in connection
     with the observance or non-observance of the provisions of such other
     writing, understanding or agreement, and no implied covenant of any type
     whatsoever shall be read into the Escrow Agreement. The Escrow Agent may
     rely and act upon any instrument received by it pursuant to this Escrow
     Agreement which it reasonably believes to be in conformity with the
     requirements of the Escrow Agreement and Escrow Agent shall not be
     responsible for determining the genuineness, authenticity of authority from
     any such instrument or the person signing same. Escrow Agent will not be
     liable for any action taken or not taken by it under the terms of the
     Escrow Agreement in the absence of fraud or gross negligence on its part.

     In receiving the Escrow Funds, Escrow Agent acts only as a depository and
     assumes no responsibility except pursuant to the terms of this Escrow
     Agreement.

     Escrow Agent may act or refrain from acting in respect of any matter
     covered by this Escrow Agreement in full reliance upon and with the advice
     of counsel which may be selected by it, and shall be fully protected in so
     acting or in refraining from acting upon the advice of such counsel.
     Furthermore, Escrow Agent may rely and shall be protected in acting upon
     any writing that may be submitted to it in connection with its duties
     hereunder without determining the genuineness, authenticity or due
     authority from any such writing or the person signing same and shall have
     no liability or responsibility with respect to the form, content or
     validity thereof.

     Escrow Agent shall have no responsibility or liability for any act or
     omission on its part, notwithstanding any demand or notice to the contrary
     by Client or any other person or entity, all subject to the sole limitation
     that Escrow Agent exercises its best judgment. Except as herein expressly
     provided, none of the provisions of the Escrow Agreement shall require
     Escrow Agent to expend or risk its own funds or otherwise incur financial
     liability or expense in the performance of any of its duties hereunder.

     Escrow Agent is hereby authorized to comply with and obey all orders,
     judgments, decrees or writs entered or issued by any court, and in the
     event Escrow Agent obeys or complies with any such order, judgment, decree
     or writ, in whole or in part, it shall not be liable to Client or any other
     parties to this Escrow Agreement, or to any other person or entity, by
     reason or such compliance, notwithstanding that it shall be determined that

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     any such order, judgment, decree or writ be entered without jurisdiction or
     be invalid for any reason or be subsequently reversed, modified, annulled,
     satisfied or vacated.

     Escrow Agent shall not be required to institute or defend any action or
     legal process involving any matter referred to herein which in any manner
     affects his or its duties or liabilities hereunder to take any other action
     with reference to the Escrow Funds not specifically agreed to herein, and
     Escrow Agent shall not be responsible for any act or failure to act on its
     part except in the case of its own fraud or gross negligence.

     Should any controversy arise between Client and any other party to this
     Escrow Agreement or between any other person or entity with respect to this
     Escrow Agreement, or with respect to the ownership of or the right to
     receive any sums from the Escrow Funds, Escrow Agent shall have the right
     to institute a plea of interpleader in any court of competent jurisdiction
     to determine the rights of the parties. Should a plea of interpleader be
     instituted, or should Escrow Agent become involved in litigation in any
     manner whatsoever, connected with or pertaining to this Escrow Agreement or
     the Escrow Funds, Client hereby agrees to pay Escrow Agent, on demand, in
     addition to any charge made hereunder for acting as escrow agent,
     reasonable attorneys' fees incurred by Escrow Agent, and any other
     disbursements, expenses, losses, costs, and damages in connection with or
     resulting from such litigation.

6.   Indemnification. Client hereby agrees to indemnify and hold Escrow Agent
     harmless from and against any and all claims, loses, liabilities, costs,
     damages, fees charges and expenses (including attorneys' fees) which Escrow
     Agent may incur or sustain by reason of its acting as Escrow Agent under
     this Agreement, unless same shall result from the fraud or gross negligence
     of Escrow Agreement.

