ESCROW AGREEMENT

THIS ESCROW AGREEMENT (this "Agreement") is made and entered into
as of June 8, 2000, by and May Davis Group, a Maryland
corporation (the "Placement Agent"), Majestic Companies, Ltd., a
Nevada Corporation (the "Company"), and First Union National
Bank, a national banking association, as Escrow Agent hereunder
(the "Escrow Agent").

                           Background

WHEREAS, the Company and the Placement Agent have entered
into a Placement Agency Agreement (the "Placement Agency
Agreement"), dated as of June 8, 2000, pursuant to which the
Company proposes to offer for sale to investors ("Investors")
through the Placement Agent on a "best efforts, all or none"
basis 50 Shares of Series A Preferred Stock, no par value per
share (the "Securities") resulting in gross proceeds to the
Company of $520,000 (the "Proceeds").  The Securities will be
sold to investors pursuant to a Securities Purchase Agreement
(the "Securities Purchase Agreement") between the Company and
each Investor listed on Schedule I thereto.  The Securities
Purchase Agreement provides that the Investor shall deposit the
purchase price of the Securities purchased pursuant to the
Securities Purchase Agreement in a segregated escrow account to
be held by Escrow Agent in order to effectuate a disbursement of
the $520,000 to the Company at a closing to be held as set forth
in the Securities Purchase Agreement. (the "Closing")

WHEREAS, the Placement Agent intends to sell the Securities
as the Company's agent on a "best efforts, all-or-none" basis
(the "Offering").

WHEREAS, Escrow Agent has agreed to accept, hold, and
disburse the funds deposited with it in accordance with the terms
of this agreement .

WHEREAS, in order to establish the escrow of funds and to
effect the provisions of the Securities Purchase Agreement, the
parties hereto have entered into this Agreement.

NOW THEREFORE, in consideration of the foregoing, it is
hereby agreed as follows:

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

(a)  "Escrow Funds" shall mean the funds deposited with the
Escrow Agent pursuant to this Agreement, which funds shall
include, without limitation, the sum of up to $520,000.

(b)  "Joint Written Direction" shall mean a written direction
executed by the Placement Agent and the Company directing Escrow
Agent to disburse all or a portion of the Escrow Funds or to take
or refrain from taking any action pursuant to this Agreement.

(c)  "Escrow Period" shall begin with the commencement of the
Offering and shall terminate upon the earlier to occur of the
following dates:

(i)  The date upon which the Escrow Agent confirms that it has
received in the Escrow Account all of the Proceeds;

(ii)  The expiration of ten (10) days from the date of
commencement of the Offering (unless extended by mutual written
agreement between the Company and the Placement Agent with a copy
of such extension to the Escrow Agent); or

(iii)  The date upon which a determination is made by the Company
and the Placement Agent to terminate the Offering prior to the
sale of all the Securities.

During the Escrow Period, the Company and the Placement Agent are
aware that they are not entitled to any funds received into
escrow and no amounts deposited in the Escrow Account shall
become the property of the Company or the Placement Agent or any
other entity, or be subject to the debts of the Company or the
Placement Agent or any other entity.

2.  Appointment of and Acceptance by Escrow Agent.  The Placement
Agent and the Company hereby appoint Escrow Agent to serve as
Escrow Agent hereunder.  Escrow Agent hereby accepts such
appointment and, upon receipt by wire transfer of the Escrow
Funds in accordance with Section 3 below, agrees to hold, invest
and disburse the Escrow Funds in accordance with this Agreement.

3.  Creation of Escrow Funds. On or prior to the date of the
commencement of the Offering, the parties shall establish an
escrow account with the Escrow Agent, which escrow account shall
be entitled as follows: Majestic Companies, Ltd./May Davis Group,
Inc. Escrow Account for the deposit of the Escrow Funds.  The
Placement Agent will instruct subscribers to wire funds to the
account of the Escrow Agent as follows:

Bank: First Union National Bank of New Jersey
Routing # 031201467
Account # 2020000659170
Name on Account: Butler Gonzalez, LLP/First Union Escrow Account
Name on Sub-Account:  Majestic Companies, Ltd.,/May Davis Group, Inc.
Escrow account
Reference Sub-Account # 1109-00
Attn:  Robert Mercado (732) 452-3005
       Carmela Agugliaro (732) 452-3005

Only wire transfers shall be accepted.

