<PAGE>   1
                                                                     EXHIBIT 4.2

                                ESCROW AGREEMENT

           This Escrow Agreement ("Agreement") is made and entered into as of
May 8, 2001 and among BRAINWORKS VENTURES, INC., a Nevada corporation
("PURCHASER"), FIRST UNION NATIONAL BANK, a National Banking Association (the
"Escrow Agent"), and KIRK K. REISS (the "Stockholders' Agent") for and on behalf
of the Warranting Stockholders, as that term is defined in that certain
Agreement and Plan of Merger dated as of May 8 2001 (the "Merger Agreement") by
and among PURCHASER, EVP Acquisition Corporation, a Georgia corporation and a
wholly-owned subsidiary of PURCHASER ("MERGER SUB"), Executive Venture Partners,
Ltd., a Massachusetts corporation ("TARGET"), and the stockholders of TARGET.

                              W I T N E S S E T H:

           WHEREAS, pursuant to the Merger Agreement whereby TARGET will be
merged with and into MERGER SUB (the "Merger"), PURCHASER will issue to the
Warranting Stockholders shares of PURCHASER Common Stock; and

           WHEREAS, pursuant to Article IX of the Merger Agreement, which is
incorporated herein by reference and a copy of which is attached hereto as Annex
A, the Warranting Stockholders have agreed to make available to PURCHASER and
certain of its affiliates an escrow fund to compensate such parties for certain
damages incurred as permitted therein.

           NOW, THEREFORE, in consideration of the foregoing premises and the
mutual obligations herein, the parties agree as follows:

           1. DEFINITIONS. All capitalized terms used herein without definitions
shall have the meanings specified in the Merger Agreement.

           2. ESCROW ARRANGEMENTS. Except as otherwise expressly set forth
herein, all matters pertaining to the Escrow, the Escrow Fund and the Escrow
Shares (each as hereinafter defined) shall be governed by the provisions of
Article IX of the Merger Agreement; provided, however, that if any express
provision of this Agreement conflicts with the provisions of Article IX of the
Merger Agreement, the provisions of Article IX of the Merger Agreement shall
control.

           3. ESTABLISHMENT OF ESCROW. Within ten (10) business days of Closing,
PURCHASER shall cause its transfer agent to deliver to the Escrow Agent for
deposit into escrow (the "Escrow Fund") a certificate representing that certain
number of shares of PURCHASER Common Stock comprising the Stock Consideration
that each Warranting Stockholder is entitled to receive in the amount set forth
on Annex B attached hereto (the "Escrow Shares") as required by Section 3.01 of
the Merger Agreement. The Escrow Agent agrees to establish the Escrow Fund in
the manner set forth in Section 9.01 of the Merger Agreement.
<PAGE>   2
           4. MAINTENANCE OF THE ESCROW. The Escrow Agent shall establish a
separate account for each Warranting Stockholder showing the number of Escrow
Shares held in the Escrow for such Warranting Stockholder on the basis of the
provisions of the Merger Agreement and Annex B. The Escrow Agent shall maintain
records showing each Warranting Stockholder's Proportional Allotment of the
Escrow Fund and shall adjust each Warranting Stockholder's account to reflect
distributions from, and additions or substitutions to, the property held for the
account of such Warranting Stockholder in the Escrow. The Escrow Agent is hereby
granted the power to effect any transfer of Escrow Shares required by this
Agreement. PURCHASER shall cooperate with the Escrow Agent in promptly issuing,
or causing its transfer agent to promptly issue, such stock certificates as
shall be required to effect such transfers. All Escrow Shares held in the Escrow
Fund shall be registered in the name of the Escrow Agent or its nominee on
behalf of the Warranting Stockholders in the respective amounts set forth on
Annex B.

           5. ADMINISTRATION OF ESCROW FUND. The Escrow Agent shall administer
the Escrow Fund as set forth in Article IX of the Merger Agreement.

           6. TERM OF ESCROW AGREEMENT. This Agreement shall terminate upon the
termination of the Escrow Period, as set forth in Section 9.03 of the Merger
Agreement, and the distribution by the Escrow Agent of all property held in the
Escrow Fund.

