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                                                                    EXHIBIT 10.6


                          SOURCE CODE ESCROW AGREEMENT

         THIS SOURCE CODE ESCROW AGREEMENT ("Escrow Agreement") is effective as
of October 31, 1998, by and among Data Securities International, Inc., a
Delaware corporation ("DSI"), iMall, Inc., a Nevada corporation ("Depositor"),
and First Data Management Services Corporation, a Florida corporation ("FDMS").

         WHEREAS, Depositor and FDMS have entered into that certain Development
and Marketing Agreement dated October 31, 1998 as such agreement may be amended
from time to time (the "Marketing Agreement") regarding, inter alia, the Company
Software and Electronic Commerce Tools (as defined in the Marketing Agreement,
collectively, the "Company Materials");

         WHEREAS, Depositor and FDMS desire this Escrow Agreement to be
supplementary to such Development and Marketing Agreement pursuant to 11 United
States Code Section 365(n);

         WHEREAS, availability of or access to the Source Code is critical to
the conduct of FDMS' business; and

         WHEREAS, Depositor will deposit with DSI proprietary data to provide
for FDMS' access to the Source Code under conditions specified herein.

         NOW THEREFORE, for good and valuable consideration, the receipt of
which is hereby acknowledged, and in consideration of the promises, mutual
covenants and conditions contained herein, the parties hereto agree as follows:

1.       Deposit Account. Following the delivery of the executed Escrow
         Agreement, DSI shall open a deposit account ("Deposit Account") for
         Depositor. The opening of the Deposit Account means that DSI shall
         establish an account ledger in the name of Depositor, assign a deposit
         account number ("Deposit Account Number"), calendar renewal notices to
         be sent to Depositor as provided in Section 30, and request the initial
         deposit ("Initial Deposit") from Depositor. Depositor has an obligation
         to make the Initial Deposit within thirty (30) days after the Effective
         Date set forth in the Marketing Agreement. Unless and until Depositor
         makes the Initial Deposit with DSI, DSI shall request the Initial
         Deposit from Depositor.

2.       FDMS Account. Following the execution and delivery of this Escrow
         Agreement, DSI shall open an account for FDMS ("FDMS Account"). The
         opening of the FDMS Account means that DSI shall establish under the
         Deposit Account an account ledger with a unique registration number
         ("Registration Number") in the name of FDMS, calendar renewal notices
         to be sent to FDMS as provided in Section 30, and request the Initial
         Deposit from Depositor. DSI shall notify FDMS upon receipt of Initial
         Deposit.

3.       Term of Escrow Agreement. The term of this Escrow Agreement shall be
         coterminous with the Term of the Marketing Agreement, and shall
         commence as of the date first written above and shall continue in full
         force unless terminated earlier as provided in this Escrow Agreement.



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4.       Exhibit A, Notices and Communications. Notices and invoices to
         Depositor and FDMS shall be sent to the parties at the addresses set
         forth in Exhibit A.

         Documents, payment of fees, deposits of material, and any written
         communication to DSI shall be sent to the DSI offices set forth in
         Exhibit A.

         Depositor and FDMS agree to each name their respective designated
         contact ("Designated Contact") to receive notices from DSI and to act
         on their behalf in the performance of their obligations as set forth in
         this Escrow Agreement. Depositor and FDMS agree to notify DSI promptly
         of a change of their Designated Contact in the manner set forth in
         Exhibit A.

5.       Exhibit B and Deposit Material. Depositor shall submit source code and
         related material for the Company Materials ("Deposit Material") to DSI
         for retention and administration in the Deposit Account.

         The Company shall submit the Deposit Material together with a completed
         document called a "Description of Deposit Material", hereafter referred
         to as Exhibit B. Each Exhibit B shall be signed by Depositor prior to
         submission to DSI and shall be signed by DSI upon completion of the
         Deposit Material inspection.

         Depositor represents, warrants and covenants that it lawfully possesses
         all Deposit Material, can transfer the Deposit Material to DSI and has
         the authority to store the Deposit Material in accordance with the
         terms of this Escrow Agreement.

6.       Deposit Material Inspection. Upon receipt of an Exhibit B and Deposit
         Material, DSI shall be responsible only for reasonably matching the
         labeling of the materials to the item descriptions listed on the
         Exhibit B and validating the count of the materials to the quantity
         listed on the Exhibit B. DSI shall not be responsible for any other
         claims made by the Depositor on the Exhibit B. Acceptance shall occur
         when DSI reasonably concludes that the Deposit Material Inspection is
         complete. Upon acceptance, DSI shall sign the Exhibit B and assign it
         the next Exhibit B number. DSI shall issue a copy of the Exhibit B to
         Depositor and FDMS within ten (10) days after acceptance.

