EXHIBIT 10.8
                                                                    ------------

                                ESCROW AGREEMENT

         THIS ESCROW AGREEMENT (this "Agreement") is made and entered into as of
December 30, 2005 TREY RESOURCES, INC., a Delaware corporation (the "Company");
the Buyer(s) listed on the Securities Purchase Agreement, dated the date hereof
(also referred to as the "Investor(s)"), and DAVID GONZALEZ, ESQ., as Escrow
Agent hereunder (the "Escrow Agent").


                                   BACKGROUND

         WHEREAS, the Company and the Investor(s) have entered into a Securities
Purchase Agreement (the "Securities Purchase Agreement"), dated as of the date
hereof, pursuant to which the Company proposes to sell secured convertible
debentures (the "Convertible Debentures") which shall be convertible into the
Company's Class A Common Stock, par value $0.00001 per share (the "Common
Stock"), for a total purchase price of up to Two Million Three Hundred Fifty
Eight Thousand Thirty Six Dollars ($2,358,036). The Securities Purchase
Agreement provides that the Investor(s) shall deposit the purchase amount in a
segregated escrow account to be held by Escrow Agent in order to effectuate a
disbursement to the Company at a closing to be held as set forth in the
Securities Purchase Agreement (the "Closing").

         WHEREAS, the Company intends to sell Convertible Securities (the
"Offering").

         WHEREAS, Escrow Agent has agreed to accept, hold, and disburse the
funds deposited with it in accordance with the terms of this Agreement.

         WHEREAS, in order to establish the escrow of funds and to effect the
provisions of the Securities Purchase Agreement, the parties hereto have entered
into this Agreement.

         NOW THEREFORE, in consideration of the foregoing, it is hereby agreed
as follows:

         1. DEFINITIONS. The following terms shall have the following meanings
when used herein:

         a. "Escrow Funds" shall mean the funds deposited with Escrow Agent
pursuant to this Agreement.

         b. "Joint Written Direction" shall mean a written direction executed by
the Investor(s) and the Company directing Escrow Agent to disburse all or a
portion of the Escrow Funds or to take or refrain from taking any action
pursuant to this Agreement.

         c. "Escrow Period" shall begin with the commencement of the Offering
and shall terminate upon the earlier to occur of the following dates:

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                  (i) The date upon which Escrow Agent confirms that it has
received in the Escrow Account all of the proceeds of the sale of the
Convertible Debentures;

                  (ii) The expiration of twenty (20) days from the date of
commencement of the Offering (unless extended by mutual written agreement
between the Company and the Investor(s) with a copy of such extension to Escrow
Agent); or

                  (iii) The date upon which a determination is made by the
Company and the Investor(s) to terminate the Offering prior to the sale of all
the Convertible Debentures.

         During the Escrow Period, the Company and the Investor(s) are aware
that they are not entitled to any funds received into escrow and no amounts
deposited in the Escrow Account shall become the property of the Company or the
Investor(s) or any other entity, or be subject to the debts of the Company or
the Investor(s) or any other entity.

         2. APPOINTMENT OF AND ACCEPTANCE BY ESCROW AGENT. The Investor(s) and
the Company hereby appoint Escrow Agent to serve as Escrow Agent hereunder.
Escrow Agent hereby accepts such appointment and, upon receipt by wire transfer
of the Escrow Funds in accordance with Section 3 below, agrees to hold, invest
and disburse the Escrow Funds in accordance with this Agreement.

         a. The Company hereby acknowledges that the Escrow Agent is general
counsel to the Investor(s), a partner in the general partner of the Investor(s),
and counsel to the Investor(s) in connection with the transactions contemplated
and referred herein. The Company agrees that in the event of any dispute arising
in connection with this Escrow Agreement or otherwise in connection with any
transaction or agreement contemplated and referred herein, the Escrow Agent
shall be permitted to continue to represent the Investor(s) and the Company will
not seek to disqualify such counsel.