           7. FEES OF THE ESCROW AGENT. The fees of the Escrow Agent, including
(i) the normal costs of administering the Escrow as set forth on the Fee
Schedule attached hereto as Annex C and (ii) all fees and costs associated with
the Escrow Agent's administration of Claims, shall be paid by PURCHASER and not
out of the Escrow Fund. In the event that the Escrow Agent renders any service
hereunder not provided for herein or there is any assignment of any interest in
the subject matter of the Escrow or modification hereof, the Escrow Agent shall
be reasonably compensated for such extraordinary services by the party that is
responsible for or requests such services and not out of the Escrow Fund.

           8. LIABILITY OF THE ESCROW AGENT. In performing any of its duties
under this Agreement, the Escrow Agent shall not be liable to any party for
damages, losses or expenses, except in the event of gross negligence or willful
misconduct on the part of the Escrow Agent. The Escrow Agent shall not incur any
such liability for (i) any act or failure to act made or omitted in good faith
or (ii) any action taken or omitted in reliance upon any instrument, including
any written statement or affidavit provided for in this Agreement that the
Escrow Agent shall in good faith believe to be genuine; nor will the Escrow
Agent be liable or responsible for forgeries, fraud, impersonations or
determining the scope of any agent's authority. In addition, the Escrow Agent,
at the expense of PURCHASER, may consult with legal counsel in connection with
its duties under this Agreement and shall be fully protected in any act taken,
suffered or permitted by it in good faith in accordance with the advice of
counsel. The Escrow Agent is not responsible for determining and verifying the
authority of any person acting or purporting to act on behalf of any party to
this Agreement.

           9. CONTROVERSIES. If any controversy arises between the parties to
this Agreement, or with any other party, concerning the subject matter of the
Escrow, its terms or conditions, the Escrow Agent will not be required to
determine the controversy or to take any action regarding it. The Escrow Agent
may hold all documents and funds and may wait for settlement of any such
controversy by final appropriate legal proceedings or other means as, in the
Escrow Agent's


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<PAGE>   3
discretion, it may require, despite what may be set forth elsewhere in this
Agreement. In such event, the Escrow Agent will not be liable for interest or
damage. Furthermore, the Escrow Agent may at its option, file an action of
interpleader requiring the parties to answer and litigate any claims and rights
among themselves. The Escrow Agent is authorized to deposit with the clerk of
the court all documents and funds held in the Escrow, except all costs,
expenses, charges and reasonable attorneys' fees incurred by it due to the
interpleader action and which the parties jointly and severally agree to pay.
Upon initiating such action, the Escrow Agent shall be fully released and
discharged of and from all obligations and liability imposed by the terms of the
Escrow, and the action will be deemed to be solely a dispute between the parties
subject to Article IX of the Merger Agreement.

           10. INDEMNIFICATION OF ESCROW AGENT. PURCHASER and its successors and
assigns agree jointly and severally to indemnify and hold the Escrow Agent
harmless against any and all losses, claims, damages, liabilities and expenses,
including reasonable costs of investigation, counsel fees, including allocated
costs of in-house counsel, and disbursements that may be imposed on the Escrow
Agent, or incurred by it in connection with the performance of its duties under
this Agreement, including but not limited to any arbitration or litigation
arising from this Agreement or involving its subject matter, unless such loss,
claim, damage, liability or expense shall be caused by the gross negligence or
willful misconduct on the part of the Escrow Agent. Nothing contained in this
Section 10 shall impair the rights of the Warranting Stockholders and PURCHASER,
as between themselves.

