<PAGE>   1

                                                                     EXHIBIT 4.3

                                ESCROW AGREEMENT


     THIS ESCROW AGREEMENT, dated as of                , 2001 (Escrow
Agreement), is by and between PODS, INC. ("Company"); and U.S. BANK TRUST
NATIONAL ASSOCIATION, a national banking association, as Escrow Agent hereunder
(Escrow Agent).


                                   BACKGROUND

     A. Company is offering a minimum of $1,000,000 and a maximum of $10 million
of Series A Subordinated Convertible Debentures of the Company (the Debentures)
at par, pursuant to a registered public offering which includes a Prospectus
dated                , 2001, and attached hereto as Exhibit A (the Prospectus).

     B. In accordance with the Prospectus, subscribers for Debentures (the
Subscribers and individually, a Subscriber) will be required to submit full
payment to the Escrow Agent for their respective investments at the time they
deliver an order to purchase Debentures, and Escrow Agent has agreed to accept,
hold, and disburse such funds deposited with it and the earnings thereon in
accordance with the terms of this Escrow Agreement.


     C. In order to establish the escrow of funds for the Company and to effect
the provisions of the Prospectus, the parties hereto have entered into this
Escrow Agreement.


                             STATEMENT OF AGREEMENT

     NOW THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto, for
themselves, their successors and assigns, hereby agree as follows:

     1. Definitions.  The following terms shall have the following meanings when
used herein:

          "Cash Investment" shall mean the dollar amount of Debentures purchased
     by any Subscriber as set forth in the Prospectus.


          "Cash Investment Instrument" shall mean a wire transfer, check, money
     order or similar instrument, made payable to the "U.S. Bank Trust National
     Association, Escrow Account," in full payment for the Debentures to be
     purchased by any Subscriber. The minimum amount of Debentures to be
     purchased by any Subscriber has been set in the Prospectus at Twenty-Five
     Thousand Dollars. Wires shall be paid pursuant to the instructions provided
     in Section 3.a. hereof.



          "Debentures" shall have the meaning set forth in the section of this
     Escrow Agreement titled "Background."


          "Escrow Funds" shall mean the funds deposited with the Escrow Agent
     pursuant to this Agreement, together with any interest and other income
     thereon.

          "Minimum Offering" shall mean Debentures in the aggregate principal
     amount of $1,000,000.


          "Minimum Offering Notice" shall mean a written notification to the
     Escrow Agent by Company which shall specify that subscriptions for the
     Minimum Offering have been received; that, Cash Investment Instruments in
     full payment for that amount of Debentures equal to or greater than the
     Minimum Offering have been received, deposited with and collected by Escrow
     Agent; and that such subscriptions have not been withdrawn, rejected or
     otherwise terminated.


          "Subscriber" or "Subscribers" shall have the meaning set forth in the
     section of this Escrow Agreement titled "Background."
<PAGE>   2


          "Subscription Accounting" shall mean an accounting performed by the
     Company of all subscriptions for Debentures received and accepted by
     Company as of the date of such accounting, indicating for each subscription
     the Subscriber's name, social security number or taxpayer identification
     number and address, the number and total purchase price of subscribed
     Debentures, the date of receipt by Escrow Agent of the Cash Investment
     Instrument, and notations of any nonpayment of the Cash Investment
     Instrument submitted with such subscription, any withdrawal of such
     subscription by the Subscriber, any rejection of such subscription by
     Company, or other termination, for whatever reason, of such subscription.


     2. Appointment of and Acceptance by Escrow Agent.  Company hereby appoints
Escrow Agent to serve as escrow agent hereunder, and Escrow Agent hereby accepts
such appointment in accordance with the terms of this Escrow Agreement.

     3. Deposits into Escrow.


          a. Until the receipt by the Escrow Agent of the Minimum Offering
     Notice, upon receipt by Escrow Agent of any Cash Investment Instrument for
     the purchase of Debentures, Escrow Agent shall deposit the Cash Investment
     Instrument into the following escrow account:



                  U.S. Bank


                  ABA 091000022


                  A/C U.S. Bank Trust N.A.