         3. CREATION OF ESCROW FUNDS. On or prior to the date of the
commencement of the Offering, the parties shall establish an escrow account with
the Escrow Agent, which escrow account shall be entitled as follows: Trey
Resources, Inc./Cornell Capital Partners, LP Escrow Account for the deposit of
the Escrow Funds. The Investor(s) will instruct subscribers to wire funds to the
account of the Escrow Agent as follows:

BANK:                            Wachovia, N.A. of New Jersey
ROUTING #:                       031201467
ACCOUNT #:                       2000014931134
NAME ON ACCOUNT:                 David Gonzalez Attorney Trust Account
NAME ON SUB-ACCOUNT:             Trey Resources, Inc./Cornell Capital Partners,
                                 LP Escrow Account

         4. DEPOSITS INTO THE ESCROW ACCOUNT. The Investor(s) agrees that they
shall promptly deliver funds for the payment of the Convertible Debentures to
Escrow Agent for deposit in the Escrow Account.

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         5. DISBURSEMENTS FROM THE ESCROW ACCOUNT.

         a. The Escrow Agent will continue to hold such funds until Cornell
Capital Partners, LP on behalf of the Investor(s) and Company execute a Joint
Written Direction directing the Escrow Agent to disburse the Escrow Funds
pursuant to Joint Written Direction signed by the Company and the Investor(s).
In disbursing such funds, Escrow Agent is authorized to rely upon such Joint
Written Direction from the Company and the Investor(s) and may accept any
signatory from the Company listed on the signature page to this Agreement and
any signature from the Investor(s) that the Escrow Agent already has on file.

         b. In the event Escrow Agent does not receive the amount of the Escrow
Funds from the Investor(s), Escrow Agent shall notify the Company and the
Investor(s). Upon receipt of payment instructions from the Company, Escrow Agent
shall refund to each subscriber without interest the amount received from each
Investor(s), without deduction, penalty, or expense to the subscriber. The
purchase money returned to each subscriber shall be free and clear of any and
all claims of the Company, the Investor(s) or any of their creditors.

         c. In the event Escrow Agent does receive the amount of the Escrow
Funds prior to expiration of the Escrow Period, in no event will the Escrow
Funds be released to the Company until such amount is received by Escrow Agent
in collected funds. For purposes of this Agreement, the term "collected funds"
shall mean all funds received by Escrow Agent which have cleared normal banking
channels and are in the form of cash.

         6. COLLECTION PROCEDURE. Escrow Agent is hereby authorized to deposit
the proceeds of each wire in the Escrow Account.

         7. SUSPENSION OF PERFORMANCE: DISBURSEMENT INTO COURT. If at any time,
there shall exist any dispute between the Company and the Investor(s) with
respect to holding or disposition of any portion of the Escrow Funds or any
other obligations of Escrow Agent hereunder, or if at any time Escrow Agent is
unable to determine, to Escrow Agent's sole satisfaction, the proper disposition
of any portion of the Escrow Funds or Escrow Agent's proper actions with respect
to its obligations hereunder, or if the parties have not within thirty (30) days
of the furnishing by Escrow Agent of a notice of resignation pursuant to Section
9 hereof, appointed a successor Escrow Agent to act hereunder, then Escrow Agent
may, in its sole discretion, take either or both of the following actions:

         a. suspend the performance of any of its obligations (including without
limitation any disbursement obligations) under this Escrow Agreement until such
dispute or uncertainty shall be resolved to the sole satisfaction of Escrow
Agent or until a successor Escrow Agent shall be appointed (as the case may be);
provided however, Escrow Agent shall continue to invest the Escrow Funds in
accordance with Section 8 hereof; and/or

         b. petition (by means of an interpleader action or any other
appropriate method) any court of competent jurisdiction in any venue convenient
to Escrow Agent, for instructions with respect to such dispute or uncertainty,
and to the extent required by law, pay into such court, for holding and
disposition in accordance with the instructions of such court, all funds held by
it in the Escrow Funds, after deduction and payment to Escrow Agent of all fees

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and expenses (including court costs and attorneys' fees) payable to, incurred
by, or expected to be incurred by Escrow Agent in connection with performance of
its duties and the exercise of its rights hereunder.

         c. Escrow Agent shall have no liability to the Company, the
Investor(s), or any person with respect to any such suspension of performance or
disbursement into court, specifically including any liability or claimed
liability that may arise, or be alleged to have arisen, out of or as a result of
any delay in the disbursement of funds held in the Escrow Funds or any delay in
with respect to any other action required or requested of Escrow Agent.

