Ex. 4.3 - 3

                                   EXHIBIT 4.3
                        FORM OF RULE 419 ESCROW AGREEMENT




                          Letter of Escrow Instructions



To:         First Union National Bank
            Corporate Trust Group
            5847 San Felipe, Suite 1050
            Houston, Texas 77057


      Win or Lose Acquisition Corporation - Rule 419 escrow, First Union
      National Bank Escrow No. ___________

      This Letter of Escrow Instructions to First Union National Bank,
hereinafter called Escrow Agent, shall immediately and automatically become
operative and effective upon the commencement of a public offering of certain
securities of Win or Lose Acquisition Corporation (the "Company") which is
described more fully in the Company's Form S-1 Registration Statement under the
Securities Act of 1933 (Registration No. 333-52414).

      The Company will cause to be delivered, to the Escrow Agent, the papers,
money or property hereinafter described to be held and disposed of by the Escrow
Agent in accordance with the following instructions and upon the terms and
conditions hereinafter set forth, to which the undersigned agree:

1.    ESCROW PURPOSE:

1.1   This Escrow Agreement describes a single party clearing and holding escrow
      that will be established by Win or Lose Acquisition Corporation, of
      Dunedin, Florida, (the "Company") in accordance with the requirements of
      Securities and Exchange Commission Rule419, adopted pursuant to the
      provisions of Section 7(b) of the Securities Act of 1933. The Company and
      the Escrow Agent are the only parties to this Escrow Agreement.

1.2   The Company intends to offer 500,000 shares of its $.001 par value common
      stock (the "Common Stock") to the public at a price of $0.25 per share
      (the "Offering") for a period of 90 days commencing on the effective date
      of the Company's registration statement (the "Offering Period"). During
      the Offering Period, the purpose of the escrow shall be to receive, clear
      and hold subscription payments ("Subscription Funds") from certain persons
      ("Investors") who subscribe to purchase shares of Common Stock in the
      Offering.

1.3   If the Company successfully completes the Offering and sells all 500,000
      shares of Common Stock, the purpose of the escrow shall be to hold, invest
      and ultimately distribute the following property in accordance with the
      terms of Sections 4 through 6 this Escrow Agreement,

(a)       The cash proceeds ("Offering Proceeds") of the Offering that were
          delivered to the Escrow Agent by subscribers during the Offering
          Period, together with any interest earned during the Offering Period;

(b)       An additional $12,500 in cash (the "Stockholders' Contribution") that
          will be delivered to the Escrow Agent by certain affiliates of the
          Company upon the successful completion of the Offering;

(c)       Stock certificates evidencing the ownership of 500,000 shares of the
          Company's $0.001 par value common stock (the "Investor Shares") that
          will be sold to Investors in connection with the Offering and will be
          delivered to the Escrow Agent by the Company upon completion of the
          Offering;.

(d)       Stock certificates evidencing the ownership of 500,000 shares of the
          Company's $0.001 par value common stock (the "Compensation Shares")
          that will be issued from time to time during the term of this Escrow
          and delivered to the Escrow Agent upon issuance.

(e)       Stock certificates evidencing the ownership of 1,500,000 shares of the
          Company's $0.001 par value common stock (the "Founders' Shares") that
          are presently outstanding and will be delivered to the Escrow Agent by
          the stockholders of the Company upon the successful completion of the
          Offering;

1.4   It is expressly acknowledged that the Stockholder Contribution specified
      in Paragraph 1.3(b) is being contributed to the Escrow by the affiliates
      as an inducement to the Investors who purchase Common Stock in connection
      with the Offering. In connection with the delivery of the Stockholder
      Contribution to the Escrow Agent, the persons making such delivery shall
      execute such releases and other documents as the Escrow Agent may deem
      necessary under the circumstances to forever release any claims that such
      affiliates may have for reimbursement or repayment of the Stockholder
      Contribution or any portion thereof.

