Exhibit 10.2

                                ESCROW AGREEMENT

     ESCROW  AGREEMENT  ("Agreement"),  dated  as of July 14, 2006, by and among
SimplaGene  USA,  Inc.,  a  Nevada  corporation  ("SMPG"),  New  Colorado  Prime
Holdings,  Inc.,  a  Delaware  corporation  ("CPH"),  Craig  Laughlin (the "SMPG
                                              ---
Controlling  Stockholder"),  and Scott B. Mitchell, attorney at law (the "Escrow
Agent").  All  capitalized  terms used in this Agreement, not otherwise defined,
shall  have  the  same  meaning  ascribed  to  such  terms in the Reorganization
Agreement.

                                    RECITALS

     WHEREAS,  SMPG, CPH, and the SMPG Controlling Stockholder have entered into
the  Agreement  and  Plan  of  Reorganization,  dated  July  14,  2006  (the
"Reorganization  Agreement");  and

     WHEREAS,  Section  5(b)  of the Reorganization Agreement obligates the SMGP
Controlling Stockholder to indemnify and hold harmless CPH from Losses, with the
total  liability  limited  at  $160,000  (the  "Maximum  Liability");  and

     WHEREAS,  Section  5(b)  of  the Reorganization Agreement provides that the
SMPG  Controlling  Stockholder  will  deposit  in  escrow 900,000 shares of SMPG
common  stock  registered  in  the  name  of the SMPG Controlling Stockholder as
collateral  for  the obligation of the SMPG Controlling Stockholder to reimburse
SMPG  and  CPH  for  Losses incurred on claims subject to indemnification by the
SMPG  Controlling  Stockholder  under  the  Reorganization  Agreement;  and

     WHEREAS,  Escrow  Agent  is willing to act as an escrow agent in respect of
the  900,000  shares  (as adjusted for any reverse stock split, forward split or
share distribution, or other recapitalization) of SMPG Common Stock (the "Escrow
Shares")  and in respect of any cash deposited in escrow by the SMPG Controlling
Stockholder,  upon  the  terms  and  conditions  set  forth  herein.

                                    AGREEMENT

     NOW,  THEREFORE,  for  good  and  valuable  considerations, the receipt and
adequacy  of  which  are  hereby acknowledged by each of the parties hereto, the
parties  hereto  hereby  agree  as  follows:

     1.     Appointment  of  Escrow  Agent.  SMPG,  CPH and the SMPG Controlling
            ------------------------------
Stockholder  hereby  appoint the Escrow Agent as escrow agent in accordance with
the  terms  and  conditions set forth herein and the Escrow Agent hereby accepts
such  appointment.

     2.     Delivery  of  Escrow  Shares.  Simultaneously  with  the  Closing
            ----------------------------
contemplated  by  the Reorganization Agreement, the SMPG Controlling Stockholder
shall  deliver  to  the  Escrow  Agent one or more certificates representing the
Escrow  Shares  together with an equal number of duly executed irrevocable stock
powers.  The SMPG Controlling Stockholder shall provide additional duly executed
irrevocable stock powers upon the request of the Escrow Agent.  At the option of
the  SMPG  Controlling Stockholder, and in lieu of delivering the Escrow Shares,
the  SMPG  Controlling  Stockholder  may  deliver to the Escrow Agent cash in an
amount  equivalent  to the Maximum Liability.  In addition, the SMPG Controlling
Stockholder  may,  at  any time and from time to time, sell the Escrow Shares in
the  open market at their prevailing prices and replace those Escrow Shares with
all  of  the cash proceeds thereof; provided, however that the amount of cash in
escrow  need  not  exceed  the  Maximum  Liability.

     3.     Release  of  Escrow  Shares  and  Termination of Escrow.  The Escrow
            -------------------------------------------------------
Shares (or such part thereof that may be remaining in escrow after reimbursement
for  SMPG  and  CPH's  Loss  on  claims  subject  to indemnification by the SMPG
Controlling  Stockholder)  shall  be  delivered  by the Escrow Agent to the SMPG
Controlling  Stockholder  in  accordance  with  the  calculations  and  timeline
provided  in  this  Section  3.