7.       Initial Deposit. The Initial Deposit shall consist of all material
         initially supplied by Depositor to DSI.

8.       Deposit Changes. Depositor shall update the Deposit Account with
         supplemental Deposit Material at least once every thirty (30) days, or
         at such other intervals as the parties may agree.

         Supplemental Deposit ("Supplemental") is Deposit Material which is to
         be added to the Deposit Account.



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         Replacement Deposit ("Replacement") is Deposit Material which will
         replace existing Deposit Material as identified by any one or more
         Exhibit B(s) in the Deposit Account. Replaced Deposit Material will be
         destroyed or returned to Depositor.

9.       Deposit. The existing deposit ("Deposit") means all Exhibit B(s) and
         their associated Deposit Material currently in DSI's possession.
         Destroyed or returned Deposit Material is not part of the Deposit;
         however, DSI shall keep records of the destruction or return of Deposit
         Material.

10.      Replacement Option. Within ten (10) days after receipt of Replacement
         from Depositor, DSI shall send a letter to FDMS stating that Depositor
         requests to replace existing Deposit Material, and DSI shall include a
         copy of the new Exhibit B(s) listing the new Deposit Material.

         FDMS has twenty (20) days from the receipt of such letter by DSI to
         instruct DSI to retain the existing Deposit Material held by DSI, and
         if so instructed, DSI shall change the Replacement to a Supplemental.
         Conversion to Supplemental may cause an additional storage unit fee as
         specified by DSI's Fee and Services Schedule.

         If FDMS does not instruct DSI to retain the existing Deposit Material,
         DSI shall permit such Deposit Material to be replaced with the
         Replacement. Within ten (10) days after acceptance of the Replacement
         by DSI, DSI shall issue a copy of the executed Exhibit B(s) to
         Depositor and FDMS. DSI shall either destroy or return to Depositor all
         Deposit Material replaced by the Replacement.

11.      Verification Rights. Depositor grants to FDMS the option to verify the
         Deposit for accuracy, completeness and sufficiency. Depositor agrees to
         permit DSI and at least one employee of FDMS to be present at
         Depositor's facility to verify, audit and inspect of the Deposit for
         the benefit of FDMS. If DSI is present or is selected to perform the
         verification, DSI shall be paid according to DSI's then current
         verification service hourly rates and any out of pocket expenses.

12.      Title to Media. Subject to the terms of this Escrow Agreement, title to
         the media, upon which the proprietary data is written or stored, is and
         shall be irrevocably vested in DSI. Notwithstanding the foregoing,
         Depositor shall retain ownership of the proprietary data contained on
         the media including all copyright, trade secret, patent or other
         intellectual property ownership rights subsisting in such proprietary
         data.

13.      Storage Unit. DSI shall store the Deposit in defined units of space,
         called storage units. The cost of the first storage unit will be
         included in the annual Deposit Account fee.

14.      Deposit Obligations of Confidentiality. DSI shall establish a locked
         receptacle in which it shall place the Deposit and shall put the
         receptacle under the administration of one or more of its officers,
         selected by DSI, whose identity shall be available to Depositor at all
         times. 



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         DSI shall exercise a professional level of care in carrying out the
         terms of this Escrow Agreement.

         DSI acknowledges Depositor's assertion that the Deposit shall contain
         proprietary data and that DSI has an obligation to preserve and protect
         the confidentiality of the Deposit.

         Except as provided for in this Escrow Agreement, DSI agrees that it
         shall not divulge, disclose, make available to third parties, or make
         any use whatsoever of the Deposit.

15.      Audit Rights. DSI agrees to keep records of the activities undertaken
         and materials prepared pursuant to this Escrow Agreement. DSI shall
         issue to Depositor and FDMS an annual report profiling the Deposit
         Account. Such annual report will identify the Depositor, FDMS, the
         current Designated Contacts, selected special services, and the Exhibit
         B history, which includes Deposit Material acceptance and destruction
         or return dates.

         Upon reasonable notice, during normal business hours and during the
         term of this Escrow Agreement, Depositor or FDMS shall be entitled to
         inspect the records of DSI pertaining to this Escrow Agreement, and
         accompanied by an employee of DSI, inspect the physical status and
         condition of the Deposit. The Deposit may not be changed during the
         audit.