                  A/C 180121167365


                  FFC Wire Clearing/47300417


                  REF PODS Inc. Escrow



          Each such deposit shall be accompanied by the following documents to
     be provided by the Company:


             (1) a report containing such Subscriber's name, social security
        number or taxpayer identification number, address and other information
        required for withholding purposes;

             (2) a Subscription Accounting; and

             (3) instructions regarding the investment of such deposited funds
        in accordance with Section 6 hereof.


             ALL FUNDS SO DEPOSITED SHALL REMAIN THE PROPERTY OF THE SUBSCRIBERS
        ACCORDING TO THEIR RESPECTIVE INTERESTS AND SHALL NOT BE SUBJECT TO ANY
        LIEN OR CHARGE OR BY JUDGMENT OR CREDITORS' CLAIMS AGAINST COMPANY UNTIL
        RELEASED TO COMPANY IN ACCORDANCE WITH SECTION 4(a) HEREOF.



          b. Company understands and agrees that all wires, transfers, checks
     and similar instruments received by Escrow Agent hereunder are subject to
     collection requirements of presentment and final payment, and that the
     funds represented thereby cannot be drawn upon, disbursed or accrue
     earnings until such time as final payment has been made and is no longer
     subject to dishonor. Upon receipt, Escrow Agent shall process each Cash
     Investment Instrument for collection, and the proceeds thereof shall be
     held as part of the Escrow Funds until disbursed in accordance with Section
     4 hereof. If, upon presentment for payment, any Cash Investment Instrument
     is dishonored, Escrow Agent's sole obligation shall be to notify Company of
     such dishonor and to forward such Cash Investment Instrument to Company to
     take whatever action it deems necessary. Notwithstanding the foregoing, if
     for any reason any Cash Investment Instrument is uncollectible after
     payment of the funds represented thereby has been made by Escrow Agent,
     Company shall immediately reimburse Escrow Agent upon receipt from Escrow
     Agent of written notice thereof.


          Upon receipt of any Cash Investment Instrument that represents payment
     less than or greater than the Cash Investment, Escrow Agent's sole
     obligation shall be to notify Company of such fact and to return such Cash
     Investment Instrument to the Subscriber.

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<PAGE>   3


          c. All Cash Investment Instruments shall be made payable to the order
     of, or endorsed to the order of, "U.S. Bank Trust National Association,
     Escrow Account," and Escrow Agent shall not be obligated to accept, or
     present for payment, any Cash Investment Instrument that is not payable or
     endorsed in that manner.


     4. Disbursements of Escrow Funds.

          a. Completion of Minimum Offering.  Subject to the provisions of
     Section 10 hereof, Escrow Agent shall pay to Company the liquidated value
     of the Escrow Funds, by certified or bank check or by wire transfer, no
     later than fifteen (15) business days following receipt of the following
     documents:

             (1) A Minimum Offering Notice;


             (2) Subscription Accounting, substantiating the sale of the Minimum
        Offering;



             (3) Duplicate Original of the Trust Indenture described in the
        Prospectus; and



             (4) Such other certificates, notices or other documents as Escrow
        Agent shall reasonably require.



          After the disbursement of Escrow Funds to Company pursuant to this
     Section 4(a), Escrow Agent shall pay to Company any additional funds,
     including investment earnings, received with respect to the Debentures, by
     certified or bank check or wire transfer, no later than fifteen (15)
     business days after receipt.


          b. Rejection of Any Subscription or Termination of the Offering.  No
     later than fifteen (15) business days after receipt by Escrow Agent of
     written notice (i) from Company that Company intends to reject a
     Subscriber's subscription, or (ii) from Company that there will be no
     closing of the sale of Debentures to Subscribers, Escrow Agent shall pay to
     the applicable Subscriber(s), by certified or bank check and by first class
     mail, the amount of the Cash Investment paid by each Subscriber with
     interest earned thereon.


          c. Expiration of Offering Period.  Notwithstanding anything to the
     contrary contained herein, if Escrow Agent shall not have received a
     Minimum Offering Notice on or before 5 p.m. on December 15, 2001, Escrow
     Agent shall, within fifteen (15) business days after such date and without
     any further instruction or direction from Company, return to each
     Subscriber, by certified or bank check and by first class mail, the Cash
     Investment made by such Subscriber, together with interest earned thereon.


