ESCROW AGREEMENT

     THIS ESCROW AGREEMENT  ("Agreement") is made and entered into this 27th day
of October,  1997, by and between  Eurotronics  Holdings,  Incorporated,  a Utah
corporation  ("Company"),  Saxx Capital,  Inc., an Ontario,  Canada  corporation
("Saxx Capital,  Inc."),  Melvin Fields, an individual  ("Fields"),  Park Street
Investments,  Inc., a Utah Corporation ("Park"),  A-Z Professional  Consultants,
Inc., a Utah Corporation ("A-Z")( Fields, Park and A-Z collectively  referred to
hereinafter  as  "Consultants")and  the law firm of Herb  Jacobi,  (the  "Escrow
Agent") located at 8 West 38th Street 9th Floor, New York, New York, 10018.

                                    Premises

The Company entered into a Reorganization Agreement dated October 30, 1997, with
Saxx Capital,  Inc.  whereby Saxx Capital,  Inc. is to receive One Hundred Forty
Four Million Five Hundred Thousand  (144,500,000) shares of the Company's common
stock,  par  value  $0.001,  ("Shares")  in  exchange  for  100%  of  the  total
outstanding  shares of Saxx Capital,  Inc. ("Saxx Capital,  Inc.  Stock").  Saxx
Capital, Inc. is further obligated to pay a consulting fee to Consultants in the
amount of $150,000.  The Company, Saxx Capital, Inc. and Consultants wish to set
up an escrow for the Shares and monies due the Company and Consultants until all
sums owed by Saxx Capital, Inc. are paid in full and the other conditions of the
Reorganization are met.

                                    Agreement

NOW, THEREFORE, the parties hereto agree as follows:

1.   The  Company  shall  deliver  to the  Escrow  Agent the Shares in the names
     designated by Saxx Capital,  Inc. After  confirmation  of receipt by Escrow
     Agent of the Shares, Saxx Capital, Inc. shall deposit $100,000 in certified
     funds  with  Escrow  Agent  who  will  immediately  disperse  the  funds to
     Consultants  as follows i) $62,500 to A-Z ii) $27,500 to Park iii)  $10,000
     to Fields.

2.   Within 30 days, Saxx Capital, Inc. shall make an additional cash deposit of
     $50,000 in certified funds with Escrow Agent who will immediately  disperse
     the  funds  to  Consultants  as  follows  i)  $22,500  to A-Z  Professional
     Consultants,  Inc.;  ii) $22,550 to Park  Street  Investments,  Inc.;  iii)
     $5,000 to Melvin  Fields.  For any amounts not deposited  with Escrow Agent
     and dispersed to Consultants  beyond 30 days,  Saxx Capital,  Inc. shall be
     obligated  to  pay  Consultants  a  late  fee  of  10%  per  month  of  the
     undeposited/undispersed amount plus any collection fees.

3.   If after 90 days there  remains  any unpaid  amounts  due  Consultants,  or
     Escrow Agent has not received  written  notice by both the Company and Saxx
     Capital, Inc. that the terms of the Reorganization Agreement have been met,
     then the Shares shall be immediately returned to the Company.

4.   Notwithstanding  item (3) above,  upon receipt by Consultants of the entire
     $150,000 plus any late fees and upon written notice by both the Company and
     Saxx Capital, Inc. that the terms of the Reorganization Agreement have been
     met, Escrow Agent shall release the Shares to Saxx Capital, Inc..

6.   This  Agreement  shall  continue until February 10, 1998, and for up to two
     consecutive 10 day periods thereafter on the request of the Company.

7.   Those Shares  deposited  shall remain the property of the Company and shall
     not be subject to any lien or charges by the Escrow Agent,  or judgments or
     creditors'  claims against Saxx Capital,  Inc. until released in the manner
     herein provided.

8.   It is  understood  and  agreed  that the  duties  of the  Escrow  Agent are
     entirely  ministerial  being  limited  to  receiving  monies  from the Saxx
     Capital,  Inc.  and Shares from the Company  holding  and  disbursing  such
     monies and Shares in accordance with this Agreement.