1.5   This Escrow Agreement constitutes an essential element of the Company's
      proposed public offering of securities and is required by Securities and
      Exchange Commission Rule 419. The parties to this Escrow Agreement shall,
      at all times, conduct all of their activities relating to the Rule 419
      escrow created hereby in strict compliance with the letter and the spirit
      of Rule 419. In the event of any inconsistency between the terms of this
      Escrow Agreement and the requirements of Rule 419, the requirements of
      Rule 419 shall have priority.

2.    ESCROW DEPOSITS:

2.1   During the Offering Period, the Escrow Deposits will be in the form of
      checks, bank wire transfers and other instruments of payment in favor of
      "Win or Lose Acquisition Corporation-Escrow Account."

2.2   The Investors will be instructed to deliver checks and other instruments
      of payment directly to the Escrow Agent together with manually signed
      original Subscription Escrow Agreements and such other documents as may be
      necessary to establish the Investor's name, address and social security
      number, and number of shares purchased to the satisfaction of the Escrow
      Agent. In accordance with Rule 15c2-4 under the Securities Exchange Act of
      1934, the Company agrees to deliver any subscription documents and
      instruments of payment received by it to the Escrow Agent by noon of the
      next business day after receipt thereof

2.3   The Escrow Agent shall accept deposits to the Escrow Account for the
      entire Offering Period, without reference to the amount of Subscription
      Funds then on deposit. Upon deposit, all Subscription Funds will be
      subject to the terms of this Escrow Agreement. The Subscription Funds are
      to be invested by Escrow Agent from time to time in a
      ________________________________ account without further instruction.

2.4   Any checks or other instruments of payment that have been presented for
      payment and have been dishonored are to be presented a second time. Any
      checks or other instruments of payment that have been dishonored twice are
      to be immediately returned to the Investor, with copies to the Company.

3.    FAILURE TO COMPLETE OFFERING:

3.1   In the event that (a) the Escrow Agent has not received and cleared a
      total of $125,000 in Subscription Funds on or before the Termination Date,
      or (b) the Company has not, within three days after the Termination Date,
      delivered a certificate to the Escrow Agent which states that all
      conditions precedent to the closing of the Offering have been satisfied,
      the Escrow Agent shall, within five days after the Termination Date,
      refund to each Investor the Subscription Funds submitted on his behalf,
      together with any interest earned on his Subscription Funds during the
      time the Subscription Funds have been collected and are available for
      investment.

3.2   The Escrow Agent shall distribute all interest earned on the Escrow
      Account to the Investors, pro rata, according to the amount and date of
      each deposit. The Escrow Agent shall mail all refund checks to Investors
      no later than the close of business on the second day after the occurrence
      of an event specified above.

3.3   Notwithstanding any other provision of this Escrow Agreement, the Company
      reserves the right to terminate the Offering at any time and instruct the
      Escrow Agent to return the Subscription Funds to the Investors in
      accordance with the provisions of this Section 3.

4.    SUCCESSFUL COMPLETION OF OFFERING:

4.1   If the collected Subscription Funds on deposit in the escrow are more than
      $125,000 on the Termination Date, the Escrow Agent shall immediately
      prepare a summary compilation that identifies each Investor, states the
      date when the Investor's subscription was received by the Escrow Agent,
      and states the number of shares of common stock subscribed for by
      Investor. Within two days after receipt of the compilation prepared by the
      Escrow Agent, the Company shall reject sufficient subscriptions to
      eliminate any excess subscriptions and reduce the total Subscription Funds
      to exactly $125,000, plus accumulated interest. The Company reserves the
      right to partially reject subscriptions and shall endeavor to reject
      subscriptions in a manner reasonably calculated to result in an even
      distribution of its Common Stock among the Investors. After completing
      this process, the Company shall deliver to the Escrow Agent a definitive
      Investor list that identifies each Investor and states the number of
      shares of Common Stock that will be sold to such Investor.

