EXHIBIT 10.8


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                                ESCROW AGREEMENT

         AGREEMENT made this 7th day of June, 2001 by and among the Issuer whose
name and address appears on the Information  Sheet (as defined herein)  attached
to this  Agreement and  Continental  Stock Transfer & Trust Company (the "Escrow
Agent").

                              W I T N E S S E T H:

         WHEREAS,  the  Issuer  has  filed  with  the  Securities  and  Exchange
Commission  (the  "Commission")  a  registration  statement  (the  "Registration
Statement")   covering  a  proposed  public  offering  of  its  securities  (the
"Securities") as described on the Information Sheet;

         WHEREAS,  the  Issuer,  through  its  officers  and  directors,  and/or
participating  selected dealers proposes to offer the Securities for sale to the
public on a "best  efforts,  all or none"  basis  with  respect  to the  Minimum
Securities  Amount and Minimum  Dollar  Amount and at the price per share all as
set forth on the Information Sheet;

         WHEREAS,  the Issuer  proposes  to  establish  an escrow  account  (the
"Escrow Account"), to which subscription monies which are received by the Escrow
Agent from the Issuer and participating  selected dealers, if any, in connection
with such public offering are to be credited, and the Escrow Agent is willing to
establish  the  Escrow  Account  on the  terms  and  subject  to the  conditions
hereinafter set forth; and

         WHEREAS,  the  Escrow  Agent has an  agreement  with  Chemical  Bank to
establish  a  special  bank  account  (the  "Bank   Account")   into  which  the
subscription  monies,  which are  received  by the  Escrow  Agent for the Issuer
and/or  participating  selected  dealers,  if any,  and  credited  to the Escrow
Account, are to be deposited;

         NOW,  THEREFORE,  in consideration of the premises and mutual covenants
herein contained, the parties hereto hereby agree as follows:

         1. Information  Sheet.  Each capitalized term not otherwise  defined in
this Agreement shall have the meaning set forth for such term on the information
sheet which is attached  to this  Agreement  and is  incorporated  by  reference
herein and made a part hereof (the "Information Sheet").


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         2. Establishment of the Bank Account.

         2.1 The  Escrow  Agent  shall  establish  a  non-interest-bearing  bank
account at the branch of Chemical Bank selected by the Escrow Agent, and bearing
the designation set forth on the Information  Sheet  (heretofore  defined as the
"Bank  Account").  The purpose of the Bank Account is for (a) the deposit of all
subscription  monies (checks,  cash or wire transfers) which are received by the
Issuer and participating  selected dealers, if any, from prospective  purchasers
of the  Securities  and are delivered by the Issuer and  participating  selected
dealers, if any, to the Escrow Agent, (b) the holding of amounts of subscription
monies which are collected through the banking system,  and (c) the disbursement
of collected funds, all as described herein.

         2.2 On or before the date of the  initial  deposit in the Bank  Account
pursuant to this Agreement,  the Issuer shall notify the Escrow Agent in writing
of the effective date of the Registration  Statement (the "Effective Date"), and
the Escrow  Agent  shall not be required to accept any amounts for credit to the
Escrow  Account or for deposit in the Bank Account  prior to its receipt of such
notification.

         2.3 The  Offering  Period,  which  shall be deemed to  commence  on the
Effective  Date,  shall  consist of the number of calendar days or business days
set forth on the Information  Sheet. The Offering Period shall be extended by an
Extension  Period only if the Escrow Agent shall have  received  written  notice
thereof at least five (5) business days prior to the  expiration of the Offering
Period.  The  Extension  Period,  which  shall be deemed to commence on the next
calendar day following the expiration of the Offering Period, or the last day of
the Extension Period (if the Escrow Agent has received written notice thereof as
hereinabove  provided),  is referred to herein as the "Termination Date". Except
as provided in Section 4.3 hereof,  after the  Termination  Date the Underwriter
shall not deposit, and the Escrow Agent shall not accept, any additional amounts
representing payments by prospective purchasers.

