ESCROW AGREEMENT

     ESCROW  AGREEMENT, dated as of November 22, 2002, by and between Matthew P.
Dwyer,  an  individual  ("Dwyer"),  Marc Douglas, an individual ("Douglas"), and
Broad  and  Cassel  (the  "Agent").  Each  of Dwyer, Douglas, and Agent shall be
referred  to  as  a  "Party"  and  collectively  as  the  "Parties."

I.     Escrow

     1.01     Appointment  and  Acknowledgment  of  Escrow  Agent.

     Dwyer  and Douglas hereby appoint the Agent, and the Agent hereby agrees to
serve,  as  Escrow  Agent  pursuant  to  the terms of this Agreement.  The Agent
acknowledges  receipt  of  the  following  from  Dwyer:

          (a)     upon the  execution of this Agreement, Dwyer will deposit with
the  Agent  the  shares  of  stock  set forth on Schedule A annexed to the Stock
Pledge  Agreement  (the  "Pledge Agreement") executed on the date hereof between
Dwyer  and  Douglas  (the  "Pledged  Shares").

     The  properties described above are referred to as the "Escrowed Property."
If the Escrowed Property includes property on which dividends are paid, on which
interest  is  earned,  or to which other accretions are added, then the Escrowed
Property shall include such dividends, interest, or accretions.  If the Escrowed
Property  consists  of stock, the Agent shall exercise all rights and privileges
of  a stockholder with respect to the shares deposited and held pursuant to this
Agreement.

     1.02     Operation  of  Escrow.

     The  Parties  hereto  agree  that the escrow created by this Agreement (the
"Escrow")  shall  operate  as  follows:

          (a)     This  Escrow shall remain in existence until February 24, 2003
(the  "Escrow  Period").

          (b)     Upon  receipt  by the Agent at any time after the date of this
Agreement  and  on  or  before  the  termination  of  the  Escrow  Period,  of a
certificate  signed  by  Douglas  (the "Certificate") (i) stating that there has
occurred  or  exists  a  breach  by  Dwyer  under  the  Pledge  Agreement,  (ii)
specifying,  in reasonable detail, the circumstances of the breach (the "Claim")
and  (iii)  specifying  the  portion of the Escrowed Property to be delivered to
Douglas,  the Agent shall deliver to Douglas, the Escrowed Property specified in
the  Certificate, provided, however, that the Waiting Period has expired without
receipt  of  an  Objection  as  hereinafter  provided.

<PAGE>

          (c)     At  the  time  of  delivery  of  a Certificate to the Agent (a
"Delivery"),  a  duplicate copy of the Certificate shall be delivered by Douglas
to  Dwyer.  Dwyer  shall  have a period of ten (10) calendar days following each
such  delivery  (the  "Waiting  Period")  within  which  to  object in a written
statement  (an "Objection") to the Claim made in the Certificate.  The Objection
shall  state  in  reasonable  detail  the  factual  and/or  legal basis for such
Objection  and shall be delivered to the Agent, with a copy of such Objection to
Douglas,  prior  to  the  expiration  of  the  Waiting  Period.

     If  Dwyer makes an Objection within the Waiting  Period,  the  Agent  shall
note release  any  Escrowed  Property  in  respect  of  such  Claim  unless  the
Claim is resolved  finally  pursuant  to sections 1.02(d) and/or 1.02(e) hereof.
Conversely,  absent a timely Objection by Dwyer, the Agent, after the expiration
of the Waiting Period, shall release and deliver the Escrowed Property specified
in  the  Certificate  to  Douglas  as  set  forth  in  section  1.02(b)  above.

     Nothing  herein  shall  be  construed  to permit the Agent to determine the
sufficiency  or  legitimacy  of  either  a  Certificate  or  an  Objection.

          (d)     If  Dwyer  objects  to  any  Claim  made in any Certificate in
accordance  with  section 1.02(c) above, Douglas and Dwyer shall attempt in good
faith  for  a  period  of  ten  (10)  calendar days thereafter (the "Negotiation
Period")  to agree upon the respective rights of the parties with respect to the
Claim  or  with respect to the Escrowed Property, as the case may be. If Douglas
and  Dwyer  should  so  agree,  a  memorandum setting forth such accord shall be
prepared and signed by each of the parties and furnished to the Agent. The Agent
shall  be  entitled  to rely on any such memorandum and to distribute or deliver
the  Escrowed  Property  in  accordance  with  the  terms  thereof.

          (e)     In  the  event Douglas and Dwyer are unable to reach an accord
with  regard to tall of the Claims asserted in the Certificate by the end of the
Negotiation  Period, then either party may institute such actions or proceedings
as  they  deem appropriate in any of the Courts provided in the Pledge Agreement
to  resolve  the  dispute. The Agent shall be entitled to act in accordance with
any  judgment  made  and  entered  by such courts and to authorize the making or
withholding  of  the  Escrowed  Property  in  accordance  therewith.

