EXHIBIT 4.3
                            RULE 419 ESCROW AGREEMENT




                          Letter of Escrow Instructions



To:               Wachovia Bank N.A.
                  Corporate Trust Group
                  5847 San Felipe, Suite 1050
                  Houston, Texas 77057


         Win or Lose Acquisition Corporation - Rule 419 escrow,
         Wachovia Bank Escrow No. ____________

     This  Letter of Escrow  Instructions  to  Wachovia  Bank N.A.,  hereinafter
called Escrow Agent,  shall immediately and  automatically  become operative and
effective upon the commencement of a public  distribution of certain  securities
of Win or Lose  Acquisition  Corporation (the "Company") which is described more
fully in the Company's Form S-1 Registration  Statement under the Securities Act
of 1933 (Registration No. 333-_____________).

         The Company will deliver the papers, stock certificates, money and
other property hereinafter described to the Escrow Agent. All such papers, stock
certificates, money and other property are to be held and disposed of by the
Escrow Agent in accordance with the following instructions and upon the terms
and conditions hereinafter set forth, to which the undersigned agree:

1. ESCROW PURPOSE:

1.1      This Escrow Agreement describes clearing and holding escrow that will
         be established by Win or Lose Acquisition Corporation, of Dunedin,
         Florida, (the "Company") and all current stockholders of the Company
         (the "Selling Stockholders") in accordance with the requirements of
         Securities and Exchange Commission Rule 419, adopted pursuant to the
         provisions of Section 7(b) of the Securities Act of 1933. The Company,
         the Selling Stockholders and the Escrow Agent are the only parties to
         this Escrow Agreement.

1.2      In connection with the distribution described in the Company's Form S-1
         Registration Statement (the "Distribution"), the Selling Stockholders
         intend to transfer certain shares of the Company's $.001 par value
         common stock (the "Common Stock") to certain classes of transferees
         described in the definitive prospectus filed as part of t he Company's
         Form S-1 Registration Statement.

1.3      The purpose of the escrow shall be to hold and ultimately distribute
         the following stock certificates ("Escrowed Assets") in accordance with
         the terms of Sections 4 through 6 this Escrow Agreement,

(a)           Stock certificates evidencing the ownership of 403,000 presently
              issued and outstanding shares of Common Stock (the "Gift Shares")
              that will be transferred to certain individuals and organizations
              selected by the Selling Stockholders (the "Donees"), registered in
              the names of the Donees and delivered to the Escrow Agent upon
              issuance;. and

(b)           Stock certificates evidencing the ownership of up to 1,597,000
              presently issued and outstanding shares of Common Stock (the
              "Founders' Shares") that have been registered for resale by the
              Selling Stockholders.

1.4      This Escrow Agreement constitutes an essential element of the Company's
         proposed public offering of securities and is required by Securities
         and Exchange Commission Rule 419. The parties to this Escrow Agreement
         shall, at all times, conduct all of their activities relating to the
         Rule 419 escrow created hereby in strict compliance with the letter and
         the spirit of Rule 419. In the event of any inconsistency between the
         terms of this Escrow Agreement and the requirements of Rule 419, the
         requirements of Rule 419 shall have priority.

2. ESCROW DEPOSITS:

2.1      The Escrow Agent shall accept deposits to the Escrow Account from time
         to time during the entire term of this Agreement. All stock
         certificates delivered to the Escrow Agent shall, upon delivery,
         automatically become subject to the provisions of this Escrow
         Agreement.

2.2      The initial escrow deposits will be in the form of individual stock
         certificates representing the ownership of Gift Shares. All stock
         certificates representing Gift Shares shall be registered in the name
         of individual Donee and contain complete information respecting the
         Donee's name, mailing address and taxpayer identification number. Upon
         completion of the gift share distribution described in the registration
         statement, the Selling Stockholders shall jointly execute and deliver
         to the Escrow Agent a schedule that identifies the specific Gift Share
         transfers made by each Selling Stockholder. When the Escrow Agent
         receives the stock certificates and other information specified in this
         Paragraph, it shall promptly examine the stock certificates to confirm
         that the stockholder information printed on the stock certificates
         complies in all particulars with the stockholder information in the
         supporting schedules. The Company shall promptly correct any errors,
         omissions or inconsistencies noted by the Escrow Agent.