         8. INVESTMENT OF ESCROW FUNDS. Escrow Agent shall deposit the Escrow
Funds in a non-interest bearing account.

         If Escrow Agent has not received a Joint Written Direction at any time
that an investment decision must be made, Escrow Agent shall maintain the Escrow
Funds, or such portion thereof, as to which no Joint Written Direction has been
received, in a non-interest bearing account.

         9. RESIGNATION AND REMOVAL OF ESCROW AGENT. Escrow Agent may resign
from the performance of its duties hereunder at any time by giving thirty (30)
days' prior written notice to the parties or may be removed, with or without
cause, by the parties, acting jointly, by furnishing a Joint Written Direction
to Escrow Agent, at any time by the giving of ten (10) days' prior written
notice to Escrow Agent as provided herein below. Upon any such notice of
resignation or removal, the representatives of the Investor(s) and the Company
identified in Sections 13a.(iv) and 13b.(iv), below, jointly shall appoint a
successor Escrow Agent hereunder, which shall be a commercial bank, trust
company or other financial institution with a combined capital and surplus in
excess of $10,000,000.00. Upon the acceptance in writing of any appointment of
Escrow Agent hereunder by a successor Escrow Agent, such successor Escrow Agent
shall thereupon succeed to and become vested with all the rights, powers,
privileges and duties of the retiring Escrow Agent, and the retiring Escrow
Agent shall be discharged from its duties and obligations under this Escrow
Agreement, but shall not be discharged from any liability for actions taken as
Escrow Agent hereunder prior to such succession. After any retiring Escrow
Agent's resignation or removal, the provisions of this Escrow Agreement shall
inure to its benefit as to any actions taken or omitted to be taken by it while
it was Escrow Agent under this Escrow Agreement. The retiring Escrow Agent shall
transmit all records pertaining to the Escrow Funds and shall pay all funds held
by it in the Escrow Funds to the successor Escrow Agent, after making copies of
such records as the retiring Escrow Agent deems advisable and after deduction
and payment to the retiring Escrow Agent of all fees and expenses (including
court costs and attorneys' fees) payable to, incurred by, or expected to be
incurred by the retiring Escrow Agent in connection with the performance of its
duties and the exercise of its rights hereunder.

         10. LIABILITY OF ESCROW AGENT.

         a. Escrow Agent shall have no liability or obligation with respect to
the Escrow Funds except for Escrow Agent's willful misconduct or gross
negligence. Escrow Agent's sole responsibility shall be for the safekeeping,
investment, and disbursement of the Escrow Funds in accordance with the terms of
this Agreement. Escrow Agent shall have no

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implied duties or obligations and shall not be charged with knowledge or notice
or any fact or circumstance not specifically set forth herein. Escrow Agent may
rely upon any instrument, not only as to its due execution, validity and
effectiveness, but also as to the truth and accuracy of any information
contained herein, which Escrow Agent shall in good faith believe to be genuine,
to have been signed or presented by the person or parties purporting to sign the
same and conform to the provisions of this Agreement. In no event shall Escrow
Agent be liable for incidental, indirect, special, and consequential or punitive
damages. Escrow Agent shall not be obligated to take any legal action or
commence any proceeding in connection with the Escrow Funds, any account in
which Escrow Funds are deposited, this Agreement or the Purchase Agreement, or
to appear in, prosecute or defend any such legal action or proceeding. Escrow
Agent may consult legal counsel selected by it in any event of any dispute or
question as to construction of any of the provisions hereof or of any other
agreement or its duties hereunder, or relating to any dispute involving any
party hereto, and shall incur no liability and shall be fully indemnified from
any liability whatsoever in acting in accordance with the opinion or
instructions of such counsel. The Company and the Investor(s) jointly and
severally shall promptly pay, upon demand, the reasonable fees and expenses of
any such counsel.

         b. Escrow Agent is hereby authorized, in its sole discretion, to comply
with orders issued or process entered by any court with respect to the Escrow
Funds, without determination by Escrow Agent of such court's jurisdiction in the
matter. If any portion of the Escrow Funds is at any time attached, garnished or
levied upon under any court order, or in case the payment, assignment, transfer,
conveyance or delivery of any such property shall be stayed or enjoined by any
court order, or in any case any order judgment or decree shall be made or
entered by any court affecting such property or any part thereof, then and in
any such event, Escrow Agent is authorized, in its sole discretion, to rely upon
and comply with any such order, writ judgment or decree which it is advised by
legal counsel selected by it, binding upon it, without the need for appeal or
other action; and if Escrow Agent complies with any such order, writ, judgment
or decree, it shall not be liable to any of the parties hereto or to any other
person or entity by reason of such compliance even though such order, writ
judgment or decree may be subsequently reversed, modified, annulled, set aside
or vacated.