     (a)     On  the  date that is six months following the Closing Date ("First
Release  Date"),  the  Escrow  Agent  shall  deliver  to  the  SMPG  Controlling
Stockholder such number of Escrow Shares, if any, so that the value on the First
Release  Date  of  the  Escrow Shares remaining in escrow and held by the Escrow
Agent plus the cash in escrow and held by the Escrow Agent is equal to $160,000.
The  value per share of the Escrow Shares shall equal the average of the closing
prices  for SMPG common stock in the Trading Market (as defined below) on the 60
consecutive  Trading  Days (as defined below) ending three Trading Days prior to
the  First  Release  Date.

     (b)     On  the  date that is 12 months following the Closing Date ("Second
Release  Date"),  the  Escrow  Agent  shall  deliver  to  the  SMPG  Controlling
Stockholder  such  number  of  Escrow  Shares,  if any, so that the value on the
Second  Release  Date  of  the Escrow Shares remaining in escrow and held by the
Escrow  Agent  plus  the cash in escrow and held by the Escrow Agent is equal to
$160,000.  The  value  per share of the Escrow Shares shall equal the average of
the  closing  prices  for  SMPG  common  stock  in  the Trading Market on the 60
consecutive  Trading  Days ending three Trading Days prior to the Second Release
Date.

(c)     On the date that is 18 months following the Closing Date ("Final Release
Date"),  the  Escrow Agent shall deliver to the SMPG Controlling Stockholder all
remaining Escrow Shares and cash; provided, however, that no such delivery shall
be  made  if  the  Escrow Agent has received on or before the Final Release Date
written  notice that SMPG and/or CPH is claiming reimbursement for Loss incurred
and such claim has not been resolved as of the Final Release Date, in which case
the  Final Release Date will be automatically extended to the date on which such
claim  is  resolved.

(d)     For  purposes  of  this  Agreement the term "Trading Day" means a day on
which the SMPG Common Stock is traded on a Trading Market, and the term "Trading
Market"  means the following markets or exchanges on which the SMPG Common Stock
is listed or quoted for trading on the date in question: OTC Bulletin Board, the
Nasdaq  Capital Market, the American Stock Exchange, the New York Stock Exchange
or  the  Nasdaq  National  Market.

(e)     Upon  distribution  of  all  of  the Escrow Shares and cash, as provided
above,  this  Agreement  will  terminate.

     4.     Claims  Procedure.
            -----------------

     (a)     In  the  event  SMPG  or  CPH  gives  written  notice  to  the SMPG
Controlling  Stockholder  of  any  claim  for  indemnification  under  the
Reorganization  Agreement,  it  will forward the same written notice of claim to
the  Escrow  Agent.

(b)     If  the written notice makes a claim for a stated dollar amount and does
not  involve  a  matter  in  dispute  with  a  third party, the SMPG Controlling
Stockholder will give written notice to SMPG, CPH and the Escrow Agent within 20
days  following  the  date of SMPG or CPH's notice of claim whether the claim is
accepted.

(c)     All  claims  for  indemnification  shall be paid by the SMPG Controlling
Stockholder  in  cash,  unless  SMPG  or CPH, in their sole discretion, agree to
accept  payment  of  such  claim  in  Escrow  Shares.

(d)     If the claim is accepted by the SMPG Controlling Stockholder, or if SMPG
and  CPH are otherwise entitled to payment from the SMPG Controlling Stockholder
pursuant to the final two sentences of this paragraph, and if SMPG or CPH demand
payment  of  the  claim in cash, the SMPG Controlling Stockholder may either (i)
directly  pay  the claim in cash or (ii) , subject to compliance with applicable
securities laws, direct the Escrow Agent to sell that number of Escrow Shares as
are  equal  in  value  to  the  claim and remit the cash to SMPG and/or CPH.  If
Escrow  Shares are accepted as payment for indemnification claims by SMPG and/or
CPH,  the  Escrow  Agent  will immediately deliver to SMPG for cancellation that
number  of  Escrow  Shares  equal  to the amount of the claim (the amount of all
claims not to exceed $160,000 in the aggregate).  The value of the Escrow Shares
shall  be  determined by the average of the closing prices for SMPG common stock
in the Trading Market on the 60 consecutive Trading Days ending the date written
notice  is  given  under Section 4(a), above, rounded to the nearest whole share
(the  "Reimbursement  Shares").  If  the  SMPG  Controlling Stockholder does not
accept  the claim, payment shall only be made to SMPG and/or CPH upon resolution
of  the  issue  by  written  agreement  of  SMPG,  CPH  and the SMPG Controlling
Stockholder  or  in accordance with the final decision or judgment of a trier of
fact  with  jurisdiction  over  the  matter in dispute.  If the SMPG Controlling
Stockholder  fails  to  give  written  notice as to whether it accepts SMPG's or
CPH's  claim  within 20 days following the date of SMPG's and/or CPH's notice of
claim,  then  the  SMPG Controlling Stockholder shall be deemed to have accepted
the  claim.