     5. Suspension of Performance or Disbursement Into Court.  If, at any time,
there shall exist any dispute between Company, Escrow Agent, any Subscriber or
any other person with respect to the holding or disposition of any portion of
the Escrow Funds or any other obligations of Escrow Agent hereunder, or if at
any time Escrow Agent is unable to determine, to Escrow Agent's sole
satisfaction, the proper disposition of any portion of the Escrow Funds or
Escrow Agent's proper actions with respect to its obligations hereunder, or if
Company has not within thirty (30) days of the furnishing by Escrow Agent of a
notice of resignation pursuant to Section 7 hereof appointed a successor Escrow
Agent to act hereunder, then Escrow Agent may, in its sole discretion, take
either or both of the following actions:

          a. suspend the performance of any of its obligations under this Escrow
     Agreement until such dispute or uncertainty shall be resolved to the sole
     satisfaction of Escrow Agent or until a successor Escrow Agent shall have
     been appointed (as the case may be); provided however, that Escrow Agent
     shall continue to invest the Escrow Funds in accordance with Section 6
     hereof; and/or


          b. petition (by means of an interpleader action or any other
     appropriate method) any court of competent jurisdiction in the State of
     Florida, for instructions with respect to such dispute or uncertainty, and
     pay into such court all funds held by it in the Escrow Funds for holding
     and disposition in accordance with the instructions of such court.


        Escrow Agent shall have no liability to Company, any Subscriber or any
        other person with respect to any such suspension of performance or
        disbursement into court, specifically including any liability or

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<PAGE>   4

        claimed liability that may arise, or be alleged to have arisen, out of
        or as a result of any delay in the disbursement of funds held in the
        Escrow Funds or any delay in or with respect to any other action
        required or requested of Escrow Agent.

     6. Investment of Funds.  Escrow Agent shall invest and reinvest the Escrow
Funds as Company shall direct (subject to applicable minimum investment
requirements) in writing; provided, however, that no investment or reinvestment
may be made except in the following:


          a. direct obligations of the United States of America or obligations
     the timely payment of principal of and the interest on which are
     unconditionally guaranteed by the United States of America; or


          b. money market mutual funds which invest solely in United States
     Treasury securities which are direct obligations of the United States of
     America or repurchase agreements that are fully collateralized by direct
     obligations of the United States of America.


          If Escrow Agent has not received written instructions from Company at
     any time that an investment decision must be made, Escrow Agent shall
     invest the Escrow Funds, or such portion thereof as to which no written
     instructions have been received, in investments described in clause (b)
     above. Each of the foregoing investments shall be made in the name of
     Escrow Agent in its stated capacity as escrow agent. No investment shall be
     made in any instrument or security that has a maturity of greater than
     ninety (90) days. Notwithstanding anything to the contrary contained
     herein, Escrow Agent may, without notice to Company, sell or liquidate any
     of the foregoing investments at any time if the proceeds thereof are
     required for any release of funds permitted or required hereunder, and
     Escrow Agent shall not be liable or responsible for any loss, cost or
     penalty resulting from any such sale or liquidation. With respect to any
     funds received by Escrow Agent for deposit into the Escrow Funds or any
     written investment instruction of Company received by Escrow Agent after
     ten o'clock, a.m., Fort Lauderdale, Florida, time, Escrow Agent shall not
     be required to invest such funds or to effect such investment instruction
     until the next day upon which banks in Fort Lauderdale, Florida, are open
     for business.