         3. Deposits to the Bank Account.

         3.1 The  Issuer  and  participating  selected  dealers,  if any,  shall
promptly  deliver  to the  Escrow  Agent all  monies  which  they  receive  from
prospective  purchasers of the Securities,  which monies shall be in the form of
checks, cash, or wire transfers. Upon the Escrow Agent's receipt of such monies,
they shall be credited to the Escrow Account. All checks delivered to the Escrow
Agent shall be made payable to "Continental  Stock Transfer & Trust Company,  as
Escrow Agent for Guitron  International  Inc.".  Any check payable other than to
the  Escrow  Agent as  required  hereby  shall be  returned  to the  prospective
purchaser, or if the Escrow Agent has insufficient information to do so, then to
the Issuer  (together  with any  Subscription  Information,  as defined below or
other documents delivered  therewith) by noon of the next business day following
receipt of such check by the Escrow Agent, and such check shall be deemed not to
have been delivered to the Escrow Agent pursuant to the terms of this Agreement.


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         3.2  Promptly  after  receiving  subscription  monies as  described  in
Section  3.1,  the Escrow  Agent shall  deposit the same into the Bank  Account.
Amounts of monies so deposited are hereinafter  referred to as "Escrow Amounts".
The Escrow  Agent shall cause  Chemical  Bank to process all Escrow  Amounts for
collection through the banking system.  Simultaneously  with each deposit to the
Escrow  Account,  the  Issuer (or the  participating  selected  dealer,  if such
deposit is made by the selected dealer) shall inform the Escrow Agent in writing
of the name and address of the prospective  purchaser,  the amount of Securities
subscribed  for by such  purchaser,  and the  aggregate  dollar  amount  of such
subscription (collectively, the "Subscription Information").

         3.3 The Escrow  Agent shall not be required to accept for credit to the
Escrow  Account  or for  deposit  into the Bank  Account  checks  which  are not
accompanied by the appropriate Subscription Information. Wire transfers and cash
representing payments by prospective purchasers shall not be deemed deposited in
the  Escrow  Account  until  the  Escrow  Agent  has  received  in  writing  the
Subscription Information required with respect to such payments.

         3.4 The  Escrow  Agent  shall not be  required  to accept in the Escrow
Account any amounts representing payments by prospective purchasers,  whether by
check, cash, or wire, except during the Escrow Agent's regular business hours.

         3.5 Only those Escrow  Amounts,  which have been  deposited in the Bank
Account and which have cleared the banking system and have been collected by the
Escrow Agent, are herein referred to as the "Fund".

         3.6 If the proposed offering is terminated before the Termination Date,
the Escrow Agent shall refund any portion of the Fund prior to  disbursement  of
the Fund in accordance with Article 4 hereof upon instructions in writing signed
by the Issuer.

         4. Disbursement from the Bank Account.

         4.1  Subject to Section 4.3 below,  if by the close of regular  banking
hours on the Termination Date the Escrow Agent determines that the amount in the
Fund is less than the Minimum Dollar Amount or the Minimum Securities Amount, as
indicated by the Subscription Information submitted to the Escrow Agent, then in
either such case,  the Escrow Agent shall  promptly  refund to each  prospective
purchaser the amount of payment  received from such purchaser which is then held
in the Fund or which  thereafter  clears the banking  system,  without  interest
thereon or deduction  therefrom,  by drawing  checks on the Bank Account for the
amount of such payments and transmitting them to the purchasers.  In such event,
the Escrow Agent shall  promptly  notify the Issuer of its  distribution  of the
Fund.


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         4.2  Subject  to Section  4.3 below,  if at any time up to the close of
regular banking hours on the Termination  Date, the Escrow Agent determines that
the  amount  in the Fund is at least  equal to the  Minimum  Dollar  Amount  and
represents the sale of not less than the Minimum  Securities  Amount, the Escrow
Agent shall promptly notify the Issuer of such fact in writing. The Escrow Agent
shall  promptly  disburse  the Fund,  by drawing  checks on the Bank  Account in
accordance  with  instructions  in  writing  signed  by  the  Issuer  as to  the
disbursement of the Fund, promptly after it receives such instructions.

         4.3 If the  Escrow  Agent  or the  Issuer  has on hand at the  close of
business on the Termination Date any uncollected amounts which when added to the
Fund would raise the amount in the Fund to the Minimum Dollar Amount, and result
in the  Fund  representing  the  sale  of the  Minimum  Securities  Amount,  the
Collection  Period  (consisting  of the number of business days set forth on the
Information Sheet) shall be utilized to allow such uncollected  amounts to clear
the banking system.  During the Collection  Period, the Issuer and participating
selected  dealers,  if any,  shall not  deposit,  and the Escrow Agent shall not
accept,  any additional  amounts;  provided,  however,  that such amount as were
received by the Issuer (or the  participating  selected  dealer) by the close of
business on the Termination  Date may be deposited with the Escrow Agent by noon
of the next  business day  following  the  Termination  Date. If at the close of
business on the last day of the Collection  Period an amount sufficient to raise
the amount in the Fund to the Minimum  Dollar  Amount and which would  result in
the Fund  representing  the sale of the  Minimum  Dollar  Amount and which would
result in the Fund representing the sale of the Minimum  Securities Amount shall
not have cleared the banking system,  the Escrow Agent shall promptly notify the
Issuer in writing of such fact and shall promptly return all amounts then in the
Fund,  and any  amounts  which  thereafter  clear  the  banking  system,  to the
prospective purchasers as provided in Section 4.2 hereof.

