ESCROW AGREEMENT

Schedule C to Shareholders Agreement

Between:

                                JAMES N. RODGERS
                            of the City of Vancouver,
                          Province of British Columbia,
                                     Canada
                     (hereinafter referred to as "Rodgers")

                                                              OF THE FIRST PART,

And

                                 EDWIN W. AUSTIN
                             of the City of Toronto,
                              Province of Ontario,
                                     Canada
                      (hereinafter referred to as "Austin")

                                                             OF THE SECOND PART,
And

                                JOHN J. PRITCHARD

                  of the City of Toronto, Province of Ontario,
                                     Canada
                    (hereinafter referred to as "Pritchard")

                                                              OF THE THIRD PART,
And

                               JASON 14. FIGUEROA

                  of the City of Toronto, Province of Ontario,
                                     Canada
                     (hereinafter referred to as "Figueroa")

                                                             OF THE FOURTH PART,


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And

                              MENTOR ON CALL, INC.
             A corporation existing under the laws of Nevada, U.S.A.
                      (hereinafter referred to as "Mentor")

                                                              OF THE FIFTH PART,


And

                          MENTOR OF CALLHOLDINGS, INC.
                  An I. .B.C. under the laws of Barbados, W.I.
             (hereinafter referred to as "Holdings or Corporation")

                                                              OF THE SIXTH PART.

And

                          ___________TRUST CORPORATION
            A corporation incorporated pursuant to the laws of Canada
                    (hereinafter referred to as "Depositary")

                                                             OF THE SEVENTH PART



                                    RECITALS

         WHEREAS THE AUTHORIZED CAPITAL OF MENTOR CONSISTS OF 100,000,000 COMMON
SHARES OF which 4,500,000 free trading common shares are issued and outstanding;

         AND  WHEREAS  HOLDINGS  WILL  BE  THE  REGISTERED  OWNER  OF  9,350,000
RESTRICTED SHARES;

         AND WHEREAS RODGERS,  AUSTIN,  PRITCHARD AND FIGUEROA (OR NOMINEES) own
in equal amounts as the registered  and beneficial  owners all of the issued and
outstanding and authorized shares of Holdings;

         AND WHEREAS RODGERS, AUSTIN,  PRITCHARD,  FIGUEROA, MENTOR AND HOLDINGS
WISH TO deposit  these shares in escrow with a suitable  Trust Company in Canada
who will  attorn  to the  provisions  of this  Agreement  which is  attached  as
Schedule  C to a  Shareholders  Agreement  amongst  the same six parts  outlined
herein, in respect of other matters set forth in this Agreement;

         NOW THEREFORE THIS AGREEMENT WITNESSES THAT IN CONSIDERATION OF THE
respective  covenants  and  agreements of the parties  contained  herein and for
other good and valuable  consideration (the receipt and sufficiency of which are
hereby acknowledged by each of the parties) it is hereby agreed as follows:

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1.       DEFINIT1ONS

         In  this   Agreement,   unless   there  is  something  in  the  context
inconsistent therewith,  terms used herein and not defined herein shall have the
meanings respectively ascribed to them in the Unanimous Shareholder Agreement.

2.       SHARES TO BE DEPOSITED WITH THE DEPOSITARY

         All share  certificates  representing  Shares shall be delivered to the
Depositary  and shall be held by the  Depositary  to be dealt with in accordance
with the terms  hereof and in  accordance  with the relevant  provisions  of the
Unanimous Shareholder Agreement.

3.       ISSUANCE OF DEPOSIT RECEIPTS

         The  Depositary  will  issue  in  the  name  of  and  deliver  to  each
Shareholder  who deposits  with the  Depositary a  certificate  or  certificates
representing  Shares a receipt  (the  "Deposit  Receipt") in a valid and legally
binding form.

4.       TRANSFER OF SHARES

         Deposit Receipts shall not be transferrable. In the event of a transfer
of Shares that has been made in accordance  with the provisions of the Unanimous
Shareholder Agreement, upon delivery to the Depositary of:

         (a) the relevant Deposit Receipt; and

         (b) written  evidence  satisfactory to the Depositary that the transfer
of Shares  has been made in  accordance  with the  provisions  of the  Unanimous
Shareholder Agreement,

the certificate  representing such Shares shall be returned by the Depositary to
the relevant Company for cancellation and the relevant Company shall cancel such
Share  certificate  and  issue  in  the  name  of  the  transferee  a new  Share
certificate  evidencing the transferred Shares, which Share certificate shall be
delivered by such Company to the Depositary to be dealt with in accordance  with
the  terms  of this  Agreement  and the  relevant  provisions  of the  Unanimous
Shareholder  Agreement.  Upon  receipt  by the  Depositary  of  such  new  Share
certificate,  it shall  issue in the name of and  deliver to such  transferee  a
Deposit  Receipt  evidencing  such  transferee's  rights to the deposited  Share
certificate,   subject  to  the  terms  of  this  Agreement  and  the  Unanimous
Shareholder Agreement.