     (e)     If  the  written notice makes a claim for a dollar amount yet to be
determined  or involves a matter in dispute with a third party, the Escrow Agent
will  deliver  at  SMPG and/or CPH's election, cash or Escrow Shares to SMPG for
cancellation in accordance with Section 4(d), above, only upon resolution of the
issue  by written agreement of SMPG, CPH and the SMPG Controlling Stockholder or
in  accordance  with  the  final  decision  or  judgment of a trier of fact with
jurisdiction  over  the  matter  in  dispute.

(f)     In the event that the SMPG Controlling Stockholders fails to timely make
a  cash  payment,  then  SMPG  and/or CPH may elect to (i) have the Escrow Agent
deliver  Escrow  Shares  to  SMPG for cancellation, which Escrow Shares shall be
valued  for  purposes  of  indemnity  as if the election was originally made for
delivery  of  Escrow  Shares,  or  (ii)  subject  to  compliance with applicable
securities  laws,  direct the Escrow Agent to sell Escrow Shares and deliver the
proceeds  thereof  to SMPG and/or CPH, which proceeds will be treated as payment
of the indemnity obligation.  Subject to Section 6 of this Agreement, the amount
of  indemnity  paid  shall  not  exceed  the  Maximum  Liability.

     (g)     Upon  distribution  of  cash  and/or  Reimbursement  Shares to SMPG
and/or  CPH to reimburse $160,000 of Loss, in the aggregate, all indemnification
obligations  of  the  SMPG  Controlling  Stockholder  under  Section 5(b) of the
Reorganization Agreement will be discharged and performed in full, all remaining
Escrow  Shares  and  cash  shall be immediately delivered by Escrow Agent to the
SMPG  Controlling  Stockholder,  and  this  Agreement  will  terminate.

     5.     Limitation of Responsibility and Liability of the Escrow Agent.  The
            --------------------------------------------------------------
Escrow  Agent:

     (a)     Shall  be  authorized  to rely upon all written instructions and/or
communications  of  the  Parties  that  appear  to  be  valid  on  their  face;

(b)     Shall  have  no  implied  obligations or responsibilities hereunder, nor
shall  it  have  any  obligation  or responsibility to collect funds or seek the
deposit  of  money  or  property;

(c)     Acts hereunder as a depository only, and is not responsible or liable in
any manner whatsoever for the sufficiency, correctness, genuineness, or validity
of any instrument deposited with it, or with respect to the form or execution of
the  same,  or  the  identity,  authority,  or rights of any person executing or
depositing  the  same;  and

(d)     Shall be entitled to comply with any final award in arbitration or final
order,  judgment or decree of a court of competent jurisdiction, and/or with the
consistent  written  instructions  from  the  Parties.

     6.     Costs  and  Expenses.  The  fee  of  the Escrow Agent is $750, which
            --------------------
shall  be  paid  entirely  by  CPH.  The  fee  agreed  on  for services rendered
hereunder  is  intended  as full compensation for the Escrow Agent's services as
contemplated  by  this  Agreement;  however, in the event that the conditions of
this  Agreement are not fulfilled, the Escrow Agent renders any material service
not  contemplated  by this Agreement, there is any assignment of interest in the
subject matter of this Agreement, there is any material modification hereof, any
material controversy arises hereunder, or the Escrow Agent is made a party to or
justifiably  intervenes  in  any  litigation pertaining to this Agreement or the
subject matter hereof, the Escrow Agent shall be reasonably compensated for such
extraordinary  expenses, including reasonable attorneys' fees, occasioned by any
delay,  controversy,  litigation,  or  event  and  the  same  may be recoverable
one-half  from  SMPG  and  one-half  from  the  SMPG  Controlling  Stockholder.