         4.4 Upon disbursement of the Fund pursuant to the terms of this Article
4, the Escrow  Agent shall be relieved of all further  obligations  and released
from all liability under this Agreement.  It is expressly  agreed and understood
that in no event shall the aggregate amount of payments made by the Escrow Agent
exceed the amount of the Fund.

         5. Rights, Duties and Responsibilities of Escrow Agent.

         It is  understood  and agreed  that the duties of the Escrow  Agent are
purely ministerial in nature, and that:

         5.1 The Escrow Agent shall notify the Issuer,  on a daily basis, of the
Escrow Amounts which have been deposited in the Bank account and of the amounts,
constituting  the Fund,  which have  cleared  the  banking  system and have been
collected by the Escrow Agent.


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         5.2 The Escrow  Agent  shall not be  responsible  for or be required to
enforce any of the terms or conditions  of any agreement  between the Issuer and
participating   selected  dealers,  if  any,  nor  shall  the  Escrow  Agent  be
responsible  for the  performance  by the Issuer of its  obligations  under this
Agreement.

         5.3 The Escrow  Agent  shall not be  required to accept from the Issuer
any Subscription  Information  pertaining to prospective  purchasers unless such
Subscription  Information  is  accompanied  by checks,  cash, or wire  transfers
meeting the  requirements of Section 3.1, nor shall the Escrow Agent be required
to keep records of any information  with respect to the amount of such payments;
however,  the Escrow Agent shall notify the Issuer  within a reasonable  time of
any discrepancy between the amount set forth in any Subscription Information and
the amount  delivered  to the Escrow  Agent  therewith.  Such amount need not be
accepted  for  deposit in the Escrow  Account  until such  discrepancy  has been
resolved.

         5.4 The  Escrow  Agent  shall  be under  no duty or  responsibility  to
enforce  collection of any check  delivered to it  hereunder.  The Escrow Agent,
within a reasonable time, shall return to the Issuer any check received which is
dishonored,   together  with  the  Subscription   Information,   if  any,  which
accompanied such check.

         5.5 The Escrow Agent shall be entitled to rely upon the  accuracy,  act
in  reliance  upon the  contents,  and assume  the  genuineness  of any  notice,
instruction, certificate, signature, instrument or other document which is given
to the Escrow  Agent  pursuant to this  Agreement  without the  necessity of the
Escrow Agent verifying the truth or accuracy thereof. The Escrow Agent shall not
be obligated  to make any inquiry as to the  authority,  capacity,  existence or
identity of any person  purporting to give any such notice or instructions or to
execute any such certificate, instrument or other document.

         5.6 If the  Escrow  Agent  is  uncertain  as to its  duties  or  rights
hereunder or shall receive  instructions  with respect to the Bank Account,  the
Escrow  Amounts or the Fund  which,  in it sole  determination,  are in conflict
either  with other  instructions  received by it or with any  provision  of this
Agreement,  it shall be  entitled  to hold the Escrow  Amounts,  the Fund,  or a
portion thereof,  in the Bank Account pending the resolution of such uncertainty
to the Escrow Agent's sole satisfaction,  by final judgment of a court or courts
of competent jurisdiction or otherwise; or the Escrow Agent, at its sole option,
may deposit the Fund (and any other Escrow Amounts that  thereafter  become part
of the Fund) with the Clerk of a court of competent jurisdiction in a proceeding
to which all  parties in  interest  are  joined.  Upon the deposit by the Escrow
Agent of the Fund  with  the  Clerk of any  court,  the  Escrow  Agent  shall be
relieved of all further obligations and released from all liability hereunder.