 5.      REGISTER OF HOLDERS OF DEPOSIT RECEIPTS

         The  Depositary  shall at all times treat and consider  the  registered
holder of a Deposit Receipt

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on the books of the  Depositary  as the holder  thereof  for all  purposes.  The
Depositary  shall keep at its principal office in the City of Toronto a register
of the names and addresses of the holders of all Deposit Receipts issued.

         The Depositary  shall at all times ensure that the aggregate  number of
Shares of any Company  represented by Share certificates held by it hereunder is
equivalent to the aggregate number of Shares of such Company  represented by the
outstanding  Deposit  Receipts with respect to Shares of such Company  issued by
the Depositary.

6.       RIGHT TO RECEIVE SHARES

         On the termination of the Unanimous Shareholder Agreement, each Deposit
Receipt  shall  entitle  the  registered  holder  thereof,   or  his  executors,
administrators,  legal personal  representatives or successors,  or his or their
attorney  duly  appointed  by an  instrument  in writing  in form and  execution
satisfactory to the Depositary,  as the case maybe, to certificates representing
the number of Shares  represented  thereby on surrender of such Deposit Receipt,
duly endorsed with  signature  guaranteed by a Canadian  chartered  bank, at the
principal office of the Depositary in the City of Toronto.

7.       RELEASE OF SHARES AND PROCEEDS OF SALE

         Each party agrees that, except as otherwise  expressly provided herein,
the  Shares  represented  by  certificates  deposited  with  the  Depositary  in
accordance with the terms hereof shall not be released by the Depositary  except
on termination of the Unanimous  Shareholder  Agreement and that each such party
will not request nor be entitled to the release of  certificates  except on such
basis.

         However, by Unanimous Instruction of All Shareholders, in writing, (the
"Instructions")with  signatures  guaranteed by a Canadian  chartered  bank,  the
Preference  Rights after  conversion  to Common Shares of Mentor may be sold, in
amounts and at prices, as directed in writing by said Instructions with proceeds
of sale  deposited in the account of  Holdings,  with  banking  co-ordinates  as
directed by the Instructions.

8.       ACCEPTANCE OF TRUSTS

         The  Depositary  hereby accepts the trust imposed upon it hereunder and
acknowledges, declares and confirms that:

         (a) it will hold the  certificates  representing  Shares subject to the
provisions hereof;

         (b) it does not and will not have any beneficial interest in the Shares
in respect of which  certificates  have been  delivered  to it  pursuant to this
Agreement; and

         (c)  beneficial  ownership  of the Shares of each Company and all other
rights of

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ownership  with  respect  thereto  shall  remain with the  Shareholders  of such
Company.

9.       COMPENSATION

         The  Depositary   shall  be  reimbursed  by  the  Corporation  for  its
reasonable  disbursements  incurred in carrying out its  obligations  under this
Agreement  and,  in  addition,  shall be paid a fee by the  Corporation  in such
amount  as may be  agreed  upon  from  time to time  by the  Depositary  and the
Corporation. The Depositary shall be entitled from time to time to consult legal
counsel in connection with its obligations hereunder and the Depositary shall be
entitled to be reimbursed by the  Corporation  for the reasonable  disbursements
incurred and reasonable fees charged by such counsel.

 10.     INDEMNITY

         Except as hereinafter provided, the Corporation agrees to indemnify and
save the  Depositary  harmless  from and against  any and all  claims,  demands,
actions,  causes of action and liabilities that may be made or commenced against
or incurred by the Depositary  and that arise  directly from the  performance of
its obligations  hereunder  (except such as arise from negligence or a breach of
any duty of the  Depositary).  The indemnity  provided in this section shall not
apply unless:

         (a) as soon as is practicable  after the Depositary has received notice
of any such claim, demand, action, cause of action or liability,  the Depositary
gives notice  thereof to each of the persons who is registered at that time as a
holder  of  Deposit  Receipts  of the  register  maintained  by  the  Depositary
hereunder;

         (b) the Depositary authorizes the Corporation to settle,  compromise or
defend  such  claim,  demand,  action,  cause  of  action  or  liability  as the
Corporation,   in  its  sole  discretion,   considers   advisable   without  any
interference or prejudicial action by the Depositary; and

         (c) in connection with any such settlement,  compromise or defense, the
Depositary cooperates fully with the Corporation.

