Exhibit 10.1

                                ESCROW AGREEMENT

     This Escrow Agreement (this  "Agreement") is made and entered into this 7th
day of  June  2000,  by and  between  C.A.T.-N-K.,  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:

o        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:

          (a)  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.

          (b)  The Escrow Agent shall receive compensation of:

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


                                       40


<PAGE>



               (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.

          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:

                                                        41


<PAGE>



               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.

         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.

E.       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

                                       42


<PAGE>



                  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.

F.       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

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

G.   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 - C.A.T.-N-K., Inc.           Escrow Agent - Charter Escrow Company, Inc.

         /s/ Calvin K. Mees                     /s/ David Garner
By: _________________________        By: ______________________________
Calvin K. Mees, President                       David Garner, President

                                       43