4.  Deposits into the Escrow Account. The Placement Agent agrees
that it shall promptly deliver all monies received from
subscribers for the payment of the Securities to the Escrow Agent
for deposit in the Escrow Account.

5.  Disbursements from the Escrow Account.

(a)  At such time as Escrow Agent has collected and deposited
instruments of payment in the total amount of the Proceeds,
Escrow Agent shall notify the Company and the Placement Agent.
The Escrow Agent will continue to hold such funds until Placement
Agent and Company execute a Joint Written Direction directing the
Escrow Agent to disburse the Proceeds pursuant to a closing
statement signed by the Company (the "Closing Statement"). In
disbursing such funds, Escrow Agent is authorized to rely upon
such Closing Statement from Company and may accept any signatory
from the Company listed on the signature page to this Agreement
and any signature from the Placement Agent that Escrow Agent
already has on file.

In the event the Escrow Agent does not receive the minimum
deposits from the investors totaling $520,000 prior to the
expiration of the Escrow Period (the "Minimum Deposits"), the
Escrow Agent shall notify the Company and the Placement Agent.
Upon receipt of payment instructions from the Company, the Escrow
Agent shall refund to each subscriber without interest the amount
received from each investor, without deduction, penalty, or
expense to the subscriber. The purchase money returned to each
subscriber shall be free and clear of any  and all claims of the
Company, the Placement Agent or any of their  creditors.

In the event the Escrow Agent does receive deposits totaling the
Minimum Deposits prior to expiration of the Escrow Period, in no
event will the Escrow Funds be released to the Company until such
amount is received by the Escrow Agent in collected funds. For
purposes of this Agreement, the term "collected funds" shall mean
all funds received by the Escrow Agent which have cleared normal
banking channels and are in the form of cash.

6. Collection Procedure. The Escrow Agent is hereby
authorized to forward each wire for collection and, upon
collection of the proceeds of each wire deposit the collected
proceeds in the Escrow Account.

Any wires returned unpaid to the Escrow Agent shall be returned
to the Placement Agent. In such cases, the Escrow Agent will
promptly notify the Company for such return.

If the Company rejects any subscription for which the Escrow
Agent has already collected funds, the Escrow Agent shall
promptly issue a refund check or wire to the rejected subscriber.
If the Company rejects any subscription for which the Escrow
Agent has not yet collected funds but has submitted the
subscriber's wire for collection, the Escrow Agent shall promptly
issue a check or wire the amount of the subscriber's wire to the
rejected subscriber after the Escrow Agent has cleared such
funds. If the Escrow Agent has not yet submitted a rejected
subscriber's wire for collection, the Escrow Agent shall promptly
remit the subscriber's wire directly to the subscriber. The
Company shall provide payment instructions to the Escrow Agent.

7.  Suspension of Performance: Disbursement Into Court.  If at
any time, there shall exist any dispute between the Company and
the Placement Agent with respect to 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
the parties have not within 30 days of the furnishing by Escrow
Agent of a notice of resignation pursuant to Section 9 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 (including
without limitation any disbursement 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 be appointed (as the case may be);
provided however, Escrow Agent shall continue to invest the
Escrow Funds in accordance with Section 9 hereof; and/or

(b)  petition (by means of an interpleader action or any other
appropriate method) any court of competent jurisdiction in any
venue convenient to Escrow Agent, for instructions with respect
to such dispute or uncertainty, and to the extent required by
law, pay into such court, for holding and disposition in
accordance with the instructions of such court, all funds held by
it in the Escrow Funds, after deduction and payment to Escrow
Agent of all fees and expenses (including court costs and
attorneys' fees) payable to, incurred by, or expected to be
incurred by Escrow Agent in connection with performance of its
duties and the exercise of its rights hereunder.