4.2   Upon receipt of the definitive Investor list prepared by the Company,
      Escrow Agent shall promptly remit to each Investor who has submitted a
      subscription that was rejected in whole or in part by the Company any
      excess Subscription Funds attributable to his subscription, together with
      any interest earned on the Subscription Funds returned to the Investor.
      The Escrow Agent shall mail all refund checks to Investors no later than
      the close of business on the day after its receipt of the definitive
      Investor list.

4.3   After making any refunds required pursuant to the provisions of Paragraph
      4.2, the Escrow Agent shall deliver a final Investor list to the Company.
      The final Investor list shall include detailed information on the identity
      of each Investor (including name, address, telephone number and taxpayer
      ID number), state the number of shares of Common Stock purchased by each
      Investor, and include such other information as may be required to insure
      compliance with the requirements of 12 CFR 330.1 of the Regulations of the
      Federal Deposit Insurance Corporation.

4.4   As soon as practicable after the receipt of the final Investor list, the
      Company will deliver, or cause to be delivered, to the Escrow Agent, stock
      certificates for the Common Stock purchased by Investors. All stock
      certificates shall be registered in the name of the owner thereof and
      contain such other information as the Company and the Escrow Agent deem
      necessary or desirable to comply with the requirements of Securities and
      Exchange Commission Rule 419 and the Regulations of the Federal Deposit
      Insurance Corporation, or otherwise provide for the efficient performance
      of the Escrow Agent's duties hereunder.

4.5   When the Escrow Agent receives the stock certificates specified in
      Paragraph 4.4, it shall examine the stock certificates to confirm that the
      information on the stock certificates agrees in all particulars with the
      information in the final Investor list. In the event of any discrepancy
      between the records of the Escrow Agent and the records of the Company,
      the records of the Escrow Agent shall have priority.

4.6   When (a) the Company has rejected any excess subscriptions, (b) the excess
      Subscription Funds have been returned to the Investors, (c) the Escrow
      Agent has retained exactly $125,000 in Subscription Funds, plus
      accumulated interest, (d) the Escrow Agent has received the Stockholder
      Contribution and all associated releases, (e) the current stockholders of
      the Company have delivered stock certificates for the Founders' Shares to
      the Escrow Agent, (f) the Escrow Agent has confirmed the information on
      the stock certificates specified in Paragraph 4.4, and (g) the Company has
      delivered to the Escrow Agent a certificate that all conditions precedent
      to the final closing of the offering have been satisfied, the Escrow Agent
      shall promptly disburse the sum of Twelve Thousand Five Hundred Dollars
      ($12,500) to the Company. The Escrow Agent shall hold all remaining
      Subscription Funds, together with the Stockholder Contribution and the
      stock certificates, until the funds and stock certificates are distributed
      in accordance with this Escrow Agreement.

4.7   When the Company's board of directors decides to issue all or any part of
      the Compensation Shares that have been included in its registration
      statement, all Stock Certificates representing the ownership of such
      Compensation Shares shall promptly be delivered to the Escrow Agent and
      become subject to the provisions of this Escrow Agreement. All
      certificates for Compensation Shares delivered to the Escrow Agent shall
      be registered in the name of the owner thereof and contain such other
      information as the Company and the Escrow Agent deem necessary or
      desirable to comply with the requirements of Securities and Exchange
      Commission Rule 419, or otherwise provide for the efficient performance of
      the Escrow Agent's duties hereunder.

4.8   The Escrow Funds and all stock certificates delivered to the Escrow Agent
      pursuant to the provisions of this Section 4 shall be held, invested and
      disposed of by Escrow Agent in accordance with the following instructions
      and upon the terms and conditions set forth herein. Notwithstanding any
      other provision of this Escrow Agreement, the owners of Founders' Shares
      and the owners of Compensation Shares shall have no interest in the Escrow
      Funds and shall not participate in any cash distributions from the Escrow.