         11. INDEMNIFICATION OF ESCROW AGENT. From and at all times after the
date of this Agreement, the parties jointly and severally, shall, to the fullest
extent permitted by law and to the extent provided herein, indemnify and hold
harmless Escrow Agent and each director, officer, employee, attorney, agent and
affiliate of Escrow Agent (collectively, the "Indemnified Parties") against any
and all actions, claims (whether or not valid), losses, damages, liabilities,
costs and expenses of any kind or nature whatsoever (including without
limitation reasonable attorney's fees, costs and expenses) incurred by or
asserted against any of the Indemnified Parties from and after the date hereof,
whether direct, indirect or consequential, as a result of or arising from or in
any way relating to any claim, demand, suit, action, or proceeding (including
any inquiry or investigation) by any person, including without limitation the
parties to this Agreement, whether threatened or initiated, asserting a claim
for any legal or equitable remedy against any person under any statute or
regulation, including, but not limited to, any federal or state securities laws,
or under any common law or equitable cause or otherwise, arising from or in
connection with the negotiation, preparation, execution, performance or failure
of performance of this Agreement or any transaction contemplated herein, whether
or not any such Indemnified Party is a party to any such action or proceeding,
suit or the target of any such inquiry or

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investigation; provided, however, that no Indemnified Party shall have the right
to be indemnified hereunder for liability finally determined by a court of
competent jurisdiction, subject to no further appeal, to have resulted from the
gross negligence or willful misconduct of such Indemnified Party. If any such
action or claim shall be brought or asserted against any Indemnified Party, such
Indemnified Party shall promptly notify the Company and the Investor(s)
hereunder in writing, and the Investor(s) and the Company shall assume the
defense thereof, including the employment of counsel and the payment of all
expenses. Such Indemnified Party shall, in its sole discretion, have the right
to employ separate counsel (who may be selected by such Indemnified Party in its
sole discretion) in any such action and to participate and to participate in the
defense thereof, and the fees and expenses of such counsel shall be paid by such
Indemnified Party, except that the Investor(s) and/or the Company shall be
required to pay such fees and expense if (a) the Investor(s) or the Company
agree to pay such fees and expenses, or (b) the Investor(s) and/or the Company
shall fail to assume the defense of such action or proceeding or shall fail, in
the sole discretion of such Indemnified Party, to employ counsel reasonably
satisfactory to the Indemnified Party in any such action or proceeding, (c) the
Investor(s) and the Company are the plaintiff in any such action or proceeding
or (d) the named or potential parties to any such action or proceeding
(including any potentially impleaded parties) include both the Indemnified
Party, the Company and/or the Investor(s) and the Indemnified Party shall have
been advised by counsel that there may be one or more legal defenses available
to it which are different from or additional to those available to the Company
or the Investor(s). The Investor(s) and the Company shall be jointly and
severally liable to pay fees and expenses of counsel pursuant to the preceding
sentence, except that any obligation to pay under clause (a) shall apply only to
the party so agreeing. All such fees and expenses payable by the Company and/or
the Investor(s) pursuant to the foregoing sentence shall be paid from time to
time as incurred, both in advance of and after the final disposition of such
action or claim. The obligations of the parties under this section shall survive
any termination of this Agreement, and resignation or removal of the Escrow
Agent shall be independent of any obligation of Escrow Agent.

         The parties agree that neither payment by the Company or the
Investor(s) of any claim by Escrow Agent for indemnification hereunder shall
impair, limit, modify, or affect, as between the Investor(s) and the Company,
the respective rights and obligations of Investor(s), on the one hand, and the
Company, on the other hand.