           11. RESIGNATION OF ESCROW AGENT. The Escrow Agent may resign at any
time upon giving at least 30 days written notice to the other parties; provided,
however, that no such resignation shall become effective until the appointment
of a successor Escrow Agent which shall be accomplished as follows: PURCHASER
and the Stockholders' Agent shall use their best efforts to agree on a successor
Escrow Agent within 30 days after receiving such notice. If the parties fail to
agree on a successor Escrow Agent within such time, then the Escrow Agent shall
have the right to appoint a successor Escrow Agent authorized to do business in
the State of Georgia, provided that the successor so chosen shall have capital,
surplus and undivided profits of at least $200,000,000. The successor Escrow
Agent shall execute and deliver to the Escrow Agent an instrument accepting such
appointment, and the successor Escrow Agent shall, without further acts, be
vested with all the estates, property rights, powers and duties of the
predecessor Escrow Agent as if originally named as Escrow Agent herein. The
predecessor Escrow Agent then shall be discharged from any further duties and
liability under this Agreement.

           12. MISCELLANEOUS.

                      (a) ASSIGNMENT; BINDING UPON SUCCESSORS AND ASSIGNS. None
of the parties hereto may assign any of its rights or obligations hereunder
without the prior written consent of the other parties. This Agreement will be
binding upon and inure to the benefit of the parties hereto and their respective
successors and permitted assigns.

                      (b) SEVERABILITY. If any provision of this Agreement, or
the application thereof, shall for any reason and to any extent be held to be
invalid or unenforceable, the remainder of this Agreement and the application of
such provision to other persons or circumstances shall be interpreted so as best
to reasonably effect the intent of the parties hereto. The parties further agree
to replace such invalid or unenforceable provision of this Agreement


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<PAGE>   4
with a valid and enforceable provision which will achieve, to the extent
possible, the economic, business and other purposes of the invalid or
unenforceable provision.

                      (c) ENTIRE AGREEMENT. This Agreement, the Merger
Agreement, the Annexes hereto, the documents referenced herein, and the exhibits
thereto, constitute the entire understanding and agreement of the parties hereto
with respect to the subject matter hereof and thereof and supersede all prior
and contemporaneous agreements or understandings, inducements or conditions,
express or implied, written or oral, between the parties with respect hereto and
thereto. The express terms hereof control and thereof supersede any course of
performance or usage of the trade inconsistent with any of the terms hereof and
thereof.

                      (d) NOTICES. All notices and other communications
hereunder shall be in writing and shall be deemed duly delivered if delivered
personally (upon receipt), or three business days after being mailed by
registered or certified mail, postage prepaid (return receipt requested), or one
business day after it is sent by reputable nationwide overnight courier service,
or upon transmission, if sent via facsimile (with confirmation of receipt) to
the parties at the following address (or at such other address for a party as
shall be specified by like notice):


                               (i)        if to PURCHASER, to:

                                          Brainworks Ventures, Inc.
                                          101 Marietta Street
                                          Suite 3450
                                          Atlanta, Georgia  30303
                                          Attention:  Marc J. Schwartz
                                          Facsimile:  (678) 731-0006
                                          Telephone:  (678) 731-0007

                                          with a copy to:

                                          Rogers & Hardin LLP
                                          2700 International Tower
                                          229 Peachtree Street, N.E.
                                          Atlanta, Georgia  30303
                                          Attention:  Robert C. Hussle, Esq.
                                          Facsimile:  (404) 525-2224
                                          Telephone:  (404) 522-4700

                              (ii)        if to Escrow Agent, to:

                                          First Union National Bank
                                          1100 First Union Plaza
                                          999 Peachtree Street, N.E.
                                          Atlanta, Georgia  30309-9094
                                          Attention:  Corporate Trust Department
                                          Facsimile:  (404) 827-7305
                                          Telephone:  (404) 827-7335


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<PAGE>   5
                               (iii)      if to TARGET, to:

                                          Executive Venture Partners, Ltd.
                                          35 Flagg Road
                                          Southborough, Massachusetts  01772
                                          Attention:  Robert H. Cawly
                                          Facsimile:  (508) ___ ____
                                          Telephone:  (508) ___ ____

                                          with a copy to:

                                          Robert DeN. Cope
                                          Woodbourne Farm
                                          644 Monroe Road
                                          Bath, New Hampshire  03740
                                          Facsimile:  (603) 747-2913
                                          Telephone:  (603) 747-2912