5.    INVESTMENT OF ESCROW FUNDS

5.1 At all times during the term of the Escrow, the Escrow Funds shall be held
   for the sole benefit of the Investors who shall be named and identified in
   accordance with 12 CFR 330.1 of the regulations of the Federal Deposit
   Insurance Corporation. At all times during the term of the Escrow, the
   records of the Escrow Agent shall show the name and percentage interest of
   each Investor who is a beneficial owner of Escrow Funds. For purposes of this
   provision, the Escrow Agent shall calculate the percentage interest of each
   Investor by dividing the number of shares of Common Stock owned by such
   Investor by 500,000.

5.2 The Escrow Funds may only be invested in (i) an obligation that constitutes
   a "deposit" as that term is defined in section 3(1) of the Federal Deposit
   Insurance Act, (ii) securities of an open-end investment company registered
   under the Investment Company Act of 1940 that holds itself our as a money
   market fund meeting the conditions of paragraphs (c)(2), (c)(3), and (c)(4)
   of Rule 2a-7 under the Investment Company Act, or (iii) securities that are
   direct obligations of, or obligations guaranteed as to principal or interest
   by, the United States.

5.3 All interest earned with respect to the Escrow Funds shall be added to the
   principal thereof and treated as Escrow Funds for all purposes of this Escrow
   Agreement.

5.4 The Escrow Agent, in consultation with the Company, shall allocated the
   Escrow Funds in such a manner as will, in the judgment of the Escrow Agent,
   maximize the annual return on the Escrow Funds, maximize the amount that is
   insured by the United States and/or guaranteed as to principal and interest
   by the United States, and minimize the potential for loss of principal
   through market fluctuations.

5.5 The Escrow Funds shall not be invested in any securities that have a
   scheduled maturity of more than six months from the date of acquisition.

6.    TERMINATION AND DISBURSEMENTS:

6.1   Whenever the provisions of this Section 6 require the Escrow Agent to mail
      a refund check to an Investor, the following provisions shall apply:

(a)         The then current balance of the Escrow Funds shall be allocated
            among the Investors on a per share basis and the Escrow Agent shall
            not be obligated to separately account for interest earned on the
            Escrow Funds.

(b)         The Escrow Agent is authorized to determine the available balance of
            the Escrow Funds on the disbursement date and divide such balance by
            500,000 shares to calculate the amount of cash per share to be
            distributed to Investors.

(c)         Refund checks shall be rounded to the nearest whole cent and any
            overpayment resulting from such rounding shall be payable in cash by
            the Company.

(d)         Refund checks shall be mailed to the Investor entitled thereto
            within five days after the occurrence or nonoccurrence of the event
            that gives rise to the Company's refund obligation.

6.2   If the Company has not negotiated a business combination, filed a
      post-effective amendment to its registration statement, successfully
      completed a reconfirmation offering meeting the requirements of Rule 419
      and closed on the business combination agreement within 18 months after
      the effective date of its registration statement (the "Final Termination
      Date"), the Escrow Agent shall:

(a)         Forward a refund check to each Investor who purchased shares of the
            Company's Common Stock for cash in connection with the Offering.

(b)   Return all stock certificates to the Company for cancellation.

      When all stock certificates and all Escrow Funds have been disbursed in
      accordance with the provisions of this Paragraph 6.2, this Escrow
      Agreement will terminate.

6.2   If the Company negotiates a business combination, files a post-effective
      amendment to its registration statement and conducts a reconfirmation
      offering meeting the requirements of Rule 419; and the terms of such
      offering are not accepted by the holders of the number of shares specified
      in the definitive prospectus included in the Company's post-effective
      amendment, the Company shall immediately notify the Escrow Agent that the
      terms of its reconfirmation offering have been rejected and the Escrow
      Agent shall:

(a)         Forward a refund check to each Investor who purchased shares of the
            Company's Common Stock for cash in connection with the Offering.