2.3      Additional escrow deposits in the form of individual stock certificates
         representing the ownership of Founders' Shares may be made from time to
         time during the term of this Agreement. When any of the Selling
         Stockholders enter into an agreement to sell all or any part of the
         Founders' Shares, the Selling Stockholder shall promptly deliver stock
         certificates representing the ownership of the transferred Founders'
         Shares to the Escrow Agent. All such certificates shall be registered
         in the name of the Selling Stockholder and duly endorsed for transfer
         to the purchaser. All certificates for Founders' Shares delivered to
         the Escrow Agent shall be accompanied by a copy of the associated stock
         purchase agreement and such additional documentation as the Company,
         the Selling Stockholder and the Escrow Agent deem necessary or
         desirable to comply with the requirements of Rule 419, or otherwise
         provide for the efficient performance of the Escrow Agent's duties
         hereunder.

2.4      All stock certificates delivered to the Escrow Agent pursuant to the
         provisions of this Section 2 shall be held and disposed of by Escrow
         Agent in accordance with the following instructions and upon the terms
         and conditions set forth herein.

3. TERMINATION AND DISBURSEMENTS:

3.1      If the Company has not negotiated a business combination, filed a
         post-effective amendment to its registration statement, successfully
         completed a reconfirmation offering meeting the requirements of Rule
         419 and closed on the business combination agreement within 18 months
         after the effective date of its registration statement (the "Final
         Termination Date"), the Escrow Agent shall:

(a) Return all stock certificates representing Gift Shares to the Selling
Stockholders; and

(b) Return all stock certificates representing Founders' Shares to the Selling
Stockholders.

         When all stock certificates have been returned to the Selling
         Stockholders in accordance with the provisions of this Paragraph 3.1,
         this Escrow Agreement will terminate.

3.2      If the Company negotiates a business combination, files a
         post-effective amendment to its registration statement and conducts a
         reconfirmation offering meeting the requirements of Rule 419; and the
         terms of such offering are not accepted by the number of Gift Share
         Donees specified in the definitive prospectus included in the Company's
         post-effective amendment, the Company shall immediately notify the
         Escrow Agent that the terms of its reconfirmation offering have been
         rejected by the Gift Share Donees and the Escrow Agent shall:

(a) Return all stock certificates representing Gift Shares to the Selling
Stockholders; and

(b) Return all stock certificates representing Founders' Shares to the Selling
Stockholders.

         When all stock certificates have been returned to the Selling
         Stockholders in accordance with the provisions this Paragraph 3.2, this
         Escrow Agreement will terminate.

3.3      If the Company negotiates a business combination, files a
         post-effective amendment to its registration statement and conducts a
         reconfirmation offering meeting the requirements of Rule 419 and the
         terms of such offering are accepted by the number of Gift Share Donees
         specified in the definitive prospectus included in the Company's
         post-effective amendment, the Company shall promptly deliver, or cause
         to be delivered, to the Escrow Agent:

(a)             A copy of the definitive prospectus included in its
                post-effective amendment and used in connection with the
                reconfirmation offering;

(b)             A schedule setting forth the identity of each Gift Share Donee
                who has approved the terms of the reconfirmation offering in
                writing; and

(c)             A schedule setting forth the identity of each Gift Share Donee
                who has rejected the terms of the reconfirmation offering in
                writing or otherwise failed to execute a reconfirmation
                agreement within the time limits specified in the definitive
                prospectus.

         Upon receipt of the foregoing documentation, the Escrow Agent shall
         return to the Selling Stockholders all stock certificates registered in
         the names of Gift Share Donees who received Gift Shares in connection
         with the Distribution and ultimately refused or failed to execute a
         reconfirmation agreement within the time limits specified in the
         definitive prospectus

3.4      If the Company satisfies the conditions of Paragraph 3.3, actually
         closes the business combination described in the post-effective
         amendment to its registration statement and delivers to the Escrow
         Agent a Certificate signed by the President and Secretary that all
         conditions precedent to the final release of stock certificates set
         forth in Rule 419(e)(3) have been satisfied, the Escrow Agent shall:

(a)               Mail stock certificates to each Gift Share Donee who received
                  Common Stock in connection with the Distribution and
                  subsequently executed a reconfirmation agreement; and

(b)               Deliver stock certificates for the Founders' Shares to the
                  closing agents specified in the associated stock purchase
                  agreements; but only if a closing agent was specified in the
                  purchase agreement delivered to the Escrow Agent pursuant to
                  Paragraph 2.3 of this Escrow Agreement. In the event that a
                  closing agent was not so specified, the Escrow Agent shall
                  retain possession of the stock certificates pending its
                  receipt of joint written instructions from the Selling
                  Stockholder and purchaser.