                               (iv)       if to Stockholders' Agent, to:

                                          Kirk K. Reiss
                                          14999 Taylor Road
                                          Alpharetta, Georgia  30004
                                          Facsimile:  (404) 524-1034
                                          Telephone:  (404) 524-1667

                                          with a copy to:

                                          Robert DeN. Cope
                                          Woodbourne Farm
                                          644 Monroe Road
                                          Bath, New Hampshire  03740
                                          Facsimile:  (603) 747-2913
                                          Telephone:  (603) 747-2912

                      (e) OTHER REMEDIES. Except as otherwise provided herein,
any and all remedies herein expressly conferred upon a party shall be deemed
cumulative with and not exclusive of any other remedy conferred hereby or by law
on such party, and the exercise of any one remedy shall not preclude the
exercise of any other.

                      (f) AMENDMENT AND WAIVERS. Any term or provision of this
Agreement may be amended, and the observance of any term of this Agreement may
be waived (either generally or in a particular instance and either retroactively
or prospectively) only by a writing signed by the party to be bound thereby. The
waiver by a party of any breach hereof for default in payment of any amount due
hereunder or default in the performance hereof shall not be deemed to constitute
a waiver of any other default or any succeeding breach or default.


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<PAGE>   6
                      (g) FURTHER ASSURANCES. Each party agrees to cooperate
fully with the other parties and to execute such further instruments, documents
and agreements and to give such further written assurances, as may be reasonably
requested by any other party to better evidence and reflect the transactions
described herein and contemplated hereby and to carry into effect the intents
and purposes of this Agreement.

                      (h) ABSENCE OF THIRD PARTY BENEFICIARY RIGHTS. No
provisions of this Agreement are intended, nor shall be interpreted, to provide
or create any third party beneficiary rights or any other rights of any kind in
any client, customer, affiliate, shareholder, partner of any party hereto or any
other person or entity unless specifically provided otherwise herein and except
for the Stockholders, and, except as so provided, all provisions hereof shall be
solely between the parties to this Agreement.

                      (i) GOVERNING LAW. It is the intention of the parties
hereto that the internal laws of the State of Georgia (irrespective of its
choice of law principles) shall govern the validity of this agreement, the
construction of its terms, and the interpretation and enforcement of the rights
and duties of the parties hereto.

                      (j) COUNTERPARTS. This Agreement may be executed in any
number of counterparts, each of which shall constitute an original and all of
which together shall constitute one and the same instrument.


                         [SIGNATURES ON FOLLOWING PAGE]


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           IN WITNESS WHEREOF, the parties have executed and delivered this
Escrow Agreement, or caused this Escrow Agreement to be executed and delivered,
as of the date first set forth above.

                                       BRAINWORKS VENTURES, INC.


                                       By:        /s/ Marc J. Schwartz
                                          --------------------------------------
                                       Its:       Vice President
                                           -------------------------------------



                                       STOCKHOLDERS' AGENT


                                                  /s/ Kirk K. Reiss
                                       -----------------------------------------
                                       KIRK K. REISS



                                       FIRST UNION NATIONAL BANK


                                       By:        /s/ Teresita Glasgow
                                          --------------------------------------
                                       Its:       Vice President
                                           -------------------------------------


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<PAGE>   8
                                     ANNEX A

                                   ARTICLE IX
                           ESCROW AND INDEMNIFICATION

SECTION 9.01 ESCROW FUND.

           (a) At the Closing, the Escrow Shares shall be registered in the name
of, and be deposited with, First Union National Bank (or other institution
agreeable to both PURCHASER and TARGET) as escrow agent (the "Escrow Agent"),
such deposit and any Additional Escrow Shares to constitute the Escrow Fund and
to be governed by the terms set forth herein and in the Escrow Agreement in
substantially the form attached hereto as Exhibit 4. The Escrow Fund shall be
available to compensate PURCHASER pursuant to the indemnification obligations of
the Warranting Stockholders. In the event PURCHASER issues any Additional Escrow
Shares (as defined below), such shares will be issued in the name of the Escrow
Agent and delivered to the Escrow Agent in the same manner as the Escrow Shares
delivered at the Closing.