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         5.7 The  Escrow  Agent  shall not be  liable  for any  action  taken or
omitted  hereunder,  or for the  misconduct of any  employee,  agent or attorney
appointed by it, except in the case of wilful  misconduct  or gross  negligence.
The Escrow  Agent shall be entitled to consult  with counsel of its own choosing
and shall not be liable  for any  action  taken,  suffered  or  omitted by it in
accordance with the advice of such counsel.

         5.8 The  Escrow  Agent  shall  have no  responsibility  at any  time to
ascertain whether or not any security interest exists in the Escrow Amounts, the
Fund or ant part thereof or to file any  financing  statement  under the Uniform
Commercial Code with respect to the Fund or any part thereof.

         6.  Amendment;  Resignation.  This  Agreement may be altered or amended
only with the  written  consent of the Issuer and the Escrow  Agent.  The Escrow
Agent may resign for any reason upon three (3) business  days written  notice to
the Issuer.  Should the Escrow Agent resign as herein provided,  it shall not be
required to accept any deposit,  make any  disbursement or otherwise  dispose of
the Escrow Amounts until they clear the banking system and the Fund for a period
of not more than five (5) business days  following  the  effective  date of such
resignation,  at which  tine (a) if a  successor  escrow  agent  shall have been
appointed and written  notice  thereof  (including  the name and address of such
successor  escrow agent) shall have been given to the resigning  Escrow Agent by
the Issuer and such  successor  escrow agent,  then the  resigning  Escrow Agent
shall pay over to the successor  escrow agent the Fund, less any portion thereof
previously paid out in accordance  with this Agreement;  or (b) if the resigning
Escrow Agent shall not have received  written  notice signed by the Issuer and a
successor  escrow agent,  then the resigning  Escrow Agent shall promptly refund
the amount in the Fund to each prospective  purchaser,  without interest thereon
or deduction therefrom, and the resigning Escrow Agent shall promptly notify the
Issuer in writing of its liquidation and distribution of the Fund; whereupon, in
either case, the Escrow Agent shall be relieved of all further  obligations  and
released  from  all  liability  under  this  Agreement.   Without  limiting  the
provisions of Section 8 hereof,  the resigning Escrow Agent shall be entitled to
be  reimbursed by the Issuer for any expenses  incurred in  connection  with its
resignation, transfer of the Fund to a successor escrow agent or distribution of
the Fund pursuant to this Section 6.

         7.  Representations  and Warranties.  The Issuer hereby  represents and
warrants to the Escrow Agent that:

         7.1 No  party  other  than  the  parties  hereto  and  the  prospective
purchasers  have,  or shall have,  any lien,  claim or security  interest in the
Escrow Amounts or the Fund or any part thereof.

         7.1 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 Amount or the Fund or any part thereof.


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         7.3 The Subscription  Information submitted with each deposit shall, at
the tine of  submission  and at the time of the  disbursement  of the  Fund,  be
deemed a  representation  and warranty that such deposit  represents a bona fide
payment by the  purchaser  described  therein for the amount of  Securities  set
forth in such Subscription Information.

         7.4 All of the Information contained in the Information Sheet is, as of
the date hereof,  and will be, at the time of any disbursement of the Fund, true
and correct.

         8. Fees and Expenses.  The Escrow Agent shall be entitled to the Escrow
Agent  Fees set  forth on the  Information  Sheet,  payable  as and when  stated
therein.  In addition,  the Issuer  agrees to reimburse the Escrow Agent for any
reasonable expenses incurred in connection with this Agreement,  including,  but
not limited to,  reasonable  counsel  fees.  Upon receipt of the Minimum  Dollar
Amount,  the Escrow  Agent  shall have a lien upon the Fund to the extent of its
fees for services as Escrow Agent.

         9. Indemnification and Contribution.

         9.1 The  Issuer  (herein  referred  to as the  "Indemnitor")  agrees to
indemnify the Escrow Agent and its officers,  directors,  employees,  agents and
shareholders  (collectively referred to as the "Indemnitees")  against, and hold
them  harmless  of and  from,  any and all loss,  liability,  cost,  damage  and
expense,  including  without  limitation,  reasonable  counsel  fees,  which the
Indemnitees  may suffer or incur by reason of any  action,  claim or  proceeding
brought  against the  Indemnitees  arising out of or relating in any way to this
Agreement  or any  transaction  to which this  Agreement  relates,  unless  such
action,  claim or  proceeding  is the result of the willful  misconduct or gross
negligence of the Indemnitees.