         12. EXPENSES OF ESCROW AGENT. Except as set forth in Section 11 the
Company shall reimburse Escrow Agent for all of its reasonable out-of-pocket
expenses, including attorneys' fees, travel expenses, telephone and facsimile
transmission costs, postage (including express mail and overnight delivery
charges), copying charges and the like. All of the compensation and
reimbursement obligations set forth in this Section shall be payable by the
Company, upon demand by Escrow Agent. The obligations of the Company under this
Section shall survive any termination of this Agreement and the resignation or
removal of Escrow Agent.

         13. WARRANTIES.

         a. The Investor(s) makes the following representations and warranties
to Escrow Agent:

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                  (i) The Investor(s) has full power and authority to execute
and deliver this Agreement and to perform its obligations hereunder.

                  (ii) This Agreement has been duly approved by all necessary
action of the Investor(s), including any necessary approval of the limited
partner of the Investor(s) or necessary corporate approval, as applicable, has
been executed by duly authorized officers of the Investor(s), enforceable in
accordance with its terms.

                  (iii) The execution, delivery, and performance of the
Investor(s) of this Agreement will not violate, conflict with, or cause a
default under any agreement of limited partnership of Investor(s) or the
articles of incorporation or bylaws of the Investor(s) (as applicable), any
applicable law or regulation, any court order or administrative ruling or degree
to which the Investor(s) is a party or any of its property is subject, or any
agreement, contract, indenture, or other binding arrangement.

                  (iv) Mark Angelo has been duly appointed to act as the
representative of the Investor(s) hereunder and has full power and authority to
execute, deliver, and perform this Escrow Agreement, to execute and deliver any
Joint Written Direction, to amend, modify, or waive any provision of this
Agreement, and to take any and all other actions as the Investor(s)'s
representative under this Agreement, all without further consent or direction
form, or notice to, the Investor(s) or any other party.

                  (v) No party other than the parties hereto and the
Investor(s)s have, or shall have, any lien, claim or security interest in the
Escrow Funds or any part thereof. No financing statement under the Uniform
Commercial Code is on file in any jurisdiction claiming a security interest in
or describing (whether specifically or generally) the Escrow Funds or any part
thereof.

                  (vi) All of the representations and warranties of the
Investor(s) contained herein are true and complete as of the date hereof and
will be true and complete at the time of any disbursement from the Escrow Funds.

         b. The Company makes the following representations and warranties to
the Escrow Agent:

                  (i) The Company is a corporation duly organized, validly
existing, and in good standing under the laws of the State of Delaware and has
full power and authority to execute and deliver this Agreement and to perform
its obligations hereunder.

                  (ii) This Agreement has been duly approved by all necessary
corporate action of the Company, including any necessary shareholder approval,
has been executed by duly authorized officers of the Company, enforceable in
accordance with its terms.

                  (iii) The execution, delivery, and performance by the Company
of this Agreement is in accordance with the Securities Purchase Agreement and
will not violate, conflict with, or cause a default under the certificate of
incorporation or bylaws of the Company, any applicable law or regulation, any
court order or administrative ruling or decree to which the Company is a party
or any of its property is subject, or any agreement, contract, indenture, or

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other binding arrangement, including without limitation to the Securities
Purchase Agreement, to which the Company is a party.

                  (iv) Mark Meller has been duly appointed to act as the
representative of the Company hereunder and has full power and authority to
execute, deliver, and perform this Agreement, to execute and deliver any Joint
Written Direction, to amend, modify or waive any provision of this Agreement and
to take all other actions as the Company's Representative under this Agreement,
all without further consent or direction from, or notice to, the Company or any
other party.

                  (v) No party other than the parties hereto and the
Investor(s)s have, or shall have, any lien, claim or security interest in the
Escrow Funds or any part thereof. No financing statement under the Uniform
Commercial Code is on file in any jurisdiction claiming a security interest in
or describing (whether specifically or generally) the Escrow Funds or any part
thereof.

                  (vi) All of the representations and warranties of the Company
contained herein are true and complete as of the date hereof and will be true
and complete at the time of any disbursement from the Escrow Funds.

         14. CONSENT TO JURISDICTION AND VENUE. In the event that any party
hereto commences a lawsuit or other proceeding relating to or arising from this
Agreement, the parties hereto agree that the United States District Court for
the District of New Jersey shall have the sole and exclusive jurisdiction over
any such proceeding. If all such courts lack federal subject matter
jurisdiction, the parties agree that the Superior Court Division of New Jersey,
Chancery Division of Hudson County shall have sole and exclusive jurisdiction.
Any of these courts shall be proper venue for any such lawsuit or judicial
proceeding and the parties hereto waive any objection to such venue. The parties
hereto consent to and agree to submit to the jurisdiction of any of the courts
specified herein and agree to accept the service of process to vest personal
jurisdiction over them in any of these courts.