(c)  Escrow Agent shall have no liability to the Company, the
Placement Agent, or any person with respect to any such
suspension of performance or disbursement into court,
specifically including any liability or claimed liability that
may arise, or be alleged to have arisen, our of or as a result of
any delay in the disbursement of funds held in the Escrow Funds
or any delay in with respect to any other action required or
requested of Escrow Agent.

8.  Investment of Escrow Funds. The Escrow Agent shall deposit the
Escrow Funds in a non interest bearing money market account.

If Escrow Agent has not received a Joint Written Direction at any
time that an investment decision must be made, Escrow Agent shall
invest the Escrow Fund, or such portion thereof, as to which no
Joint Written Direction has been received, in investments
described above.  The foregoing investments shall be made by the
Escrow Agent.  Notwithstanding anything to the contrary
contained, Escrow Agent may, without notice to the parties, 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 Joint
Written Direction received by Escrow Agent with respect to
investment of any funds in the Escrow Funds after ten o'clock,
a.m., New York, New York 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 New Jersey are open for
business.

9.  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 the parties or
may be removed, with or without cause, by the parties, acting
jointly, by furnishing a Joint Written Direction to Escrow Agent,
at any time by the giving of ten (10) days' prior written notice
to Escrow Agent as provided herein below.  Upon any such notice
of resignation or removal, the representatives of the Placement
Agent and the Company identified in Sections 13a.(iv) and
13b.(iv), below, jointly 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 $10,000,000.00.  Upon the acceptance in writing of
any appointment of 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 retiring Escrow Agent, and the retiring 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 retiring 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.  The retiring Escrow
Agent shall transmit all records pertaining to the Escrow Funds
and shall pay all funds held by it in the Escrow Funds to the
successor Escrow Agent, after making copies of such records as
the retiring Escrow Agent deems advisable and after deduction and
payment to the retiring Escrow Agent of all fees and expenses
(including court costs and attorneys' fees) payable to, incurred
by, or expected to be incurred by the retiring Escrow Agent in
connection with the performance of its duties and the exercise of
its rights hereunder.

10.  Liability of Escrow Agent.

(a)  Escrow Agent shall have no liability or obligation with
respect to the Escrow Funds 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 Agreement.  Escrow Agent shall have no implied duties or
obligations and shall not be charged with knowledge or notice o
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 conform to the provisions of this Agreement.  In no
event shall Escrow Agent be liable for incidental, indirect,
special, consequential or punitive damages.  Escrow Agent shall
not be obligated to take any legal action or commence any
proceeding in connection with the Escrow Funds, any account in
which Escrow Funds are deposited, this Agreement or the
Securities Purchase Agreement, or to appear in, prosecute or
defend any such legal action or proceeding.  Escrow Agent may
consult legal counsel selected by it in any event of any dispute
or question as to construction of any of the provisions hereof or
of any other agreement or its duties hereunder, or relating to
any dispute involving any party hereto, and shall incur no
liability and shall be fully indemnified from any liability
whatsoever in acting in accordance with the opinion or
instructions of such counsel.  The Company and the Placement
Agent  jointly and severally shall promptly pay, upon demand, the
reasonable fees and expenses of any such counsel.

(b)  The Escrow Agent is hereby 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
any case any order judgment or decree shall be made or entered by
any court affecting such property or ay 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 its binding upon 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.