         When all stock certificates and all Escrow Funds deposited with the
         Escrow Agent have been disbursed in accordance with the provisions of
         this Paragraph 3.4, this Escrow Agreement will terminate.

4. NO MODIFICATION:

4.1      After the effective date of the Company's Registration Statement, these
         instructions shall not be modified, rescinded or amended without the
         written consent of each Gift Share Donee and each purchaser of
         Founders' Shares who may be adversely affected by such modification,
         rescission or amendment.

5. GENERAL PROVISIONS:

5.1      All parties understand and agree that Escrow Agent is not a principal,
         participant, or beneficiary of the underlying transaction that
         necessitates this Escrow Agreement. The Escrow Agent shall be obligated
         only for the performance of such duties as are specifically set forth
         herein and may rely and shall be protected in acting or refraining from
         acting on any instrument believed by it to be genuine and to have been
         signed or presented by the proper party or parties, their officers,
         representatives or agents. The Escrow Agent shall not be liable for any
         action taken or omitted by it in good faith and believed by it to be
         authorized hereby, nor for action taken or omitted by it in accordance
         with the advice of its counsel. Escrow Agent shall be responsible for
         holding, investing and disbursing the Escrowed Assets pursuant to the
         Escrow Agreement, but in no event shall be liable for any exemplary or
         consequential damages in excess of Escrow Agent's fee hereunder.

5.2      Unless otherwise provided herein, the Escrow Agent shall accept hold
         and distribute the Escrowed Assets pursuant to this Escrow Agreement.
         Acceptance of the Escrowed Assets shall be communicated by Escrow Agent
         to parties in writing as soon as practicable after receipt, and any
         discrepancies shall be noted to Escrow Agent by the parties in writing
         within forty five (45) days of receiving such communication. Failure to
         note any discrepancies shall be deemed confirmation of the description
         of Escrowed Assets listed on the report regardless of any variations
         from the original schedule.

5.3      Should any controversy arise between the undersigned with respect to
         this Escrow Agreement or with respect to the right to receive the
         Escrowed Assets, Escrow Agent shall have the right to consult counsel
         and/or to institute a bill of interpleader in any court of competent
         jurisdiction to determine the rights of the parties. In the event it is
         a party to any dispute, Escrow Agent shall have the additional right to
         refer such controversy to binding arbitration. Should such actions be
         necessary, or should Escrow Agent become involved in litigation in any
         manner whatsoever on account of this Escrow Agreement or the Escrowed
         Assets, the undersigned hereby bind and obligate themselves, their
         heirs and legal representatives to pay Escrow Agent, in addition to any
         charge made hereunder for acting as Escrow Agent, reasonable attorney's
         fees incurred by Escrow Agent, and any other disbursements, expenses,
         losses, costs and damages in connection with and resulting from such
         actions.

5.4      The Escrow Agent shall have no liability under, or duty to inquire
         beyond the terms and provisions of the Escrow Agreement, and it is
         agreed that its duties are purely ministerial in nature, and that the
         Escrow Agent shall incur no liability whatsoever except for willful
         misconduct or gross negligence so long as it has acted in good faith.
         The Escrow Agent shall not be bound by any modification, amendment,
         termination, cancellation, rescission or supersession of this Escrow
         Agreement unless the same shall be in writing and signed by all of the
         other parties hereto and, if its duties as Escrow Agent hereunder are
         affected thereby, unless it shall have given prior written consent
         thereto.

5.5      The Escrow Agent may at any time resign hereunder by giving written
         notice of its resignation to the other parties hereto, at their address
         set forth herein, at least ten (10) days prior to the date specified
         for such resignation to take effect, and upon the effective date of
         such resignation, the Escrowed Assets hereunder shall be delivered to
         such person as may be designated in writing by the parties executing
         this Escrow Agreement, whereupon all the Escrow Agent's obligations
         hereunder shall cease and terminate. The Escrow Agent's sole
         responsibility until such termination shall be to keep safely all
         Escrowed Assets and to deliver the same to a person designated by the
         parties executing this Escrow Agreement or in accordance with the
         directions of a final order or judgment of a court of competent
         jurisdiction.