9.   The  Escrow  Agent is not a party to,  and is not bound by,  any  agreement
     between the Company and Saxx Capital, Inc. except as may be evidenced by or
     arise out of the foregoing instructions.

10.  The  Escrow  Agent  acts  hereunder  as  a  depository  only,  and  is  not
     responsible  or  liable  in any  manner  whatsoever  for  the  sufficiency,
     correctness,  genuineness, or validity of any instrument deposited with it,
     or with  respect to the form or  execution  of the same,  or the  identity,
     authority, or rights of any person executing or depositing the same.
<PAGE>
11.  The Escrow Agent shall not be required to take or be bound by notice of any
     default of any person or to take any action  with  respect to such  default
     involving any expense or liability, unless notice in writing is given to an
     officer 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 expense or liability arising therefrom.

12.  The Escrow  Agent  shall not be liable for acting on any  notice,  request,
     waiver, consent, receipt, or other paper or document believed by the Escrow
     Agent to be genuine and to have been signed by the proper party or parties.

13.  The Escrow  Agent  shall not be liable for any error of judgment or for any
     act done or step taken or omitted by it in good  faith,  or for any mistake
     of fact or law, or for  anything  which it may do or refrain  from doing in
     connection herewith, except its own willful misconduct.

14.  The Escrow Agent shall not be  answerable  for default or misconduct of any
     agent,  attorney,  or employee appointed by it if such agent,  attorney, or
     employee shall have been selected with reasonable care.

15.  The Escrow Agent may consult with legal counsel in the event of any dispute
     or question as to the  construction  of the foregoing  instructions  or the
     Escrow  Agent's  duties  hereunder,  and the Escrow  Agent  shall  incur no
     liability  and shall be fully  protected in acting in  accordance  with the
     opinion and instructions of such counsel.

16.  In the event of any  disagreement  between the  undersigned or any of them,
     the person or persons named in the foregoing instructions, and/or any other
     person, resulting in adverse claims and/or demands being made in connection
     with or for any  papers,  money,  or property  involved  herein or affected
     hereby,  the  Escrow  Agent  shall be  entitled  at its option to refuse to
     comply with any such claim,  or demand so long as such  disagreement  shall
     continue  and,  in so  refusing,  the Escrow  Agent  shall not be or become
     liable  to the  undersigned  or any of them or to any  person  named in the
     foregoing  instructions  for the  failure or  refusal  to comply  with such
     conflicting or adverse  demands,  and the Escrow Agent shall be entitled to
     continue to so refrain and 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.

18.  This Agreement contains the entire agreement among the parties with respect
     to  the  subject  matter  hereof.   This  Agreement  may  not  be  amended,
     supplemented  or  discharged,  and no  provision  hereof may be modified or
     waived,  except by an  instrument  in writing  signed by all of the parties
     hereto.  No waiver of any  provision  hereof by any party shall be deemed a
     continuing waiver of any matter by such party.

19.  This Agreement shall be binding upon and shall inure to the benefit of each
     of the parties hereto,  and their respective heirs,  successors,  permitted
     assigns, distributees and legal representatives.

     IN WITNESS  WHEREOF,  the parties  hereto have caused this  Agreement to be
executed by their  respective  duly  authorized  officers,  as of the date first
above written.

Eurotronics Holdings, Incorporated        Saxx Capital, Inc.


 /s/ Melvin Fields                        /s/ Anne Moxon
Melvin Fields                             Anne Moxon
President                                 Secretary



Park Street Investments, Inc.             A-Z Professional Consultants, Inc.


 /s/ Ken Kurtz                             /s/ Richard Surber
Ken W. Kurtz                               Richard Surber
President                                  President


Melvin Fields


 /s/ Melvin Fields


                                  Escrow Agent

     Herb Jacobi  (Escrow Agent) hereby  acknowledges  receipt of this Agreement
and  agrees  to act in  accordance  with  said  Agreement  and on the  terms and
conditions above set forth this 27th day of October

                           Herb Jacobi

                           By  /s/ Herb Jacobi