11.  Indemnification of Escrow Agent. From and at all times
after the date of this Agreement, the parties jointly and
severally, shall, to the fullest extent permitted by law and to
the extent provided herein, indemnify and hold harmless 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 attorney's 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 the
parties to this Agreement, 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 Agreement or any
transaction contemplated herein, whether or not any such
Indemnified Party is a party to any such action or 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 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 the Company and the
Placement Agent  hereunder in writing, and the Placement Agent
and the 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 and to participate in the defense thereof, and the
fees and expenses of such counsel shall be paid by such
Indemnified Party, except that the Placement Agent and/or the
Company shall be required to pay such fees and expense if (a) the
Placement Agent or the Company agree to pay such fees and
expenses, or (b) the Placement Agent and/or the Company shall
fail to assume the defense of such action or proceeding or shall
fail, in the sole discretion of such Indemnified Party, to employ
counsel satisfactory to the Indemnified Party in any such action
or proceeding, (c) the Placement Agent and the Company is the
plaintiff in any such action or proceeding or (d) the named or
potential parties to any such action or proceeding (including any
potentially impleaded parties) include both Indemnified Party the
Company and/or the Placement Agent Indemnified Party shall have
been advised by counsel that there may be one or more legal
defenses available to it which are different from or additional
to those available to the Company or the Placement Agent.  The
Placement Agent and the Company shall be jointly and severally
liable to pay fees and expenses of counsel pursuant to the
preceding sentence, except that any obligation to pay under
clause (a) shall apply only to the party so agreeing.  All such
fees and expenses payable by the Company and/or the Placement
Agent 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 obligations of the
parties under this section shall survive any termination of this
Agreement, and resignation or removal of the Escrow Agent shall
be independent of any obligation of Escrow Agent.

The parties agree that neither payment by the Company or the
Placement Agent of any claim by Escrow Agent for indemnification
hereunder shall impair, limit, modify, or affect, as between the
Placement Agent and the Company, the respective rights and
obligations of Placement Agent, on the one hand, and the Company,
on the other hand, under the Placement Agency Agreement.

12.  Expenses of Escrow Agent.  The Company shall reimburse
Escrow Agent for all of its reasonable out-of-pocket expenses,
including attorneys fees, travel expenses, telephone and
facsimile transmission costs, postage (including express mail and
overnight delivery charges), copying charges and the like.  All
of the compensation and reimbursement obligations set forth in
this Section shall be payable by the Company, upon demand by
Escrow Agent.  The obligations of the Company under this Section
shall survive any termination of this Agreement and the
resignation or removal of Escrow Agent.

13.  Warranties.

(a)  Placement Agent makes the following representations and
warranties to Escrow Agent:

(i)  Placement Agent and has full power and authority to execute
and deliver this Escrow Agreement and to perform its obligations
hereunder.

(ii)  This Escrow Agreement has been duly approved by all
necessary corporate action of Placement Agent, including any
necessary shareholder approval, has been executed by duly
authorized officers of the Placement Agent, enforceable in
accordance with its terms.

(iii)  The execution, delivery, and performance of the
Placement Agent of this Agreement will not violate, conflict
with, or cause a default under the certificate of incorporation
or bylaws of Placement Agent, any applicable law or regulation,
any court order or administrative ruling or degree to which the
Placement Agent is a party or any of its property is subject, or
any agreement, contract, indenture, or other binding arrangement.

(iv)  Michael Jacobs has been duly appointed to act as the
representative of the Placement Agent hereunder and has full
power and authority to execute, deliver, and perform this Escrow
Agreement, to execute and deliver any Joint Written Direction, to
amend, modify, or waive any provision of this Agreement, and to
take any and all other actions as the Placement Agent's
representative under this Agreement, all without further consent
or direction form, or notice to, the Placement Agent or any other
party.

(v)  No party other than the parties hereto and the Investors
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.

(vi)  All of the representations and warranties of the Placement
Agent contained herein are true and complete as of the date
hereof and will be true and complete at the time of any
disbursement from the Escrow Funds.

(b)  The Company makes the following representations and
warranties to Escrow Agent:

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

(ii)  This Escrow Agreement has been duly approved by all
necessary corporate action of the Company, including any
necessary shareholder approval, has been executed by duly
authorized officers of the Company, enforceable in accordance
with its terms.