     1.03     Further  Provisions  Relating  to  the  Escrow.

          (a)     Distributions  by  the  Agent  in accordance with the terms of
this  Agreement  shall  operate to divest all right, title, interest, claim, and
demand,  either  at law or in equity, of any party to this Agreement (other than
the  distributee)  in  and  to  the Escrowed Property distributed and shall be a
perpetual  bar  both  at  law  and  in  equity  with respect to such distributed
Escrowed  Property  against the parties to this Agreement and against any person
claiming  or  attempting  to  claim  such  distributed  escrowed  property from,
through,  or  under  such  party.

          (b)     Dwyer (as to half) and Douglas (as to half) agree to reimburse
the  Agent  for  the Agent's reasonable fees and other expenses (including legal
fees  and  expenses)  incurred  by  the  Agent  in  connection  with  its duties
hereunder.

<PAGE>

          (c)     Dwyer  and  Douglas, jointly and severally, agree to indemnify
and hold harmless the Agent against and  in  respect  of  any  and  all  claims,
suites, actions, proceedings (formal or  informal),  investigations,  judgments,
deficiencies,  damages,  settlements,  liabilities, and legal and other expenses
(including  legal counsel fees and expenses of attorneys chosen by the Agent) as
and  when  incurred and whether or not involving a third party arising out of or
based  upon any act, omissions, alleged act, or alleged omission by the Agent or
any  other  cause,  in  any  case  in  connection with the acceptance of, or the
performance  or  nonperformance by the Agent of, any of the Agent's duties under
this Agreement, except as a result of the Agent's bad faith or gross negligence.
The  Agent  shall  be  fully  protected  by  acting in reliance upon any notice,
advice,  direction,  other  document,  or  signature believed by the Agent to be
genuine,  by  assuming  that any person purporting to give the Agent any notice,
advice,  direction,  or other document in accordance with the provisions hereof,
in  connection  with  this  Agreement,  or in connection with the Agent's duties
under this Agreement, has been duly authorized so to do, or by acting or failing
to  act  in good faith on the advice of any counsel retained by the Agent, which
may  be  Broad and Cassel.  Dwyer acknowledges that the Agent acts as counsel to
Douglas  and  may  continue  to  serve  in  that  capacity, and neither anything
contained  herein,  the  execution  or  delivery  hereof  by  the Agent, nor the
performance  by  the  Agent  of  its duties hereunder shall in any way affect or
require  termination  of such relationship with Douglas.  The agent shall not be
liable  for  any  mistake of fact or of law or any  error of  judgment,  or  for
any act  or  any  omission,  except  as  a  result of the Agent's bad  faith  or
gross negligence.  If any of the  Escrowed  Property  is  represented  by  stock
certificates,  the  Agent  shall  not  be  liable  if the Agent submits all or a
portion  of the Escrowed Property to be broken into smaller denominations to the
appropriate  transfer  agent,  and  such transfer agent fails to return properly
that portion of the Escrowed Property to the Agent which such transfer agent was
instructed  to  return.

          (d)     The  Agent  makes no representation as to the validity, value,
genuineness,  or  the  collectibility  of  any  security  or  other  document or
instrument  held  by  or  delivered  to  the  Agent.

          (e)     The  Agent  shall  have  no  duties or responsibilities except
those  expressly set forth herein.  The Parties hereto agree that the Agent will
not  be called upon to construe any contract or instrument.  The Agent shall not
be  bound  by  any  notice  of  a  claim, or demand with respect thereto, or any
waiver,  modification, amendment, termination, cancellation, or revision of this
Agreement, unless in writing and signed by the other Parties hereto and received
by  the Agent and, if the Agent's duties as Escrow Agent hereunder are affected,
unless  the Agent shall have given its prior written consent thereto.  The Agent
shall  not  be  bound  by  any  assignment  by Dwyer or by Douglas of its rights
hereunder  unless  the Agent shall have received written notice thereof from the
assignor.  The  Agent  is  authorized  to  comply  with  and  obey  laws, rules,
regulations,  orders,  judgments,  and  decrees  of  any governmental authority,
court,  or  other  tribunal.  If  the  Agent  complies  with any such law, rule,
regulation,  order, judgment, or decree, the Agent shall not be liable to any of
the  Parties  hereto  or  to  any  other  person  even if such law, rule, order,
regulation,  judgment,  or  decree is subsequently reversed, modified, annulled,
set aside, vacated, found to have been entered without jurisdiction, or found to
be  in  violation  of  or  beyond  the  scope  of  a  constitution  or  a  law.