(b)   Return all stock certificates to the Company for cancellation.

      When all stock certificates and all Escrow Funds have been disbursed in
      accordance with the provisions of this Paragraph 6.3, this Escrow
      Agreement will terminate.

6.3   If the Company negotiates a business combination, files a post-effective
      amendment to its registration statement and completes a reconfirmation
      offering meeting the requirements of Rule 419 on or before the Final
      Termination Date, the Company shall promptly deliver, or cause to be
      delivered, to the Escrow Agent:

(a)   A copy of the definitive prospectus included in its post-effective
            amendment and used in connection with the reconfirmation offering;

(b)   A schedule setting forth the identity of each person who has delivered
            certificates for Founders Shares to the Escrow Agent;

(c)         A schedule setting forth the identity of each Investor who purchased
            Common Stock for cash in connection with the Offering and has
            reconfirmed his investment in writing in connection with the
            reconfirmation offering;

(d)         A schedule setting forth the identity of each person who received an
            award of Compensation Shares during the term of the Escrow and has
            reconfirmed his investment in writing in connection with the
            reconfirmation offering;

(e)   Copies of all subscription reconfirmation agreements that support the
            schedules specified in subparagraphs (c) and (d) above; and

(f)         A schedule setting forth the identity of each Investor and each
            owner of Compensation Shares who has refused or failed to execute a
            reconfirmation agreement within the time limits specified in the
            definitive prospectus.

6.4   Upon receipt of the documentation specified in Paragraph 6.3, the Escrow
      Agent shall:

(a)         Mail a refund check to each Investor who purchased Common Stock for
            cash in connection with the Offering and refused or failed to
            execute a reconfirmation agreement within the time limits specified
            in Rule 419 and the definitive prospectus;

(b)         Return to the Company all stock certificates registered in the names
            of Investors who purchased Common Stock for cash in connection with
            the Offering and refused or failed to execute a reconfirmation
            agreement within the time limits specified in the definitive
            prospectus;

(c)         Return to the Company all stock certificates registered in the names
            of persons who received an award of Compensation Shares during the
            term of the Escrow and refused or failed to execute a reconfirmation
            agreement within the time limits specified in the definitive
            prospectus.

6.5   If the Company satisfies the conditions of Paragraph 6.3, actually closes
      the business combination described in the post-effective amendment to its
      registration statement and delivers to the Escrow Agent a Certificate
      signed by the President and Secretary that all conditions precedent to the
      final release of Escrow Funds set forth in Rule 419(e)(3) have been
      satisfied, the Escrow Agent shall:

(a)         Mail a stock certificate to each Investor who purchased Common Stock
            for cash in connection with the Offering and subsequently executed a
            reconfirmation agreement;

(b)         Mail a stock certificate to each person who received an award of
            Compensation Shares during the term of the Escrow and subsequently
            executed a reconfirmation agreement;

(c)         Mail a stock certificate to each holder of Founders' Shares who
            delivered such shares to the Escrow Agent in connection with the
            establishment of the Escrow; and

(d)   Transfer all remaining Escrow Funds to such account as may be specified
            by the Company

      When all stock certificates and all Escrow Funds deposited with the Escrow
      Agent have been disbursed in accordance with the provisions of this
      Paragraph 6.5, this Escrow Agreement will terminate.

7.    NO MODIFICATION:

7.1   After the deposit of the Stockholder Contribution, these instructions
      shall not be modified, rescinded or amended without the written consent of
      each Investor who may be adversely affected by such modification,
      rescission or amendment.