     7.     Notices.  All  notices  and  communications  shall be deemed to have
            -------
been  duly given:  at the time delivered by hand, if personally delivered; three
days  after  be  being  deposited  in the mail, if sent with postage prepaid and
addressed  as  provided below; when transmission is verified, if telecopied; and
on  the  next  business  day, if timely delivered to an air courier guaranteeing
overnight  delivery;

If  to  SMPG  Controlling  Stockholder:

         Craig  Laughlin
         11900  Wayzata  Boulevard,  Suite  100
         Hopkins,  MN  55305
         Fax:  (952)  546-2529

If  to  SMPG  or  CPH:

         New  Colorado  Prime  Holdings,  Inc.
         Attn:  Paul  A.  Roman,  Chief  Executive  Officer
         500  Bi-County  Boulevard,  Suite  400
         Farmingdale,  NY  11735
         Fax:  (631)  694-8493

With  a  copy  to:

         Moomjian  &  Waite,  LLP
         Attn:  Gary  T.  Moomjian,  Esq.
         100  Jericho  Quadrangle,  Suite  225
         Jericho,  NY  11753
         Fax:  (516)  937-5050

If  to  Escrow  Agent:

         Scott  B.  Mitchell
         2469  East  7000  South,  Suite  204
         Salt  Lake  City,  UT  84121
         Fax:  (801)  942-7047

Any  party  may change its address by providing written notice of such change to
the  other  parties  hereto.

     8.     Resignation  by Escrow Agent.  Upon 30 days' prior written notice to
            ----------------------------
the Parties delivered or sent as required above, the Escrow Agent shall have the
right  to  resign  as escrow agent hereunder and to thereby terminate his duties
and  responsibilities  hereunder,  and  shall  thereupon  be released from these
instructions.  Upon  resignation  by  the  Escrow  Agent, the Escrow Agent shall
provide  the  Parties  with  sufficient information concerning the status of the
Escrow  to  enable  the parties to provide the same to a successor escrow agent.

     9.     Termination  of  Escrow  Agreement.  The  Escrow  Agent's
            ----------------------------------
responsibilities  thereunder shall terminate at such time as the cash and Escrow
            ---
Shares  shall  have  been  fully disbursed pursuant to the terms hereof, or upon
earlier  termination of this escrow arrangement pursuant to written instructions
executed  by  all.  Such  written  notice  of  earlier termination shall include
instruction  to  the  Escrow  Agent  for  the distribution of the Escrow Shares.

     10.     Entire Agreement.  This Agreement contains the entire understanding
             ----------------
by  and  among  the  parties  hereto;  there  are  no  promises,  agreements,
understandings,  representations  or warranties, other than as herein set forth.
No  change  or modification of this Agreement shall be valid or effective unless
the  same  is  in  writing  and  is  signed  by  all  of  the  parties  hereto.

     11.     Successors  and  Assigns.  This Agreement shall be binding upon and
             ------------------------
shall  inure  to  the  benefit  of  the  parties  hereto,  and  their respective
successors  and  assigns.

     12.     Investment  of  Cash.  If  at  any time the Escrow Agent is holding
             --------------------
cash under this Agreement in escrow, such cash shall be deposited in an interest
bearing  savings account at a federally registered financial institution that is
designated  as  an attorney trust or other segregated account not subject to any
claims  against the Escrow Agent, and all interest accruing on funds held in the
savings  account  shall  be  accumulated for the benefit of the SMPG Controlling
Stockholder  and  shall,  to  the  extent  not  used  to discharge any indemnity
obligation  of  the  SMPG  Controlling  Stockholder,  be  paid  over to the SMPG
Controlling  Stockholder  on  termination  of  this  Agreement.

<PAGE>
     IN  WITNESS  WHEREOF,  the  parties  hereto  have  executed  this Agreement
effective  in  all  respects  as of the date and year first hereinabove written.

SIMPLAGENE  USA,  INC.


By:__________________________
Name:________________________
Title:_______________________

NEW  COLORADO  PRIME  HOLDINGS,  INC.



By: /s/Paul  A.  Roman
    ------------------
     Paul  A.  Roman,  Chief  Executive  Officer

SMPG  CONTROLLING  STOCKHOLDER


/s/ Craig  Laughlin
-------------------
Craig  Laughlin

ESCROW  AGENT



/s/ Scott  B.  Mitchell
-----------------------
Scott  B.  Mitchell