         The  Depositary  shall be deemed to have  received  notice of a demand,
claim or  proceeding  when  the  Manager,  Corporate  Trust  Department,  of the
Depositary is notified thereof.

11.      DEPOSITARY' S RESIGNATION OR REMOVAL

         The  Depositary  may resign and discharge  itself from the  obligations
assumed by it  hereunder by giving three  months'  notice in writing  thereof to
each of the  persons  who is  registered  at that  time as a holder  of  Deposit
Receipts on the  register  maintained  by the  Depositary  hereunder.  Mentor or
Holdings may remove the Depositary from its position as Depositary  hereunder by
giving to the Depositary  notice in writing to that effect signed by each of the
persons  who is  registered  at that time as a holder of Deposit  Receipt on the
register maintained by the Depositary hereunder, such

<PAGE>

removal to be effective upon the latest of

         (A) THE DAY THE NOTICE IS GIVEN;

         (b) if so specified in the notice, the date of the appointment of a new
depositary hereunder; and

         (c) any other date specified in the notice.

         The  Depositary  hereby agrees to execute all such  transfers and other
documents  and to do all  such  other  acts  and  things  as may  reasonably  be
requested by the  Corporation  in order that a new depositary may be substituted
hereunder  for  the  Depositary.   Upon  a  new  depositary  acceptable  to  the
Corporation  executing  and  delivering  a  counterpart  of this  Agreement,  or
otherwise  agreeing to be bound by the  provisions  hereof;  such new depositary
shall be deemed to be the Depositary for all purposes of this Agreement.

12.      PROTECTION OF DEPOSITARY

         By way of supplement to the provisions of law or of any statute for the
time being in effect, it is agreed that:

         (a) the Depositary shall not incur any liability nor  responsibility by
reason of any  error of law or  mistake  of fact or by  reason of any  matter or
thing done or omitted to be done under or in relation to this  Agreement  unless
such error, mistake, matter or thing constitutes or arises from negligence, lack
of good  faith or wilful  or  wrongful  neglect  or  default  on the part of the
Depositary; and

         (b) the  Depositary  may act in good faith on the  opinion or advice of
any lawyer,  broker or other  expert and shall not be  responsible  for any loss
occasioned  by so acting,  and shall incur no  liability or  responsibility  for
deciding in good faith not to act upon any such opinion or advice.

13.      CHANGE OF DEPOSITED SECURITIIE S

         The parties hereto agree that the provisions of this Agreement relating
to the deposited certificates representing Shares shall apply, mutatis mutandis,
to any certificates or other instruments  representing shares or securities into
which  such  Shares  may  be  converted,   changed,   reclassified,   redivided,
redesignated,  subdivided or  consolidated,  or representing any shares or other
securities that are received by the registered  holder of such Shares as a stock
dividend or distribution  payable in shares or other  securities or representing
any  shares or other  securities  of any  successor  or  continuing  Company  or
corporation  that may be received by the  registered  holder of such Shares on a
reorganization, amalgamation, consolidation or merger, statutory or otherwise.

14.      AMENDMENTS

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         This  Agreement  may not be amended  except with the approval of all of
the parties hereto from time to time, signified in writing.

 15.     COUNTERPARTS AND FACSIMILE

         This Agreement may be executed in several  counterparts,  each of which
when executed by any of the parties shall be deemed to be an original,  and such
counterparts shall together constitute one and the same instrument.

16. GOVERNING LAW

         THIS AGREEMENT  SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE  WITH THE
LAWS OF THE PROVINCE OF ONTARIO,  AND EACH PARTY HEREBY  IRREVOCABLY  ATTORNS TO
THE JURISDICTION OF THE COURTS OF SUCH Province.

17. HEADINGS, SEVERABILITY, SUCCESSORS, NOTICE, NUMBER AND GENDER

         AS DEFINED IN THE SHAREHOLDERS AGREEMENT TO WHICH THIS ESCROW AGREEMENT
IS ATTACHED AS Schedule C.

IN WITNESS  WHEREOF THIS  AGREEMENT HAS BEEN EXECUTED BY THE PARTIES ON THE 18TH
DAY OF JANUARY, 2000.

SIGNED, SEALED AND DELIVERED
BY:

JAMES N. RODGER                                   EDWIN W. AUSTIN

JOH J. PRITCHARD                                  JASON 14. FIGUEROA

<PAGE>


THE CORPORATE SEAL OF MENTOR INTERNET, INC.
was attached and signed by a duly authorized officer of same:

                                                    C/S

THE CORPORATE SEAL OF MENTOR HOLDINGS, INC.
was attached and signed by a duly authorized officer of same:

                                                    C/S

THE CORPORATE SEAL OF

TRUST COMPANY WAS ATTACHED
and duly signed by a duly authorized officer of same:


                                                     C/S