Exhibit 10.1

                                ESCROW AGREEMENT

     This Escrow Agreement (this  "Agreement") is made and entered into this 2nd
day of May,  2000,  by and  between  Sunrise  Software  Systems,  Inc.,  a Texas
corporation  ("Issuer"),  and Charter Escrow Company, Inc., with offices at 3300
Oak Lawn Avenue,  Dallas,  Texas ("Escrow  Agent")  (Issuer and Escrow Agent may
hereinafter be referred to as a "Party" or the "Parties").

                                    Premises

     WHEREAS,  Issuer  is a Blank  Check  Company,  as that term is  defined  by
subsection  (a)(2) of Rule 419 ("Rule 419") under the Securities Act of 1933, as
amended (the "Act"),  intending to sell its common stock,  no par value ("Common
Stock"),  pursuant to a registration  statement on Form SB-2 ("Form SB-2") under
the Act with the Securities and Exchange Commission ("SEC");

     WHEREAS,  Issuer desires to utilize Escrow Agent's services under the terms
and conditions  herein  provided to satisfy the  restrictions  and  requirements
imposed on Issuer's offering by Rule 419.

                                    Agreement

     NOW,   THEREFORE,   based  on  the  foregoing   premises  and  for  and  in
consideration  of the mutual promises and covenants  hereinafter set forth,  the
Parties hereby agree as follows:

          A.   Appointment of Escrow Agent. In connection with Issuer's proposed
               offering  of shares of Common  Stock to be  conducted  after such
               shares are registered,  Issuer  appoints  Charter Escrow Company,
               Inc.  as  Escrow  Agent  in  connection  with  Issuer's  Rule 419
               offering. In connection with the Rule 419 offering:

               1.   The Escrow Agent shall receive and hold all shares of Common
                    Stock issued in connection with the offering pursuant to the
                    terms set forth in this  Agreement  and in  accordance  with
                    Rule 419;  deposit  the  gross  proceeds  from the  offering
                    promptly  into an escrow  account  maintained by an "insured
                    depository  institution,"  or into a separate  bank account;
                    and  maintain  in good  faith and in the  regular  course of
                    business   the  escrow   account   records  of  the  insured
                    depository institution,  or separate bank account, providing
                    that  the  funds  in the  escrow  account  are  held for the
                    benefit of the  purchasers and showing the name and interest
                    of each party to the account.


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               2.   The Escrow Agent shall receive compensation of:

                    a.   An  Establishment  Fee  equal of Five  Hundred  Dollars
                         ($500) upon execution of this Agreement;

                    b.   An  Administration  Fee equal to 1/4 of 1% of the total
                         amount of proceeds  deposited into the escrow  account,
                         which administration fee shall be payable in arrears on
                         an annual basis; and

                    c.   The  amounts on Exhibit A, Escrow  Agent's  Schedule of
                         Fees and Services, for corresponding activities.

          B.   Duties of Escrow Agent.

               1.   In connection  with the Rule 419 offering,  the Escrow Agent
                    shall:

                    a.   Receive and hold all shares of Common  Stock  issued in
                         connection with the offering  pursuant to the terms set
                         forth in this  Agreement  and in  accordance  with Rule
                         419; b.  Deposit the gross  proceeds  from the offering
                         promptly  into an  escrow  account  ("Escrow  Account")
                         maintained by an "insured  depository  institution," or
                         into a separate bank account; and

                    c.   Maintain  in good  faith and in the  regular  course of
                         business   Escrow   Account   records  of  the  insured
                         depository  institution,   or  separate  bank  account,
                         providing that the funds in the Escrow Account are held
                         for the benefit of the  purchasers and showing the name
                         and interest of each party to the account.

               2.   The Escrow Agent shall be responsible for  establishing  the
                    Escrow  Account into which the  securities  to be issued and
                    the  funds  to  be  received  in  connection  with  Issuer's
                    proposed  offering  shall be  deposited  and  held  until an
                    acquisition  meeting the  criteria  specified in Rule 419 is
                    completed.

               3.   The Escrow Agent is not  responsible  for any act or failure
                    to act on its part,  except  in the case of its own  willful
                    misconduct or gross  negligence.  The Escrow Agent shall not
                    be liable for any error of  judgment  or for any act done or
                    step taken or omitted in good  faith,  or for any mistake of
                    fact or law for  anything  which it may do or  refrain  from
                    doing in  connection  therewith,  except for its own willful
                    misconduct.

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               4.   The Escrow Agent is not a party to or bound by any agreement
                    pertaining to the transaction or any other agreement between
                    the Parties, expect this Agreement.