16.      Expiration. If this Escrow Agreement is not renewed, or is otherwise
         terminated, all duties and obligations of DSI to Depositor and FDMS
         shall terminate, provided that DSI may extend the period of this Escrow
         Agreement to cover the processing of any outstanding instruction made
         during any period of this Escrow Agreement. If Depositor requests the
         return of the Deposit, DSI shall return the Deposit to Depositor only
         after any outstanding invoices and the Deposit return fee are paid. If
         the fees are not received by the Expiration Date of this Escrow
         Agreement, DSI, at its option, may destroy the Deposit.

17.      Certification by Depositor. Depositor represents and warrants to FDMS
         that:

         a.       The Deposit delivered to DSI consists of the following: source
                  code of the Company Materials deposited on computer magnetic
                  media; all necessary and available information, proprietary
                  information, and technical documentation which shall enable a
                  reasonably skilled programmer of FDMS to create, maintain
                  and/or enhance the proprietary technology without the aid of
                  Depositor or any other person or reference to any other
                  materials; maintenance tools (test programs and program
                  specifications); proprietary or third party system utilities
                  (compiler and assembler descriptions); description of the
                  system/program generation; descriptions and locations of
                  programs not owned by Depositor but required for use and/or
                  support; and names of key developers for the technology on
                  Depositor's staff.

         b.       The Deposit shall be defined in Exhibit B(s).

         These representations and warranties shall be deemed to be made
         continuously throughout the term of this Escrow Agreement.



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18.      Indemnification. Depositor and FDMS agree to defend and indemnify DSI
         and hold DSI harmless from and against any and all claims, actions and
         suits, whether in contract or in tort, and from and against any and all
         liabilities, losses, damages, costs, charges, penalties, counsel fees,
         and other expenses of any nature (including, without limitation,
         settlement costs) incurred by DSI as a result of performance of this
         Escrow Agreement except in the event of a judgment which specifies that
         DSI acted with gross negligence or willful misconduct.

19.      Filing for Release of Deposit by FDMS. Upon notice to DSI by FDMS of
         the occurrence of a release condition as defined in Section 21 and
         payment of the release request fee, DSI shall: (a) promptly notify
         Depositor by certified mail or commercial express mail service with a
         copy of the notice from FDMS; and (b) proceed with its obligations set
         forth in Section 22.

20.      Intentionally Left Blank.

21.      Release Conditions of Deposit to FDMS. Capitalized terms not otherwise
         defined in this Escrow Agreement shall have the meaning set forth in
         the Marketing Agreement (as the same may be amended from time to time).
         The following shall constitute a Release Condition: a termination of
         the Marketing Agreement pursuant to Section 12.4 thereof, permitting
         FDMS to exercise its rights under this Agreement pursuant to Section
         12.6.2 of the Marketing Agreement.

22.      Release of Deposit to FDMS. Upon DSI's receipt of notice from FDMS that
         a Release Condition has occurred ("Release Condition Notice"), DSI is
         authorized to and shall release the Deposit to FDMS, within five (5)
         business days after receipt of a Release Condition Notice, without
         Depositor's approval or permission, and regardless of any contrary
         instruction DSI may receive from Depositor, provided that FDMS pays all
         fees due to DSI including Deposit copying and delivery fees.

23.      Grant of Use License. Subject to the terms and conditions of this
         Escrow Agreement, Depositor hereby transfers and upon execution by DSI,
         DSI hereby accepts, a non-exclusive, irrevocable, perpetual, and
         royalty-free Use License which DSI shall transfer to FDMS upon
         controlled release of the Deposit as described in this Escrow
         Agreement. The Use License shall be for the sole purpose of continuing
         the benefits afforded to FDMS through any existing license,
         maintenance, or other agreement with Depositor, it being understood
         that if the Arbitration Panel (as defined in the Marketing Agreement)
         rules that no Release Condition shall have occurred: (i) FDMS shall
         promptly return to DSI the Deposit Materials and all copies thereof
         made by FDMS; and (ii) the license granted pursuant to this Section 23
         shall immediately terminate. After any such re-deposit, the terms and
         conditions of this Escrow Agreement shall remain in full force and
         effect.