     7. Resignation and Removal of Escrow Agent.  Escrow Agent may resign from
the performance of its duties hereunder at any time by giving ten (10) days'
prior written notice to Company or may be removed, with or without cause, by
Company, in writing, at any time by the giving of ten (10) days' prior written
notice to Escrow Agent. Such resignation or removal shall take effect upon the
appointment of a successor Escrow Agent as provided herein below. Upon any such
notice of resignation or removal, Company shall appoint a successor Escrow Agent
hereunder, which shall be a commercial bank, trust company or other financial
institution with a combined capital and surplus in excess of $5,000,000. Upon
the acceptance in writing of any appointment as Escrow Agent hereunder by a
successor Escrow Agent, such successor Escrow Agent shall thereupon succeed to
and become vested with all the rights, powers, privileges and duties of the then
Escrow Agent, and the then Escrow Agent shall be discharged from its duties and
obligations under this Escrow Agreement, but shall not be discharged from any
liability for actions taken as escrow agent hereunder prior to such succession.
After any then Escrow Agent's resignation or removal, the provisions of this
Escrow Agreement shall inure to its benefit as to any actions taken or omitted
to be taken by it while it was Escrow Agent under this Escrow Agreement.


     8. Liability of Escrow Agent.

          a. Escrow Agent shall have no liability or obligation with respect to
     the Escrow Funds to either the Company or the Subscribers except for Escrow
     Agent's willful misconduct or gross negligence. Escrow Agent's sole
     responsibility shall be for the safekeeping, investment, and disbursement
     of the Escrow Funds in accordance with the terms of this Escrow Agreement.
     Escrow Agent shall have no implied duties or obligations and shall not be
     charged with knowledge or notice of any fact or circumstance not
     specifically set forth herein. Escrow Agent may rely upon any instrument,
     not only as to its due execution, validity and effectiveness, but also as
     to the truth and accuracy of any information contained therein which Escrow
     Agent shall in good faith believe to be genuine, to have been signed or
     presented by the person or parties purporting to sign the same and to
     conform to the provisions of this Escrow Agreement. In no event shall
     Escrow Agent be liable for incidental, indirect, special, consequential or
     punitive

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<PAGE>   5

     damages. Company and Subscribers release Escrow Agent from any act done or
     omitted to be done by Escrow Agent in good faith in the performance of its
     duties. Escrow Agent shall not be obligated to take any legal action or
     commence any proceeding in connection with the Escrow Funds or any account
     in which Escrow Funds are deposited or this Escrow Agreement, or to appear
     in, prosecute or defend any such legal action or proceeding. Without
     limiting the generality of the foregoing, Escrow Agent shall not be
     responsible for or required to enforce any of the terms or conditions of
     any subscription agreement with any Subscriber or any other agreement
     between Company and/or any Subscriber. Escrow Agent shall not be
     responsible or liable in any manner for the performance by Company or any
     Subscriber of their respective obligations under any subscription agreement
     nor shall Escrow Agent be responsible or liable in any manner for the
     failure of Company or any third party (including any Subscriber) to honor
     any of the provisions of this Escrow Agreement. Escrow Agent may consult
     legal counsel selected by it in the event of any dispute or question as to
     the construction of any of the provisions hereof or of any other agreement
     or of its duties hereunder, and shall incur no liability and shall be fully
     indemnified from any liability whatsoever in acting in accordance with the
     opinion or instruction of such counsel. Company shall promptly pay, upon
     demand, the reasonable fees and expenses of any such counsel.

          b. The Escrow Agent is authorized, in its sole discretion, to comply
     with orders issued or process entered by any court with respect to the
     Escrow Funds, without determination by the Escrow Agent of such court's
     jurisdiction in the matter. If any portion of the Escrow Funds is at any
     time attached, garnished or levied upon under any court order, or in case
     the payment, assignment, transfer, conveyance or delivery of any such
     property shall be stayed or enjoined by any court order, or in case any
     order, judgment or decree shall be made or entered by any court affecting
     such property or any part thereof, then and in any such event, the Escrow
     Agent is authorized, in its sole discretion, to rely upon and comply with
     any such order, writ, judgment or decree which it is advised by legal
     counsel selected by it is binding upon it without the need for appeal or
     other action; and if the Escrow Agent complies with any such order, writ,
     judgment or decree, it shall not be liable to any of the parties hereto or
     to any other person or entity by reason of such compliance even though such
     order, writ, judgment or decree may be subsequently reversed, modified,
     annulled, set aside or vacated.