               5.   In the event of any disagreement  between the Parties or any
                    person  resulting in adverse claims or demands being made in
                    connection  with or for any of the  amount  in  escrow,  the
                    Escrow Agent shall be entitled,  at its option, to refuse to
                    comply  with  any  such  claim  or  demand  so  long as such
                    disagreement  shall  continue,   and  to  initiate  a  legal
                    proceeding,  including  but  not  limited  to  an  impleader
                    action,  to have the dispute  resolved.  Until resolution of
                    any such disagreement, Escrow Agent may refuse to deliver or
                    otherwise dispose of funds until:

                    a.   The rights of the adverse  claimant  have been  finally
                         adjudicated   in  the   court   assuming   and   having
                         jurisdiction  of the  Parties and the amount in escrow;
                         or

                    b.   The  differences  shall have been adjusted by agreement
                         among the  affected  Parties and the Escrow Agent shall
                         have been  notified  thereof in  writing  signed by the
                         interested Parties.

               6.   The  duties  of the  Escrow  Agent  hereunder  are  entirely
                    ministerial,   being  limited  to  receiving,  holding,  and
                    disbursing  the  amount in escrow as  provided  herein.  The
                    Escrow  Agent may rely upon and will be  protected in acting
                    upon any paper or other  document  which may be submitted to
                    it in  connection  with its  duties  hereunder  and which is
                    believed  by it to be genuine and to have been signed by the
                    proper party or parties or their representatives,  and shall
                    have no  liability  or  responsibility  with  respect to the
                    form, execution, or validity thereof.

          C.   Deposit and  Investment of Offering  Proceeds.  The proceeds from
               the Issuer's offering will be deposited as follows:

               1.   All  offering  proceeds,  after  deduction  of cash paid for
                    underwriting  commissions,   underwriting  expenses,  dealer
                    allowances,  and  amounts  permitted  to be  released to the
                    Issuer  pursuant  to Rule  419(b)(2)(vi)  and  Section  E(1)
                    herein, shall be deposited promptly into the Escrow Account.

               2.   Deposited  proceeds  shall only be invested in an obligation
                    that  constitutes  a  "deposit",  as that term is defined in
                    section 3(l) of the Federal Deposit Insurance Act.

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               3.   Interest or dividends  earned on the funds, if any, shall be
                    held in the Escrow Account until the funds are released.  If
                    funds held in the Escrow Account are released to a purchaser
                    of the securities,  the purchasers shall receive interest or
                    dividends  earned,  if any,  on such funds until the date of
                    release. If funds held in the Escrow Account are released to
                    the Issuer, interest or dividends earned on such funds up to
                    the date of release shall be released to the Issuer.

          D.   Deposit of Securities.

               1.   All  securities  issued  in  connection  with the  offering,
                    whether  or  not  for  cash  consideration,  and  any  other
                    securities issued with respect to such securities, including
                    securities  issued  with  respect  to  stock  splits,  stock
                    dividends,  or similar rights,  shall be deposited  directly
                    into the Escrow Account promptly upon issuance. The identity
                    of the purchaser of the securities  shall be included on the
                    stock  certificates  or  other  documents   evidencing  such
                    securities.

               2.   Securities  held in the  Escrow  Account  are to  remain  as
                    issued and  deposited and shall be held for the sole benefit
                    of the  purchasers,  who shall have voting  rights,  if any,
                    with respect to securities  held in their names, as provided
                    by applicable state law. No transfer or other disposition of
                    securities  held  in the  Escrow  Account  or  any  interest
                    related to such securities  shall be permitted other than by
                    will or the laws of descent and distribution, or pursuant to
                    a  qualified  domestic  relations  order as  defined  by the
                    Internal  Revenue Code of 1986 [26 U.S.C. 1 et seq.], or the
                    rules thereunder.

          E.   Distribution and Release of Deposited Securities and Funds.

               1.   Ten  percent  (10%)  of the  net  offering  proceeds  (after
                    deducting the maximum  finders'  fees and expenses  allowed)
                    shall be deducted from the funds held in the Escrow  Account
                    and be released to the Issuer prior to the consummation of a
                    business combination(s), as provided by Rule 419(b)(2)(vi).

               2.   The securities held in the Escrow Account shall be delivered
                    to the purchaser or other  registered  holder  identified on
                    the  deposited  securities  only at the same  time  as,  or,
                    after:

                    a.   The Escrow Agent has  received a signed  representation
                         from the Issuer  that the  requirements  of  paragraphs
                         (e)(1) and (e)(2) of Rule 419 have been met,  including
                         receipt by Issuer of Rule 419(e)(2)(iii)  confirmations
                         from investors of at least 75% of the proceeds  raised;
                         and

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                    b.   Consummation   of   an   acquisition(s)   meeting   the
                         requirements of paragraph (e)(2)(iii) of Rule 419.

          F.   Governing Law. This Agreement shall be governed by, enforced, and
               construed  under and in accordance  with the laws of the State of
               Texas. . The below  signatures by the authorized  representatives
               of the Issuer and Escrow Agent witness their respective agreement
               to act in accordance with the terms hereof.

         Issuer - Sunrise Software Systems, Inc.   Escrow Agent - Charter Escrow
                                                        Company, Inc.

         By: /s/ Bonita S. Clifton                      By: /s/ David Garner

         Bonita S. Clifton, President                   David Garner, President





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