         15. NOTICE. All notices and other communications hereunder shall be in
writing and shall be deemed to have been validly served, given or delivered five
(5) days after deposit in the United States mails, by certified mail with return
receipt requested and postage prepaid, when delivered personally, one (1) day
delivered to any overnight courier, or when transmitted by facsimile
transmission and upon confirmation of receipt and addressed to the party to be
notified as follows:

         If to Investor(s), to:             Cornell Capital Partners, LP
                                            101 Hudson Street - Suite 3700
                                            Jersey City, NJ 07302
                                            Attention:  Mark Angelo
                                                        Portfolio Manager
                                            Telephone:  (201) 985-8300
                                            Facsimile:  (201) 985-8266

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         If to Escrow Agent, to:            David Gonzalez, Esq.
                                            101 Hudson Street - Suite 3700
                                            Jersey City, NJ 07302
                                            Telephone:  (201) 985-8300
                                            Facsimile:  (201) 985-8266

         If to the Company, to:             Trey Resources, Inc.
                                            5 Regent Street - Street
                                            Livingston, NJ 07039
                                            Attention:  Mark Meller
                                            Telephone:  (973) 758-6108
                                            Facsimile:  (973) 758-9449

         With a copy to:                    Meritz & Muenz LLP
                                            2021 O Street, NW
                                            Washington, DC 20036
                                            Telephone:  (202) 787-1964
                                            Facsimile:  (202) 787-3909
                                            Attention:  Lawrence A. Muenz, Esq.


Or to such other address as each party may designate for itself by like notice.

         16. AMENDMENTS OR WAIVER. This Agreement may be changed, waived,
discharged or terminated only by a writing signed by the parties hereto. No
delay or omission by any party in exercising any right with respect hereto shall
operate as waiver. A waiver on any one occasion shall not be construed as a bar
to, or waiver of, any right or remedy on any future occasion.

         17. SEVERABILITY. To the extent any provision of this Agreement is
prohibited by or invalid under applicable law, such provision shall be
ineffective to the extent of such prohibition, or invalidity, without
invalidating the remainder of such provision or the remaining provisions of this
Agreement.

         18. GOVERNING LAW. This Agreement shall be construed and interpreted in
accordance with the internal laws of the State of New Jersey without giving
effect to the conflict of laws principles thereof.

         19. ENTIRE AGREEMENT. This Agreement constitutes the entire Agreement
between the parties relating to the holding, investment, and disbursement of the
Escrow Funds and sets forth in their entirety the obligations and duties of the
Escrow Agent with respect to the Escrow Funds.

         20. BINDING EFFECT. All of the terms of this Agreement, as amended from
time to time, shall be binding upon, inure to the benefit of and be enforceable
by the respective heirs, successors and assigns of the Investor(s), the Company,
or the Escrow Agent.

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         21. EXECUTION OF COUNTERPARTS. This Agreement and any Joint Written
Direction may be executed in counter parts, which when so executed shall
constitute one and same agreement or direction.

         22. TERMINATION. Upon the first to occur of the disbursement of all
amounts in the Escrow Funds pursuant to Joint Written Directions or the
disbursement of all amounts in the Escrow Funds into court pursuant to Section 7
hereof, this Agreement shall terminate and Escrow Agent shall have no further
obligation or liability whatsoever with respect to this Agreement or the Escrow
Funds.

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         IN WITNESS WHEREOF the parties have hereunto set their hands and seals
the day and year above set forth.

                                             TREY RESOURCES, INC.

                                             By: _______________________
                                             Name:    Mark Meller
                                             Title:   President & CEO



                                             CORNELL CAPITAL PARTNERS, LP

                                             BY:      YORKVILLE ADVISORS, LLC
                                             ITS:     GENERAL PARTNER

                                             By: _______________________
                                             Name:    Mark Angelo
                                             Title:   Portfolio Manager




                                             By: _______________________
                                             Name:    David Gonzalez, Esq.













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