           (b) Except for dividends paid in stock declared with respect to the
Escrow Shares ("Additional Escrow Shares"), which shall be treated as Escrow
Shares pursuant to Section 9.01(a) hereof, any cash dividends, dividends payable
in securities or other distributions of any kind made in respect of the Escrow
Shares will be delivered to the Warranting Stockholders based on each such
Warranting Stockholder's Proportional Allotment. Each Warranting Stockholder
shall have voting rights with respect to the Escrow Shares deposited in the
Escrow Fund with respect to such stockholder's Proportional Allotment so long as
such Escrow Shares are held in escrow, and PURCHASER will take all reasonable
steps necessary to allow the exercise of such rights. While the Escrow Shares
remain in the Escrow Agent's possession pursuant to this Agreement and the
Escrow Agreement, the Warranting Stockholders shall retain and shall be able to
exercise all other incidents of ownership of such Escrow Shares which are not
inconsistent with the terms and conditions of this Agreement.

SECTION 9.02 INDEMNIFICATION.

           (a) All representations and warranties made by TARGET herein, or in
any certificate, schedule or exhibit delivered pursuant hereto, shall survive
the Closing and continue in full force and effect until the twelve (12) month
anniversary of the Closing Date (sometimes referred to herein as the
"Termination Date").

           (b) (i) Subject to the limitations set forth in this Article IX, the
Warranting Stockholders shall (severally and not jointly) indemnify and hold
harmless PURCHASER and the Surviving Corporation and its respective officers,
directors, agents, attorneys and employees, and each person, if any, who
controls or may control PURCHASER or the Surviving Corporation within the
meaning of the Securities Act (hereinafter referred to individually as an
"PURCHASER Indemnified Person" and collectively as "PURCHASER Indemnified
Persons") from and against any and all losses, costs, damages, liabilities and
expenses arising from claims, demands, actions, causes of action, including,
without limitation, legal fees, (collectively, "Damages") arising out of any
misrepresentation or breach of or default in connection with any of the
representations, warranties, covenants and agreements given or made by TARGET in
this Agreement, the TARGET Disclosure Letter or any exhibit or schedule to this
Agreement. The sole recourse of the Indemnified Persons shall be against the
Escrow Fund and claims against the Escrow Fund shall be the sole and exclusive
remedy of
<PAGE>   9
Indemnified Persons for any Damages hereunder; provided, however, if any
Warranting Stockholder so desires, the indemnification to be paid by such
Warranting Stockholder may be paid in cash.

               (ii) Nothing in this Agreement shall limit the liability in
amount or otherwise of any TARGET stockholder in connection with any breach by
such stockholder of any representation or covenant in the Investor
Representation Statement or of TARGET with respect to fraud or criminal activity
in connection with this Agreement.

           (c) Prior to the Termination Date, no claim for Damages shall be made
under Article IX unless the aggregate of Damages exceeds $50,000 for which
claims are made hereunder by the PURCHASER Indemnified Persons, in which case
the PURCHASER Indemnified Persons shall be entitled to seek compensation for all
Damages without regard to the limitation set forth in this Section 9.02(c) (the
"Limitation"). At the Termination Date, PURCHASER may make a claim for Damages
under Article IX without regard to the Limitation.

SECTION 9.03 ESCROW PERIOD: RELEASE FROM ESCROW.

           (a) The Escrow Period shall terminate upon the twelve (12) month
anniversary of the Effective Time; provided, however, that a portion of the
Escrow Fund, which, in the reasonable judgment of PURCHASER, subject to the
objection of the Stockholders' Agent and the subsequent arbitration of the
matter in the manner provided in Section 9.06 hereof, is necessary to satisfy
any unsatisfied claims specified in any Officer's Certificate theretofore
delivered to the Escrow Agent prior to termination of the Escrow Period with
respect to facts and circumstances existing prior to expiration of the Escrow
Period, shall remain in the Escrow Fund until such claims have been resolved.