24.      Use License Representation. Depositor represents and warrants to FDMS
         and DSI that it has no knowledge of any incumbrance or infringement of
         the Deposit, or that any claim has been made that the Deposit
         infringes, misappropriates, or violates any patent, trade secret,
         copyright or other proprietary right of any third party. Depositor
         represents and warrants that 



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         it has the full right, power, and ability to enter into and perform
         this Escrow Agreement, to grant the foregoing Use License, and to
         permit the Deposit to be placed with DSI.

25.      Miscellaneous Terms.

a. Further Assurances. Each party hereto agrees to cooperate with the other
party, at such other party's request and at such other party's expense, to
execute any and all documents or instruments, or to obtain any consents, in
order to assign, transfer, perfect, record, maintain, enforce or otherwise carry
out the intent of the terms of this Escrow Agreement.

b. Amendments. Except as otherwise expressly provided herein, the provisions of
this Escrow Agreement may be amended only by a writing signed by the parties
hereto.

c. Delays or Omissions. No delay or omission to exercise any right, power or
remedy accruing upon any breach or default of a party under this Escrow
Agreement shall impair any such right, power or remedy of any such holder nor
shall it be construed to be a waiver of any such breach or default, or an
acquiescence therein, or of any similar breach or default thereafter occurring;
nor shall any waiver of any single breach or default be deemed a waiver of any
other breach or default theretofore or thereafter occurring. Any waiver, permit,
consent or approval of any kind or character on the part of any such holder of
any provisions or conditions of this Escrow Agreement must be made in writing
and shall be effective only to the extent specifically set forth in such
writing. All remedies, under this Escrow Agreement shall be cumulative and not
alternative.

d. Governing Law. THE VALIDITY, MEANING AND EFFECT OF THIS AGREEMENT SHALL BE
DETERMINED IN ACCORDANCE WITH THE LAWS OF NEW YORK APPLICABLE TO CONTRACTS MADE
AND TO BE PERFORMED IN THAT STATE.

e. Successors and Assigns. Except as otherwise expressly provided herein, all
covenants and agreements contained in this Escrow Agreement by or on behalf of
any of the parties hereto will bind and inure to the benefit of the respective
successors and assigns of the parties hereto, whether so expressed or not.

f. Final Agreement. This Escrow Agreement, together with those documents which
are exhibits hereto, constitute the final agreement of the parties concerning
the matters referred to herein and therein, and supersedes all prior and
contemporaneous agreements and understandings.

g. Severability. Whenever possible, each provision of this Escrow Agreement will
be interpreted in such manner as to be effective and valid under applicable law,
but if any provision of this Escrow Agreement is held to be prohibited by or
invalid under applicable law, such provision will be ineffective only to the
extent of such prohibition or invalidity, without invalidating the remainder of
this Escrow Agreement.

h. Descriptive Heading. The descriptive headings of this Escrow Agreement are
inserted for convenience of reference only and do not constitute a part of this
Escrow Agreement.



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i. Independent Contractor. The relationship of the parties shall be solely that
of independent contractor and not that of a joint venture, partnership, or any
other joint relationship.

j. Dispute Resolution. In the event of a Dispute, the parties shall resolve the
same in accordance with the terms set forth in Exhibit 12.11 of the Marketing
Agreement.

26.      General. DSI may act in reliance upon any instruction, instrument, or
         signature believed to be genuine and may assume that any employee
         giving any written notice, request, advice or instruction in connection
         with or relating to this Escrow Agreement has apparent authority and
         has been duly authorized to do so. DSI may provide copies of this
         Escrow Agreement or account history information to any employee of
         Depositor or FDMS upon their request. For purposes of termination or
         replacement, Deposit Material shall be returned only to Depositor's
         Designated Contact, unless otherwise instructed by Depositor's
         Designated Contact.

         DSI is not responsible for failure to fulfill its obligations under
         this Escrow Agreement due to causes beyond DSI's reasonable control.

27.      Termination of Rights. The Use License as described above shall
         terminate in the event that this Escrow Agreement is terminated without
         the Use License transferring to FDMS.

28.      Fees. Fees are due upon receipt of signed contract, receipt of Deposit
         Material, or when service is requested, whichever is earliest. If
         invoiced fees are not paid within sixty (60) days after the date of the
         invoice, DSI may terminate this Escrow Agreement. If the payment is not
         timely received by DSI, DSI shall have the right to accrue and collect
         interest at the rate of one percent per month (12% per annum) from the
         date of the invoice for all late payments.