     9. Indemnification of Escrow Agent.  Subject to the provisions of Section
8(a), from and at all times after the date of this Escrow Agreement, Company
shall, to the fullest extent permitted by law, indemnify and hold harmless the
Escrow Agent and each director, officer, employee, attorney, agent and affiliate
of Escrow Agent (collectively, the "Indemnified Parties") against any and all
actions, claims (whether or not valid), losses, damages, liabilities, costs and
expenses of any kind or nature whatsoever (including without limitation
reasonable attorneys' fees, costs and expenses) incurred by or asserted against
any of the Indemnified Parties from and after the date hereof, whether direct,
indirect or consequential, as a result of or arising from or in any way relating
to any claim, demand, suit, action or proceeding (including any inquiry or
investigation) by any person, including without limitation Company, whether
threatened or initiated, asserting a claim for any legal or equitable remedy
against any person under any statute or regulation, including, but not limited
to, any federal or state securities laws, or under any common law or equitable
cause or otherwise, arising from or in connection with the negotiation,
preparation, execution, performance or failure of performance of this Escrow
Agreement or any transactions contemplated herein, or any act or omission
whether or not any such Indemnified Party is a party to any such action,
proceeding, suit or the target of any such inquiry or investigation; provided,
however, that no Indemnified Party shall have the right to be indemnified
hereunder for any liability finally determined by a court of competent
jurisdiction, subject to no further appeal, to have resulted solely from the
gross negligence or willful misconduct of such Indemnified Party. If any such
action or claim shall be brought or asserted against any Indemnified Party, such
Indemnified Party shall promptly notify Company in writing, and Company shall
assume the defense thereof, including the employment of counsel and the payment
of all expenses. Such Indemnified Party shall, in its sole discretion, have the
right to employ separate counsel (who may be selected by such Indemnified Party
in its sole discretion) in any such action and to participate in the defense
thereof, and the reasonable fees and expenses of such counsel shall be paid by
Company. All such fees and expenses payable by Company pursuant to the foregoing
sentence shall be paid from time to time as incurred, both in advance of and
after the final disposition of such action or claim. The


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<PAGE>   6

obligations of Company under this Section 9 shall survive any termination of
this Escrow Agreement and the resignation or removal of Escrow Agent.

     10. Compensation to Escrow Agent.


          a. Fees and Expenses.  Company shall compensate Escrow Agent for its
     services hereunder as separately agreed upon and, in addition, shall
     reimburse Escrow Agent for all of its reasonable out-of-pocket expenses,
     including reasonable attorneys' fees, travel expenses, telephone and
     facsimile, bank charges, transmission costs, postage (including express
     mail and overnight delivery charges), copying charges, bank charges and the
     like. All of the foregoing compensation and reimbursement obligations shall
     be payable by Company upon demand by Escrow Agent. The obligations of
     Company under this Section 10 shall survive any termination of this Escrow
     Agreement and the resignation or removal of Escrow Agent.


          b. Disbursements from Escrow Funds to Pay Escrow Agent.  The Escrow
     Agent is authorized to and may disburse from time to time, to itself or to
     any Indemnified Party from the Escrow Funds (to the extent of Company's
     rights thereto), the amount of any compensation and reimbursement of
     out-of-pocket expenses due and payable hereunder (including any amount to
     which Escrow Agent or any Indemnified Party is entitled to seek
     indemnification pursuant to Section 9 hereof). Escrow Agent shall notify
     Company of any disbursement from the Escrow Funds to itself or to any
     Indemnified Party in respect of any compensation or reimbursement hereunder
     and shall furnish to Company copies of all related invoices and other
     statements.