8.    GENERAL PROVISIONS:

8.1   All parties understand and agree that Escrow Agent is not a principal,
      participant, or beneficiary of the underlying transaction that
      necessitates this Escrow Agreement. The Escrow Agent shall be obligated
      only for the performance of such duties as are specifically set forth
      herein and may rely and shall be protected in acting or refraining from
      acting on any instrument believed by it to be genuine and to have been
      signed or presented by the proper party or parties, their officers,
      representatives or agents. The Escrow Agent shall not be liable for any
      action taken or omitted by it in good faith and believed by it to be
      authorized hereby, nor for action taken or omitted by it in accordance
      with the advice of its counsel. Escrow Agent shall be responsible for
      holding, investing and disbursing the Escrowed Assets pursuant to the
      Escrow Agreement, but in no event shall be liable for any exemplary or
      consequential damages in excess of Escrow Agent's fee hereunder.

8.2   Unless otherwise provided herein, the Escrow Agent shall accept the
      Escrowed Assets pursuant to the Escrow Agreement and invest such assets at
      the written request of the parties hereto specifying with particularity or
      by accompanying schedule the type and identity of the assets to be
      deposited. Acceptance of the Escrowed Assets shall be communicated by
      Escrow Agent to parties by account statement or otherwise in writing as
      soon as practicable after receipt, and any discrepancies shall be noted to
      Escrow Agent by the parties in writing within forty five (45) days of
      receiving such communication. Failure to note any discrepancies shall be
      deemed confirmation of the description of Escrowed Assets listed on the
      report regardless of any variations from the original schedule. Any
      request to invest assets shall be in writing or facsimile and specify the
      type of investment to be made, the maturity date, and the principal amount
      to be invested. The Escrow Agent shall not be liable for delay or failure
      to invest funds without written instructions or for losses on any
      investments made by it pursuant to and in compliance with such
      instructions.

8.3   Should any controversy arise between the undersigned with respect to this
      Escrow Agreement or with respect to the right to receive the Escrowed
      Assets, Escrow Agent shall have the right to consult counsel and/or to
      institute a bill of interpleader in any court of competent jurisdiction to
      determine the rights of the parties. In the event it is a party to any
      dispute, Escrow Agent shall have the additional right to refer such
      controversy to binding arbitration. Should such actions be necessary, or
      should Escrow Agent become involved in litigation in any manner whatsoever
      on account of this Escrow Agreement of the Escrowed Assets made hereunder,
      the undersigned hereby bind and obligate themselves, their heirs and legal
      representatives to pay Escrow Agent, in addition to any charge made
      hereunder for acting as Escrow Agent, reasonable attorney's fees incurred
      by Escrow Agent, and any other disbursements, expenses, losses, costs and
      damages in connection with and resulting from such actions.

8.4   The Escrow Agent shall have no liability under, or duty to inquire beyond
      the terms and provisions of the Escrow Agreement, and it is agreed that
      its duties are purely ministerial in nature, and that the Escrow Agent
      shall incur no liability whatsoever except for willful misconduct or gross
      negligence so long as it has acted in good faith. The Escrow Agent shall
      not be bound by any modification, amendment, termination, cancellation,
      rescission or supersession of this Escrow Agreement unless the same shall
      be in writing and signed by all of the other parties hereto and, if its
      duties as Escrow Agent hereunder are affected thereby, unless it shall
      have given prior written consent thereto.

8.5   The Escrow Agent may at any time resign hereunder by giving written notice
      of its resignation to the other parties hereto, at their address set forth
      herein, at least ten (10) days prior to the date specified for such
      resignation to take effect, and upon the effective date of such
      resignation, the Escrowed Assets hereunder shall be delivered to such
      person as may be designated in writing by the appropriate parties
      executing this Escrow Agreement, whereupon all the Escrow Agent's
      obligations hereunder shall cease and terminate. The Escrow Agent's sole
      responsibility until such termination shall be to keep safely all Escrowed
      Assets and to deliver the same to a person designated by the appropriate
      parties executing this Escrow Agreement or in accordance with the
      directions of a final order or judgment of a court of competent
      jurisdiction.