         Renewal fees shall be due in full upon the receipt of invoice unless
         otherwise specified by the invoice. If renewal fees are not received
         thirty (30) days prior to the Expiration Date, DSI shall so notify
         Depositor and FDMS. If the renewal fees are not received by the
         Expiration Date, DSI may terminate this Escrow Agreement without
         further notice and without liability of DSI to Depositor or FDMS.

         DSI shall not be required to process any request for service unless the
         payment for such request shall be made or provided for in a manner
         satisfactory to DSI.

         All service fees and renewal fees will be those specified in DSI's Fee
         and Services Schedule in effect at the time of renewal or request for
         service, except as otherwise agreed. For any increase in DSI's standard
         fees, DSI shall notify Depositor and FDMS at least ninety (90) days
         prior to the renewal of this Escrow Agreement. For any service not
         listed on the Fee and Services Schedule, DSI shall provide a quote
         prior to rendering such service.



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IMALL, INC.                                  FIRST DATA MANAGEMENT SERVICES
                                             CORPORATION


By:_______________________________           By:________________________________

Name:_____________________________           Name:______________________________

Title:____________________________           Title:_____________________________


DATA SECURITIES
  INTERNATIONAL, INC.

By:_______________________________

Name:_____________________________

Title:____________________________



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                                                                       EXHIBIT A
                               DESIGNATED CONTACT

                             Account Number: _______


NOTICES, DEPOSIT MATERIAL RETURNS AND COMMUNICATION, INCLUDING DELINQUENCIES TO
DEPOSITOR SHOULD BE ADDRESSED TO:

iMall, Inc.



Designated Contact:  President/Chief Executive Officer
Telephone:__________________________________
Facsimile:__________________________________
State of Incorporation:  Nevada

NOTICES AND COMMUNICATION, INCLUDING DELINQUENCIES TO FDMS
SHOULD BE ADDRESSED TO:

First Data Management Services Corporation



Designated Contact: Vice President, Technical Support
Services
Telephone:  (   )_____________________
Facsimile:  (   )_____________________


CONTRACTS, DEPOSIT MATERIAL AND NOTICES TO DSI SHOULD BE
ADDRESSED TO:

DSI
Attn:  Contract Administration
6165 Greenwich Drive
Suite 220
San Diego, CA  92122

Telephone:  (619) 457-5199
Facsimile:  (619) 457-4252

Date:  October 30, 1998

INVOICES TO DEPOSITOR SHOULD BE ADDRESSED TO:
                                                               
iMall, Inc.                                                    
                                                               
                                                               
                                                               
                                                               
Invoice Contact:____________________________

                                                               
                                                              
                                                               
                                                               
INVOICES TO FDMS SHOULD BE ADDRESSED TO:                       
                                                               
First Data Management Services Corporation                     
                                                               
                                                               
                                                               
Invoice Contact:____________________________
                                                               
                                                               
                                                              
                                                               
                                                               
                                                               
                                                               
INVOICE INQUIRIES AND FEE REMITTANCES TO DSI 
SHOULD BE ADDRESSED TO:
                                                               
DSI                                                            
Attn:  Accounts Receivable                                     
49 Stevenson Street                                            
Suite 550                                                      
San Francisco, CA  94105                                       
                                                               
Telephone:  (415) 541-9013                                     
Facsimile:  (415) 541-9424                                     



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                                                                       EXHIBIT B
                         DESCRIPTION OF DEPOSIT MATERIAL


Deposit Account Number:_________________________________________________________


Depositor Company Name:  iMall, Inc.

DEPOSIT TYPE:
__________ Initial       ___________ Supplemental        __________ Replacement

If Replacement:   ___________ Destroy Deposit     ___________ Return Deposit


ENVIRONMENT:
Host System CPU/OS:_____________________________________________________________

Version:________________________________________________________________________

Backup:_________________________________________________________________________

Source System CPU/OS:___________________________________________________________

Version:________________________________________________________________________

Compiler:_______________________________________________________________________

Special Instructions:___________________________________________________________


DEPOSIT MATERIAL:
Exhibit B Name:_________________________ Version:_______________________________


Item Label Description               Media                        Quantity








                                  
                                            For DSI, I received the above
For Depositor, I certify that the           described Deposit Material subject
above described Deposit Material            to the terms on the reverse side
was sent to DSI:                            of this Exhibit:


By:_______________________________          By:_________________________________

Print Name:_______________________          Print Name:_________________________

Date:_____________________________          Date of Acceptance:_________________

                                            ISE:___________ EXHIBIT B#:_________