          c. Security and Offset.  Company hereby grants to Escrow Agent and the
     Indemnified Parties a security interest in and lien upon the Escrow Funds
     (to the extent of Company's rights thereto) to secure all obligations
     hereunder, and Escrow Agent and the Indemnified Parties shall have the
     right to offset the amount of any compensation or reimbursement due any of
     them hereunder (including any claim for indemnification pursuant to Section
     9 hereof) against the Escrow Funds (to the extent of Company's rights
     thereto.) If for any reason the Escrow Funds available to Escrow Agent and
     the Indemnified Parties pursuant to such security interest or right of
     offset are insufficient to cover such compensation and reimbursement,
     Company shall promptly pay such amounts to Escrow Agent and the Indemnified
     Parties upon receipt of an itemized invoice.

     11. Representations and Warranties.  Company makes the following
representations and warranties to Escrow Agent:

          a. Company is a corporation duly organized, validly existing, and in
     good standing under the laws of the State of Florida, and has full power
     and authority to execute and deliver this Escrow Agreement and to perform
     its obligations hereunder;

          b. This Escrow Agreement has been duly approved by all necessary
     corporate action of Company, including any necessary shareholder approval,
     has been executed by duly authorized officers of Company, and constitutes a
     valid and binding agreement of Company, enforceable in accordance with its
     terms.

          c. The execution, delivery, and performance by Company of this Escrow
     Agreement will not violate, conflict with, or cause a default under the
     articles of incorporation or bylaws of Company, any applicable law or
     regulation, any court order or administrative ruling or decree to which
     Company is a party or any of its property is subject, or any agreement,
     contract, indenture, or other binding arrangement to which Company is a
     party or any of its property is subject. The execution, delivery and
     performance of this Agreement is consistent with and accurately described
     in the Prospectus, and the allocation of interest and other earnings to
     Subscribers, as set forth in Sections 4(b) and 4(c) hereof, has been
     properly described therein.

          d. No party other than the parties hereto and the prospective
     Subscribers have, or shall have, any lien, claim or security interest in
     the Escrow Funds or any part thereof. No financing statement under the
     Uniform Commercial Code is on file in any jurisdiction claiming a security
     interest in or describing (whether specifically or generally) the Escrow
     Funds or any part thereof.

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<PAGE>   7

          e. Company hereby acknowledges that the status of Escrow Agent is that
     of agent only for the limited purposes set forth herein, and hereby
     represents and covenants that no representation or implication shall be
     made that the Escrow Agent has investigated the desirability or
     advisability of investment in the Debentures or has approved, endorsed or
     passed upon the merits of the investment therein and that the name of the
     Escrow Agent has not and shall not be used in any manner in connection with
     the offer or sale of the Debentures other than to state that the Escrow
     Agent has agreed to serve as escrow agent for the limited purposes set
     forth herein.

          f. All of the representations and warranties of Company contained
     herein are true and complete as of the date hereof and will be true and
     complete at the time of any deposit to or disbursement from the Escrow
     Funds.


     12. Consent to Jurisdiction and Venue.  In the event that any party hereto
commences a lawsuit or other proceeding relating to or arising from this
Agreement, the parties hereto agree that the United States District Court for
the Southern District of Florida shall have the sole and exclusive jurisdiction
over any such proceeding. If all such courts lack federal subject matter
jurisdiction, the parties agree that the Superior Court of Broward County of
Florida shall have sole and exclusive jurisdiction. Any of these courts shall be
proper venue for any such lawsuit or judicial proceeding and the parties hereto
waive any objection to such venue. The parties hereto consent to and agree to
submit to the jurisdiction of any of the courts specified herein and agree to
accept service or process to vest personal jurisdiction over them in any of
these courts.