         9.2 If the  indemnification  provided for in Section 9.1 is applicable,
but for any reason is held to be unavailable,  the Indemnitor  shall  contribute
such amounts as are just and equitable to pay, or to reimburse  the  Indemnitees
for,  the  aggregate  of any and all  losses,  liabilities,  costs,  damages and
expenses,  including  counsel fees,  actually  incurred by the  Indemnitees as a
result of or in  connection  with,  and any amount  paid in  settlement  of, any
action, claim or proceeding arising out of or relating in any way to any actions
or omissions of the Indemnitor.

         9.3 The  provisions of this Article 9 shall survive any  termination of
this Agreement,  whether by disbursement of the Fund,  resignation of the Escrow
Agent or otherwise.

         10. Governing Law and Assignment.  This Agreement shall be construed in
accordance  with and  governed by the laws of the State of New York and shall be
binding upon the parties  hereto and their  respective  successors  and assigns;
provided,  however,  that any  assignment or transfer by any party of its rights
under this Agreement or with respect to the


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Escrow  Amounts or the Fund shall be void as against the Escrow Agent unless (a)
written  notice  thereof shall be given to the Escrow Agent;  and (b) the Escrow
Agent shall have consented in writing to such assignment or transfer.

         11. Notices.  All notices  required to be given in connection with this
Agreement  shall  be  sent by  registered  or  certified  mail,  return  receipt
requested,  Federal Express or comparable overnight courier, or by hand delivery
with receipt acknowledged,  or by the Express Mail service offered by the United
States Post Office, and addressed, if to the Issuer, at its address set forth on
the  Information  Sheet,  and if to the Escrow  Agent,  at its address set forth
above, to the attention of the Trust Department.

         12. Severability. If any provision of this Agreement or the application
thereof  to any  person or  circumstance  shall be  determined  to be invalid or
unenforceable,  the remaining provisions of this Agreement or the application of
such provision to persons or circumstances  other than those to which it is held
invalid or  unenforceable  shall not be affected  thereby and shall be valid and
enforceable to the fullest extent permitted by law.

         13. Execution in Several  Counterparts.  This Agreement may be executed
in several counterparts or by separate instruments, and all of such counterparts
and instruments  shall  constitute one agreement,  binding on all of the parties
hereto.

         14. Entire Agreement.  This Agreement  constitutes the entire agreement
between  the  parties  hereto  with  respect to the  subject  matter  hereof and
supersedes  all prior  agreements  and  understandings  (written or oral) of the
parties in connection therewith.

         IN WITNESS WHEREOF,  the undersigned have executed this Agreement as of
the date and year first above written.

THE ISSUER                                              CONTINENTAL STOCK
                                                        TRANSFER & TRUST COMPANY

By:/s/ Richard F. Duffy                                 By:/s/ Steven Nelson
   --------------------                                    -----------------
     Richard F. Duffy, President                        Steven Nelson, President


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                                         ESCROW AGREEMENT INFORMATION SHEET

1.       The Issuer

         Name:    Guitron International Inc.
         Address: 38 Place du Commerce, Suite 230, Nuns' Island,
                  Montreal, Quebec, Canada H3E 1T8
         State of incorporation of organization:  Delaware

2.       The Securities
         Description of the Securities to be offered (e.g., shares of
         or warrants for common stock, debentures, units consisting
         shares and warrants, etc.)                  common stock
         Par value, if any                           $.001 par value
         Offering price per share                    $1.00

3.       Minimum  Amounts  Required  for  Disbursement  of  the  Escrow  Account
         Aggregate  dollar  amount  which  must be  collected  before the Escrow
         Account  may be  disbursed  to the  Issuer  ("Minimum  Dollar  Amount")
         $250,000 Total amount of securities which must be subscribed for before
         the Escrow Account may be disbursed to the Issuer ("Minimum  Securities
         Amount") 250,000 shares

4.       Plan of Distribution of the Securities

         Offering Period:           60 calendar days
         Extension Period, if any:  15 calendar days
         Collection Period, if any: 5  business days

5.       Title of Escrow  Account:  Continental  Stock Transfer & Trust Company,
         Escrow Agent for the offering by Guitron International Inc.

6.       Escrow Agent Fees
         Amount due on execution of the Escrow Agreement: $1,000 and $1,000 upon
         completion of the escrow
         Fee for each check disbursed pursuant to the terms of the
         Escrow Agreement: $10
         Fee for each check returned pursuant to the terms of the
         Escrow Agreement: $10

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