(iii)  The execution, delivery, and performance by the Company
of this Escrow Agreement is in accordance with the Securities
Purchase Agreement and will not violate, conflict with, or cause
a default under the certificate of incorporation or bylaws of the
Company, any applicable law or regulation, any court order or
administrative ruling or decree to which the Company is a party
or any of its property is subject, or any agreement, contract,
indenture, or other binding arrangement, including without
limitation to the Securities Purchase Agreement, to which the
Company is a party or any of its land is subject.

(iv)  Francis Zubrowski has been duly appointed to act as the
representatives of the Company hereunder and have individually
full power and authority to execute, deliver, and perform this
Escrow Agreement, to execute and deliver any Joint Written
Direction, to amend, modify or waive any provision of this
Agreement and to take all other actions as the Company's
Representative under this Agreement, all without further consent
or direction from, or notice to, the Company or any other party.

(v)  No party other than the parties hereto and the Investors
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.

(vi)  All of the representations and warranties of the Company
contained herein are true and complete as of the date hereof and
will be true and complete at the time of any disbursement from
the Escrow Funds.

14.  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 District of New Jersey
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 Division
of New Jersey, Chancery Division of Essex County 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 the service of
process to vest personal jurisdiction over them in any of these
courts.

15.  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 delivered to any overnight courier, or when transmitted by
facsimile transmission and addressed to the party to be notified
as follows:

If to Placement Agent, to:

The May Davis Group, Inc.
One World Trade Center
New York, NY 10048
Attention: Michael Jacobs
Facsimile: (212) 775-7400

With Copy to:

Butler Gonzalez, LLP
1000 Stuyvesant Avenue
Suite #6
Union, NJ  07083
Attention: David Gonzalez, Esq.
Facsimile: (908) 810-0973

If to Company, to:

Majestic Companies, Ltd.
8880 Rio San Diego Drive - 8th Floor
San Diego, CA 92108
Attention: President
Facsimile: (619) 209-6078

With a copy to:

Law Offices of Marc R. Tow
3900 Birch Street
Suite 113
Newport Beach, CA  92550
Attention: James DeOlden, Esq.
Facsimile: (202) 659-1290

If to Escrow Agent, to:

First Union National Bank,
407 Main Street
Metuchen, NJ 08840
Attention: Robert Mercado
           Carmela Agugliaro
Facsimile Number: (732) 452-3005

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

16.  Amendment or Waiver. This Agreement may be changed, waived,
discharged or terminated only by a writing signed by the parties
of the Escrow Agent.  No delay or omission by any party in
exercising any right with respect hereto shall operate as 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.

17.  Severability.  To the extent any provision of this 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 Agreement.

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

19.  Entire Agreement. This Agreement constitutes the entire
Agreement between the parties relating to the 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.

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

21.  Execution of Counterparts.  This Agreement and any Joint
Written Direction may be executed in counter parts, which when so
executed shall constitute one and same agreement or direction.

22.  Termination. Upon the first to occur of the
disbursement of all amounts in the Escrow Funds pursuant to Joint
Written Directions or the disbursement of all amounts in the
Escrow Funds into court  pursuant to Section 5 hereof, this
Agreement shall terminate and Escrow Agent shall have no further
obligation or liability whatsoever with respect to this Agreement
or the Escrow Funds.

IN WITNESS WHEREOF the parties have hereunto set their hands and
seals the day and year above set forth.

ESCROW AGENT:
FIRST UNION NATIONAL BANK


By: /s/  Robert Mercado
Name: Robert Mercado
Title: As Agent

PLACEMENT AGENT:

MAY DAVIS GROUP, INC.


By: /s/  Michael Jacobs
Name: Michael Jacobs
Title: Managing Director

COMPANY:

MAJESTIC COMPANIES, LTD.


By: /s/  Francis Zubrowski
Name: Francis Zubrowski
Title: President and Chief Executive Officer