     13. Notice.  All notices and other communications hereunder shall be in
writing and shall be deemed to have been validly served, given or delivered five
(5) days after deposit in the United States mails, by certified mail with return
receipt requested and postage prepaid, when delivered personally, one (1) day
after delivery to any overnight courier, or when transmitted by facsimile
transmission facilities, and addressed to the party to be notified as follows:


<TABLE>
<S>                                            <C>
     If to Company at:                         PODS, Inc.
                                               6061 45th Street North
                                               St. Petersburg, Florida 33714
                                               ATTENTION: Thomas M. Calcaterra
                                               Facsimile Number: (727) 520-0830

     If to the Escrow
     Agent at:                                 U.S. Bank Trust N.A.
                                               as Escrow Agent
                                               500 West Cypress Creek Road
                                               Suite 560
                                               Fort Lauderdale, FL 33309
                                               ATTENTION: Scott Schuhle
                                               Facsimile Number: (954) 776-2629
</TABLE>


or to such other address as each party may designate for itself by like notice.

     14. Amendment or Waiver.  This Escrow Agreement may be changed, waived,
discharged or terminated only by a writing signed by Company and Escrow Agent.
No delay or omission by any party in exercising any right with respect hereto
shall operate as a waiver. A waiver on any one occasion shall not be construed
as a bar to, or waiver of, any right or remedy on any future occasion.

     15. Severability.  To the extent any provision of this Escrow Agreement is
prohibited by or invalid under applicable law, such provision shall be
ineffective to the extent of such prohibition or invalidity, without
invalidating the remainder of such provision or the remaining provisions of this
Escrow Agreement.

     16. Governing Law.  This Escrow Agreement shall be construed and
interpreted in accordance with the internal laws of the State of Florida without
giving effect to the conflict of laws principles thereof.

                                        7
<PAGE>   8

     17. Entire Agreement.  This Escrow Agreement constitutes the entire
agreement between the parties relating to the acceptance, collection, holding,
investment and disbursement of the Escrow Funds and sets forth in their entirety
the obligations and duties of the Escrow Agent with respect to the Escrow Funds.

     18. Binding Effect.  All of the terms of this Escrow Agreement, as amended
from time to time, shall be binding upon, inure to the benefit of and be
enforceable by the respective successors and assigns of Company and Escrow
Agent.

     19. Execution in Counterparts.  This Escrow Agreement may be executed in
two or more counterparts, which when so executed shall constitute one and the
same agreement.


     20. Termination.  Upon the first to occur of (i) December 15, 2001, (ii)
the disbursement of all amounts in the Escrow Funds in accordance with Section
4(a) or 4(b), or (iii) deposit of all amounts in the Escrow Funds into court
pursuant to Section 5 hereof, this Escrow Agreement shall terminate and Escrow
Agent shall have no further obligation or liability whatsoever with respect to
this Escrow Agreement or the Escrow Funds, except for its obligations under the
last paragraph of Section 4(a).


     21. Dealings.  The Escrow Agent and any stockholder, director, officer or
employee of the Escrow Agent may buy, sell, and deal in any of the securities of
Company and become pecuniarily interested in any transaction in which Company
may be interested, and contract and lend money to Company and otherwise act as
fully and freely as though it were not Escrow Agent under this Agreement.
Nothing herein shall preclude the Escrow Agent from acting in any other capacity
for Company or any other entity.

     IN WITNESS WHEREOF, the parties hereto have caused this Escrow Agreement to
be executed under seal as of the date first above written.

                                          PODS, INC.

                                          a Florida corporation

                                          By:
                                          --------------------------------------

                                          Title:
                                          --------------------------------------


                                          U.S. BANK TRUST NATIONAL ASSOCIATION,
                                          AS ESCROW AGENT


                                          By:
                                          --------------------------------------

                                          Title:
                                          --------------------------------------

[CORPORATE SEAL]

ATTEST:

------------------------------------



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<PAGE>   9

                                   EXHIBIT A

                                   PROSPECTUS

                                        9