           (b) Within five (5) business days after the Termination Date (the
"Release Date"), the Escrow Agent shall release from escrow to the Warranting
Stockholders each such stockholder's Proportional Allotment of the Escrow Shares
and Additional Escrow Shares (if any), less with respect to each such
stockholder the number of Escrow Shares and Additional Shares with a value (as
determined pursuant to Section 9.04) equal to (A) such stockholder's
Proportional Allotment of any liability delivered to PURCHASER in accordance
with Section 9.04 in satisfaction of indemnification claims by Indemnitee and
(B) such stockholder's Proportional Allotment of any liability subject to
delivery to PURCHASER in accordance with Section 9.03(a) with respect to any
pending but unresolved indemnification claims of PURCHASER. Any Escrow Shares
and Additional Escrow Shares held as a result of clause (B)shall be released to
such Warranting Stockholders or released to PURCHASER (as appropriate) promptly
upon resolution of each specific indemnification claim involved. Escrow Shares
and Additional Escrow Shares shall be released to the Warranting Stockholders
based on each such stockholder's Proportional Allotment thereof. PURCHASER will
take such action as may be necessary to cause such certificates to be issued in
the names of the appropriate persons. Certificates representing Escrow Shares
and Additional Escrow Shares so issued that are subject to resale restrictions
under applicable securities laws will bear a legend to that effect. No
fractional shares shall be released and delivered from Escrow to the Warranting
Stockholders. In lieu of any fraction of an Escrow Share to which a Warranting
Stockholder would otherwise be entitled, such stockholder will receive from
PURCHASER an amount of cash (rounded to the nearest whole cent) equal to the
product of such fraction multiplied by the Average Closing Price.

           (c) No Escrow Shares or Additional Escrow Shares or any beneficial
interest therein may


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<PAGE>   10
be pledged, sold, assigned or transferred, including by operation of law, by any
Warranting Stockholder or be taken or reached by any legal or equitable process
in satisfaction of any debt or other liability of any such stockholder, prior to
the delivery to such stockholder of his Proportional Allotment of the Escrow
Fund by the Escrow Agent as provided herein.

           (d) The Escrow Agent is hereby granted the power to effect any
transfer of Escrow Shares contemplated by this Agreement. PURCHASER will
cooperate with the Escrow Agent in promptly issuing stock certificates to effect
such transfers.

SECTION 9.04 CLAIMS UPON ESCROW FUND. Upon receipt by the Escrow Agent on or
before the Release Date of a certificate signed by any officer of PURCHASER (an
"Officer's Certificate") stating that with respect to the indemnification
obligations of the Warranting Stockholders set forth in Section 9.02, Damages
exist and specifying in reasonable detail the individual items of such Damages
included in the amount so stated, the date each such item was paid, or properly
accrued or arose, and the nature of the misrepresentation, breach of warranty,
covenant or claim to which such item is related, the Escrow Agent shall, subject
to the provisions of this Article IX, deliver to PURCHASER out of the Escrow
Fund, as promptly as practicable, PURCHASER Common Stock or cash held in the
Escrow Fund having a value equal to such Damages, with each share of PURCHASER
Common Stock having a value equal to its Per Share Market Value on the date the
Escrow Agent receives the Officer's Certificate. For the purpose of compensating
PURCHASER for its Damages pursuant to this Agreement, the PURCHASER Common Stock
in the Escrow Fund shall be valued at its Per Share Market Value on the date the
Escrow Agent receives a claim upon the Escrow Fund by PURCHASER pursuant to
Section 9.04.

SECTION 9.05 OBJECTIONS TO CLAIMS.