8.6   The parties agree to indemnify, defend and hold the Escrow Agent harmless
      from and against any and all loss, damage, tax, liability and expense that
      may be incurred by the Escrow Agent arising out of or in connection with
      its acceptance or appointments as Escrow Agent hereunder, including costs
      and expenses of defending itself against any claim or liability in
      connection with its performance hereunder.

8.7   The parties jointly and severally agree to pay to the Escrow Agent its
      fees for the services rendered pursuant to the provisions of this Escrow
      Agreement and will reimburse the Escrow Agent for reasonable expenses,
      including reasonable attorney's fees incurred in connection with the
      negotiations, drafting and performance of such services. Except as
      otherwise noted, this fee covers account acceptance, set up and
      termination expenses; plus usual and customary related administrative
      services such as safekeeping, investment and payment of funds specified
      herein or in the exhibits attached. Activities requiring excessive
      administrator time or out-of-pocket expenses such as optional substitution
      of collateral or securities shall be deemed extraordinary expenses for
      which related costs, transaction charges, and additional fees will be
      billed at Escrow Agent's standard charges for such items. A fee schedule
      has been provided to all parties to this Escrow.

8.8   Escrow Agent is hereby given a lien on all Escrowed Assets for all
      indebtedness that may become owing to Escrow Agent hereunder, which lien
      may be enforced by Escrow Agent by setoff or appropriate foreclosure
      proceedings.

8.9   The parties warrant to the Escrow Agent that there are no Federal, State
      or local tax liability or filing requirements whatsoever concerning the
      Escrow Agent's actions contemplated hereunder and warrant and represent to
      the Escrow Agent that the Escrow Agent has no duty to withhold or file any
      report of any tax liability under any Federal of State income tax, local
      or State property tax, local or State sales or use taxes, or any other tax
      by any taxing authority. The parties hereto agree to jointly and severally
      indemnify the Escrow Agent fully for any tax liability, penalties or
      interest incurred by the Escrow Agent arising hereunder and agree to pay
      in full any such tax liability together with penalty and interest if any
      tax liability is ultimately assessed against the Escrow Agent for any
      reason as a result of its action hereunder (except for the Escrow Agent's
      individual income tax liability arising from its income fees).

8.10  The Escrow Agent shall have no liability for loss arising from any cause
      beyond its control, including, but not limited to, the following: (a) the
      act, failure or neglect of any agent or correspondent selected by the
      Escrow Agent or the parties hereto; (b) any delay, error, omission or
      default connected with the remittance of funds; (c) any delay, error,
      omission or default of any mail, telegraph, cable or wireless agency or
      operator; (d) the acts or edicts of any government or governmental agency
      or other group or entity exercising governmental powers.

8.11  This Escrow Agreement shall be governed by and construed in accordance
      with the laws of the State of Texas. The parties hereto expressly waive
      such duties and liabilities, it being their intent to create solely an
      agency relationship and hold the Escrow Agent liable only in the event of
      its gross negligence or willful misconduct in order to obtain the lower
      fee schedule rates as specifically negotiated with the Escrow Agent.

9.    NOTICES:

9.1   All notices, demands, requests or payments provided for or given pursuant
      to this Escrow must be in writing or facsimile. All such notices shall be
      deemed to have been properly given or served by personal delivery or by
      depositing the same in the United States mail addressed to the person
      entitled to receive such notice at the address set forth below.

      To the Company:                     To the Escrow Agent:
         Sally A. Fonner, President          First Union National Bank
         Win or Lose Acquisition Corporation          Corporate Trust Group
         1268 Bayshore Boulevard             5847 San Felipe, Suite 1050
         Dunedin, Florida 34698              Houston, Texas 77057

9.2   All notices shall be effective when received.

     Approved and accepted by the Parties this ________ day of ____________,
2001.


Win or Lose Acquisition Corporation       First Union National Bank






By:                                       By:
   ---------------------------------         ---------------------------------
   Sally A. Fonner, President                (Name and Title of Signatory)