<PAGE>

          (f)     If  the  Agent  shall be uncertain as to the Agent's duties or
rights hereunder, shall receive any notice, advice, direction, or other document
from any other party with respect to the Escrowed Property which, in the Agent's
opinion,  is in conflict with any of the provisions of this Agreement, or should
be  advised that a dispute has arisen with respect to the payment, ownership, or
right  of  possession  of  the  Escrowed  Property  or  any part thereof, or the
property  to  be  exchanged  for  the  Escrowed Property (or as to the delivery,
non-delivery,  or  content of any notice, advice, direction, or other document),
the Agent shall be entitled, without liability to anyone, to refrain from taking
any  action  other than to use the Agent's reasonable efforts to keep safely the
Escrowed Property until the Agent shall be directed otherwise in writing by both
other parties hereto or by an order, decree, or judgment of a court of competent
jurisdiction which has been finally affirmed on appeal or which by lapse of time
or  otherwise is no longer subject to appeal (a "Final Judgment"), but the Agent
shall  be  under  no duty to institute or to defend any proceeding, although the
Agent  may, in the Agent's discretion and at the expense of Dwyer and Douglas as
provided  in  Section  1.03(c),  institute  or  defend  such  proceedings.

          (g)     The Agent  (and any successor escrow agent or agents) reserves
the  right  to resign as the Escrow Agent at any time, provided fifteen (15) day
prior  written notice is given to the other parties hereto, and provided further
that  a  mutually  acceptable  successor  Escrow  Agent(s)  is named within such
fifteen  (15)  day  period. The Agent may, but is not obligated to, petition any
court  in  the  State  of  Florida  having jurisdiction to designate a successor
Escrow  Agent.  The  resignation of the Agent (and any successor escrow agent or
agents)  shall  be  effective only upon delivery of the Escrowed Property to the
successor  escrow  agent(s). The Parties reserve the right to jointly remove the
Escrow  Agent  at  any  time, provided fifteen (15) days prior written notice is
given  to  the Escrow Agent. If no successor Escrow Agent has been appointed and
has  accepted the Escrowed Property within fifteen (15) days after the Notice is
sent, all responsibilities of the Agent hereunder shall, nevertheless, case. The
Agent's  sole  responsibility  thereafter shall be to use the Agent's reasonable
efforts  to  keep  safely  the  Escrowed  Property  and  to deliver the Escrowed
Property as may be directed in writing by both of the other parties hereto or by
a  Final  Judgment.  Except as set forth in this Section 1.03(g), this Agreement
shall not otherwise be assignable by the Agent without the prior written consent
of  the  other  parties  hereto.

          (h)     Dwyer  and  Douglas  authorize  the  Agent,  if  the  Agent is
threatened  with  litigation or is sued, to interplead all interested parties in
any  court  of  competent jurisdiction and to deposit the Escrowed Property with
the  clerk  of  that  court.

          (i)     The Agent's responsibilities and liabilities hereunder, except
as  a  result  of  the Agent's own bad faith or gross negligence, will terminate
upon  the  delivery by the Agent of al the Escrowed Property under any provision
of  this  Agreement.

<PAGE>

          (j)     As  consideration  for acting as escrow agent hereunder, Dwyer
and  Douglas  shall  pay,  in  advance  and  as  a  condition  precedent  to the
establishment  of  the  Escrow pursuant to the terms of this Agreement, a fee to
the Agent of $1,250. This fee shall be deemed to have been earned in full by the
Agent  upon  establishment of the Escrow, and shall not be subject to pro-ration
or  other  setoff  in  the  event  the  Escrow  is  terminated  by  any  party.

II.     Miscellaneous

     2.01     Further  Action.

     At  any  time  and from time to time, Dwyer and Douglas each agrees, at its
own  expense,  to take such actions and to execute and deliver such documents as
may  be  reasonably  necessary to effectuate the purposes of this Agreement.  If
any portion of the Escrowed Property consists of stock certificates, Dwyer shall
pay  any  transfer  tax arising out of the placing of the Escrowed Property into
the  Escrow,  the  delivery  of  the Escrowed Property out of the Escrow, or the
transfer of the Escrowed Property into the name of any person or entity pursuant
to  the  terms  of  this Agreement.  The Agent shall have no liability regarding
transfer  taxes  even  if one or both of the Parties hereto fails to comply with
the  obligations  set  forth  in  the  prior  sentence.

     2.02     Survival.

     Subject to Section 1.03(i), the covenants, agreements, representations, and
warranties  contained  in  or  made pursuant to  this  Agreement  shall  survive
the delivery by  the  Agent  of  the  Escrowed  Property,  irrespective  of  any
investigation  made  by  or  on  behalf  of  any  party.