           (a) At the time of delivery of any Officer's Certificate to the
Escrow Agent, a duplicate copy of such Officer's Certificate shall be delivered
to the Stockholders' Agent and for a period of thirty (30) days after such
delivery, the Escrow Agent shall make no delivery of PURCHASER Common Stock or
cash pursuant to Section 9.04 hereof unless the Escrow Agent shall have received
written authorization from the Stockholders' Agent to make such delivery. After
the expiration of such thirty (30) day period, the Escrow Agent shall make
delivery of the PURCHASER Common Stock or cash in the Escrow Fund in accordance
with Section 9.04 hereof, provided that no such payment or delivery may be made
if the Stockholders' Agent shall object in a written statement to the claim made
in the Officer's Certificate, and such statement shall have been delivered to
the Escrow Agent and to PURCHASER prior to the expiration of such thirty (30)
day period.

           (b) In case the Stockholders' Agent shall so object in writing to any
claim or claims by PURCHASER made in any Officer's Certificate, PURCHASER shall
have thirty (30) days to respond in a written statement to the objection of the
Stockholders' Agent. If after such thirty (30) day period there remains a
dispute as to any claims, then the Stockholders' Agent and PURCHASER shall
attempt in good faith for sixty (60) days to agree upon the rights of the
respective parties with respect to each of such claims. If the Stockholders'
Agent and PURCHASER should so agree, a memorandum setting forth such agreement
shall be prepared and signed by both parties and shall be furnished to the
Escrow Agent. The Escrow Agent shall be entitled to rely on any such memorandum
and shall distribute the PURCHASER Common Stock or cash from the Escrow Fund in
accordance with the terms thereof.


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<PAGE>   11
SECTION 9.06 RESOLUTION OF CONFLICTS AND ARBITRATION.

           (a) If no agreement can be reached after good faith negotiation
between the parties pursuant to Section 9.05, either PURCHASER or the
Stockholders' Agent may, by written notice to the other, demand arbitration of
the matter unless the amount of the Damages is at issue in pending litigation
with a third party, in which event arbitration shall not be commenced until such
amount is ascertained or both parties agree to arbitration; and in either such
event the matter shall be settled by arbitration conducted and resolved in
accordance with the Expedited Rules of Commercial Arbitration of the American
Arbitration Association.

           (b) Judgment upon any award rendered by the arbitrator may be entered
in any court having jurisdiction. Any such arbitration shall be held in Fulton
County, Georgia under the commercial rules then in effect of the American
Arbitration Association. The arbitrator shall have the right to apportion the
fees and expenses of the arbitration as he or she deems just.

SECTION 9.07 STOCKHOLDERS' AGENT.

           (a) Kirk K. Reiss shall be constituted and appointed as agent
("Stockholders' Agent") for and on behalf of the Warranting Stockholders to give
and receive notices and communications, to authorize delivery to PURCHASER of
the PURCHASER Common Stock or other property from the Escrow Fund in
satisfaction of claims by PURCHASER, to object to such deliveries, to agree to,
negotiate, enter into settlements and compromises of, and demand arbitration and
comply with orders of courts and awards of arbitrators with respect to such
claims, and to take all actions necessary or appropriate in the judgment of the
Stockholders' Agent for the accomplishment of the foregoing. Such agency may be
changed by the holders of a majority in interest of the Escrow Fund from time to
time upon not less than 10 days' prior written notice to PURCHASER. No bond
shall be required of the Stockholders' Agent, and the Stockholders' Agent shall
receive no compensation for his services. Notices or communications to or from
the Stockholders' Agent shall constitute notice to or from each of the
Warranting Stockholders.

           (b) The Stockholders' Agent shall not be liable for any act done or
omitted hereunder as Stockholder' Agent while acting in good faith and in the
exercise of reasonable judgment and any act done or omitted pursuant to the
advice of counsel shall be conclusive evidence of such good faith. The
Warranting Stockholders shall severally indemnify the Stockholders' Agent and
hold him harmless against any loss, liability or expense incurred without gross
negligence or bad faith on the part of the Stockholders' Agent and arising out
of or in connection with the acceptance or administration of his duties
hereunder.

           (c) The Stockholders' Agent shall have reasonable access to
information about TARGET and/or TARGET Business and the reasonable assistance of
TARGET's and/or TARGET Business's officers and employees for purposes of
performing his duties and exercising his rights hereunder, provided that the
Stockholders' Agent shall treat confidentially and not disclose any nonpublic
information from or about TARGET and TARGET Business to anyone (except on a need
to know basis to individuals who agree to treat such information
confidentially).