5.6      The parties agree to jointly and severally indemnify, defend and hold
         the Escrow Agent harmless from and against any and all loss, damage,
         tax, liability and expense that may be incurred by the Escrow Agent
         arising out of or in connection with its acceptance or appointments as
         Escrow Agent hereunder, including costs and expenses of defending
         itself against any claim or liability in connection with its
         performance hereunder.

5.7      The parties jointly and severally agree to pay to the Escrow Agent its
         fees for the services rendered pursuant to the provisions of this
         Escrow Agreement and will reimburse the Escrow Agent for reasonable
         expenses, including reasonable attorney's fees incurred in connection
         with the negotiations, drafting and performance of such services.
         Except as otherwise noted, this fee covers account acceptance, set up
         and termination expenses; plus usual and customary related
         administrative services such as safekeeping, investment and payment of
         funds specified herein or in the exhibits attached. Activities
         requiring excessive administrator time or out-of-pocket expenses such
         as optional substitution of collateral or securities shall be deemed
         extraordinary expenses for which related costs, transaction charges,
         and additional fees will be billed at Escrow Agent's standard charges
         for such items. A fee schedule has been provided to all parties to this
         Escrow Agreement.

5.8      Escrow Agent is hereby given a lien on all Escrowed Assets for all
         indebtedness that may become owing to Escrow Agent hereunder, which
         lien may be enforced by Escrow Agent by setoff or appropriate
         foreclosure proceedings.

5.9      The parties warrant to the Escrow Agent that there are no Federal,
         State or local tax liability or filing requirements whatsoever
         concerning the Escrow Agent's actions contemplated hereunder and
         warrant and represent to the Escrow Agent that the Escrow Agent has no
         duty to withhold or file any report of any tax liability under any
         Federal of State income tax, local or State property tax, local or
         State sales or use taxes, or any other tax by any taxing authority. The
         parties hereto agree to jointly and severally indemnify the Escrow
         Agent fully for any tax liability, penalties or interest incurred by
         the Escrow Agent arising hereunder and agree to pay in full any such
         tax liability together with penalty and interest if any tax liability
         is ultimately assessed against the Escrow Agent for any reason as a
         result of its action hereunder (except for the Escrow Agent's
         individual income tax liability arising from its income fees).

5.10     The Escrow Agent shall have no liability for loss arising from any
         cause beyond its control, including, but not limited to, the following:
         (a) the act, failure or neglect of any agent or correspondent selected
         by the Escrow Agent or the parties hereto; (b) any delay, error,
         omission or default connected with the remittance of funds; (c) any
         delay, error, omission or default of any mail, telegraph, cable or
         wireless agency or operator; and (d) the acts or edicts of any
         government or governmental agency or other group or entity exercising
         governmental powers.

5.11     This Escrow Agreement shall be governed by and construed in accordance
         with the laws of the State of Texas.

6.       NOTICES:

6.1      All notices, demands, requests or payments provided for or given
         pursuant to this Escrow must be in writing or facsimile. All such
         notices shall be deemed to have been properly given or served by
         personal delivery or by depositing the same in the United States mail
         addressed to the person entitled to receive such notice at the address
         set forth below.

     To the Company or the
     Selling Shareholders:                   To the Escrow Agent:
     Sally A. Fonner, President                  Wachovia Bank N.A.
     Win or Lose Acquisition Corporation         Corporate Trust Group
     1268 Bayshore Boulevard                     5847 San Felipe, Suite 1050
     Dunedin, Florida 34698                      Houston, Texas 77057
     Facsimile: (727) 469-8603                   Facsimile: (713) 278-4329

6.2      All notices shall be effective when received.

       Approved and accepted by the Company and the Escrow Agent this 20th day
of February 2004.


Win or Lose Acquisition Corporation                           Wachovia Bank N.A.





By:                       /s/                   By:                      /s/
   -------------------------------          -------------------------
     Sally A. Fonner, President              R. Douglas Milner, Vice President


Approved and accepted by the Selling Stockholders this 20th day of February 2004

Sally A. Fonner                               Mark R. Dolan





By:                       /s/       By:                      /s/
   -------------------------------     -------------------------------


John L. Petersen                            Rachel A. Fefer




By:                       /s/                By:                      /s/
   ----------------------------          ------------------------------------