     2.03     Modification.

     This  Agreement  sets  forth  the  entire understanding of the parties with
respect  to  the subject matter hereof, supersedes all existing agreements among
them  concerning  such  subject  matter, and (subject to Section 1.03(e)) may be
modified  only  by  a  written  instrument  duly  executed  by  each  party.

     2.04     Notices.

     Any  notice, advice, direction, or other document or communication required
or  permitted  to  be given hereunder shall be in writing and shall be mailed by
certified  mail,  return receipt requested, or by Federal Express, Express Mail,
or  similar  overnight delivery or courier service or delivered (in person or by
facsimile)  against receipt to the party to whom it is to be given at address of
such  party  set  forth  below (or to such other address as the party shall have
furnished  in  writing  in  accordance with the provisions of this Section 2.04)
with  a  copy  to  each  of  the  other  parties  hereto:

<PAGE>

     If  to  Dwyer:     1410  Tuscany  Way
                        Boynton  Beach,  FL  33435


     If  to  Douglas:   3141  W.  Hallandale  Beach  Blvd.
                        Hallandale,  FL  33009


     If  to  Agent:     Broad  and  Cassel
                        201  S.  Biscayne  Blvd.
                        Miami,  FL  33131
                        Attn:  Dale  S.  Bergman,  Esq.
                        Facsimile  (305)  373-9493

     Any  notice, advice, direction, or other document or communication given by
certified mail shall be deemed given at the time of receipt thereof.  Any notice
given by other means permitted by this Section 2.04 shall be deemed given at the
time  of  receipt  thereof.

     2.05     Waiver.

     Any  waiver  by  any  party  of a breach of any provision of this Agreement
shall  not operate as or be construed to be a waiver of any other breach of that
provision  or  of  any  breach  of  any  other provision of this Agreement.  The
failure of a party to insist upon strict adherence to any term of this Agreement
on  one or more occasions shall not be considered a waiver or deprive that party
of  the  right  thereafter  to  insist upon strict adherence to that term or any
other  term  of  this  Agreement.  Any  waiver  must  be  in  writing.

     2.06     Binding  Effect.

     Subject  to  Section  1.03(g),  the  provisions  of this Agreement shall be
binding  upon and inure to the benefit of Dwyer and Douglas and their respective
assigns,  heirs,  and  personal  representatives,  and shall be binding upon and
insure  to  the  benefit  of  the  Agent and the Agent's successors and assigns.

     2.07     No  Third  Douglaseneficiaries.

     This Agreement does not create, and shall not be construed as creating, any
rights  enforceable  by  any  person  not  a  party to this Agreement (except as
provided  in  Section  2.06).

     2.08     Separability.

     This  entire  Agreement  shall  be  void if any provision of this Agreement
other  than  the second and third sentences of Section 2.11 is invalid, illegal,
unenforceable,  or  inapplicable  to  any  person or circumstance to which it is
intended  to  be  applicable,  except  that the provisions of Section 1.03 shall
survive.

<PAGE>

     2.09     Headings.

     The  headings in this Agreement are solely for convenience of reference and
shall  be  given  no  effect  in  the  construction  or  interpretation  of this
Agreement.

     2.10     Counterparts;  Governing  Law.

     This Agreement may be executed in any number of counterparts, each of which
shall  be deemed an original, but all of which together shall constitute one and
the  same  instrument.  It shall be governed by and construed in accordance with
the laws of the State of Florida without giving effect to conflict of laws.  Any
action, suit, or proceeding arising out of, based on, or in connection with this
Agreement  ,  any  document  or  instrument delivered pursuant to, in connection
with, or simultaneously with this Agreement, any breach of this Agreement or any
such  document  or instrument, or any transaction contemplated hereby or thereby
may  be  brought  only in the appropriate court in Broward County, Florida, each
party  covenants  and  agrees  not to assert, by way of motion, as a defense, or
otherwise, in any such action, suit, or proceeding, any claim that such party is
not  subject  personally  to  the  jurisdiction of such court, that such party's
property  is  exempt  or  immune  from attachment or execution, that the action,
suit,  or  proceeding is brought in an inconvenient forum, that the venue of the
action,  suit,  or proceeding is improper, or that this Agreement or the subject
matter  hereof  may  not  be  enforced  in  or  by  such  court.


<PAGE>

     IN WITNESS WHEREOF, the Parties have duly executed this Agreement as of the
date  first  written  above.


"Dwyer"                         "Douglas"


/s/ Matthew P. Dwyer            /s/ Marc Douglas
--------------------            -------------------
Matthew  P.  Dwyer              Marc  Douglas



"Agent"


Broad  and  Cassel
By:  Dale S. Bergman, P. A., partner


/s/ Dale S. Bergman
---------------------
By:   Dale S. Bergman
Its:   President