SECTION 9.08 ACTIONS OF THE STOCKHOLDERS' AGENT. A decision, act, consent or
instruction of the Stockholders' Agent shall constitute a decision of all
Warranting Stockholders for whom shares of PURCHASER Common Stock otherwise
issuable to them are deposited in the Escrow Fund and shall be final, binding
and conclusive upon each such Warranting Stockholder, and the


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<PAGE>   12
Escrow Agent and PURCHASER may rely upon any decision, act, consent or
instruction of the Stockholders' Agent as being the decision, act, consent or
instruction of each and every such Warranting Stockholder. The Escrow Agent and
PURCHASER are hereby relieved from any liability to any person for any acts done
by them in accordance with such decision, act, consent or instruction of the
Stockholders' Agent.

SECTION 9.09 THIRD-PARTY CLAIMS. In the event PURCHASER becomes aware of a
third-party claim which PURCHASER believes may result in a demand against the
Escrow Fund, PURCHASER shall notify the Stockholders' Agent of such claim, and
the Stockholders' Agent and the Warranting Stockholders for whom shares of
PURCHASER Common Stock otherwise issuable to them are deposited in the Escrow
Fund shall be entitled, at their expense, to participate in any defense of such
claim with the consent of PURCHASER which shall not be unreasonably withheld.
PURCHASER shall have the right in its sole discretion to settle any such claim.
In the event that the Stockholders' Agent has consented to any such settlement,
the Stockholders' Agent shall have no power or authority to object under Section
9.05 or any other provision of this Article IX to the amount of any claim by
PURCHASER against the Escrow Fund for indemnity with respect to such settlement.


                                       5
<PAGE>   13
                                     ANNEX B

                WARRANTING STOCKHOLDERS' CONTRIBUTIONS TO ESCROW


<TABLE>
<CAPTION>
                                         NUMBER OF SHARES OF PURCHASER
STOCKHOLDER                                 COMMON STOCK CONTRIBUTED
<S>                                      <C>
Robert H. Cawly                                      8,929

Kirk K. Reiss                                          638

Mark Peterson                                        6,378

John P. Cayce                                        6,378

Donald Ratajczak                                     6,378

Dean W. Andersen                                     2,551

TOTAL CONTRIBUTION                                  31,252
</TABLE>
<PAGE>   14
                                     ANNEX C

                                SCHEDULE OF FEES
                            FOR ESCROW AGENT SERVICES


Acceptance Fee:                                               $1,000

Annual Escrow Agent Fee:                                      $1,500

Out of Pocket Expenses:                                       Billed Separately

Acceptance of the Appointment is subject to terms of the transaction and
document provisions being satisfactory to First Union National Bank.

The Acceptance Fee and the Annual Escrow Fee are payable upon execution of the
escrow documents. In the event the escrow is not funded, the Acceptance Fee and
all related expenses will not be refunded. Annual fees cover a full year in
advance, or any part thereof, and thus are not pro-rated in the year of
termination.

All out-of-pocket expenses, including, but not limited to, attorney fees and
expenses, accountant fees and expenses, legal notice publication, environmental
surveys, travel expenses, postage, registered mail and insurance costs, courier
charges, operations charges, will be billed separately.

The fees quoted in this schedule apply to services ordinarily rendered in the
administration of an Escrow Account and are subject to reasonable adjustment
based on final review of documents, or when the Agent is called upon to
undertake unusual duties or responsibilities, or as changes in law, procedures,
or the cost of doing business demand. Services in addition to and not
contemplated in this Agreement, including, but not limited to, document
amendments and revisions, non-standard cash and/or investment transactions,
calculations, notices and reports, and legal fees, will be billed as
extraordinary expenses.

Unless otherwise indicated, the above fees provide for the establishment of one
account. Additional sub-accounts governed by the same Escrow Agreement may incur
an additional charge.