7.   Compensation of Escrow Agent. Escrow Agent shall be entitled to receive
     compensation for its services hereunder in accordance with its schedule of
     fees published from time to time and in effect at the time such
     compensation is payable hereunder. A copy of the current fee schedule is
     attached hereto as Exhibit A. Escrow Agent shall also be entitled to
     reimbursement for any and all costs and expenses incurred in performing its
     services hereunder, including without limitation, the reasonable fees and
     expenses incurred in performing its services hereunder, including without
     limitation, the reasonable fees and expenses of any counsel retained by it
     in accordance with the terms of this Escrow Agreement. Without relieving
     Client of any obligation to pay Escrow Agent the fees and expenses payable
     to it hereunder, Escrow Agent is authorized to pay and deduct its fees and
     expenses from the Escrow Funds and any interest or other income earned on
     the Escrow Funds.

8.   Resignation. Escrow Agent may resign as escrow agent at any time by giving
     Client at least ten (10) days' prior written notice of such resignation. If
     on the effective date of such resignation Escrow Agent has not received
     written instructions of appointment of a successor escrow agent, Escrow
     Agent may thereupon deposit all Escrow Funds and documents into the
     registry of a court of competent jurisdiction. The parties hereto intend
     that a substitute escrow agent will be appointed to fulfill the duties of
     Escrow Agent hereunder for the remaining term of the Agreement in the event
     of Escrow Agent's resignation and Client will use its best efforts to
     promptly appoint a substitute Escrow Agent who shall be bound by the terms
     and provisions of the Escrow Agreement.

9.   Termination and Amendment. The Escrow Agreement shall remain in effect
     until all Escrow Funds and any escrow documents are disbursed in accordance
     herewith; provided that any Escrow Agent who resigns in accordance with the
     terms hereof shall no longer be bound by this Escrow Agreement but the
     Agreement shall remain in effect, notwithstanding such resignation, for
     purposes of determining the rights and duties of Client and any such
     successor Escrow Agent. No amendment or modification to this Escrow
     Agreement shall be in force or effect unless signed by the parties hereto.

10.  No Trusteeship. Client agrees that Escrow Agent is acting solely as an
     escrowee hereunder and not as a trustee and that Escrow Agent has no
     fiduciary duties, obligations or liabilities under this Agreement.

11.  Confidentiality. Except as required by applicable law, legal process or
     other legal compulsion, Escrow Agent shall hold all information relating to
     the transactions contemplated by this Escrow Agent in strict confidence

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     and under no circumstance shall any of the terms and conditions or the
     participants involved be disclosed, unless such disclosure is mandated by
     applicable law.

12.  Notices. All notices, requests, instructions and demands which may be given
     by any party hereto to any other party shall be given to such parties in
     writing and shall be delivered either in hand with acknowledgment of
     receipt or by depositing same in the United States mail, certified or
     registered mail, return receipt requested, addressed to the respective
     parties as follows.

                  (A)      BioLynx.Com, Inc.
                           5617 Grissom Road
                           San Antonio, Texas 78238
                           Attn:  John D Walker II

                  (B)      Escrow Agent:  Sterling Bank
                           P.O. Box 40333
                           Houston, Texas 77240-0333
                           Attention:

         With a copy to:   Michael Roy
                           General Counsel
                           Sterling Bancshares, Inc.
                           P.O. Box 40333
                           Houston, Texas 77240-0333

     Or to such other address as may from time to time be specified by the
     respective parties to the other party in writing. If any notice is required
     by law, ten (10) days notice shall be deemed reasonable.

13.  Binding Agreement. This Agreement shall be binding up upon and enforceable
     against and shall inure to the benefit of the respective successors, legal
     representatives, heirs and assigns of the parties hereto.

14.  Governing Law. This Agreement shall be governed by and construed in
     accordance with the laws of the State of Texas.



"Escrow Agent"                                      "Client"
Sterling Bank                                       BioLynx. Com, Inc.

By:    /s/ Samantha Gammage                         By: /s/ John D. Walker II
   ---------------------------------                   ------------------------

Name: Samantha Gammage                              Name: John D. Walker II

Title: AVP                                          Title: President

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