10.5


                                ESCROW AGREEMENT

         ESCROW  AGREEMENT dated as of April 30, 2003,  among SOMMER & SCHNEIDER
LLP, a limited liability partnership,  as escrow agent ("Escrow Agent"),  HUMANA
TRANS  SERVICES  HOLDING CORP.,  its  subsidiaries,  affiliates,  successors and
assigns ("Corporate  Pledgor"),  a Delaware  corporation whose office address is
337 Glengarry Lane,  State College,  Pennsylvania  16801,  JAMES W. ZIMBLER,  an
individual  whose  principal  address  is 337  Glengarry  Lane,  State  College,
Pennsylvania 16801 ("Pledgor" and collectively with the Corporate  Pledgor,  the
"Pledgors")  and NATIONAL  MANAGEMENT  CONSULTING  INC., a Delaware  corporation
whose office address is 545 Madison Avenue,  6th Floor, New York, New York 10022
(the Pledgee").

         WHEREAS, Humana Trans Services Group, Ltd., a New York corporation (the
"Company")  is presently  engaged in the  business of  providing  transportation
related  services  to a range of  companies  and the  Company is a  wholly-owned
subsidiary of Pledgee; and

         WHEREAS, the Corporate Pledgor wishes to purchase all the shares of the
Company (the "Humana Shares") from Pledgee; and

         WHEREAS, the Pledgee desires to sell its Humana Shares to the Corporate
Pledgor  for a  purchase  price of  $255,000  and other  consideration  of which
$25,000  will be paid at the closing  and the balance of $230,000  shall be paid
pursuant to the terms of that certain secured promissory note (the "Note"); and

         WHEREAS,  the  Corporate  Pledgor and the Pledgor who is the  principal
officer  and  shareholder  of the  Corporate  Pledgor,  have  agreed  to  pledge
securities owned by each of them to the Pledgee to be held in escrow pursuant to
the terms of that certain  Pledge  Agreement  among the Corporate  Pledgor,  the
Pledgor and the Pledgee (the "Pledge  Agreement")  as security for the repayment
of the Note; and

         WHEREAS,  the Pledgor is presently  employed by the Company pursuant to
that certain employment agreement dated as of March 1, 2003 (the "JWZ Employment
Agreement") and presently owns 2,250,000 shares of common stock of Pledgee; and

         WHEREAS,  Pledgor will terminate the JWZ Employment  Agreement and will
return  1,750,000 shares of common stock of Pledgee owned by Pledgor to Pledgee,
waive  any  right  to  proceeds  of  shares  of  Pledgee  common  stock or other
securities  held by Michael Krome on JWZ or Sentry  Capital  Management,  Inc.'s
behalf, procure the release of Pledgee from any obligation to deliver any shares
of the Pledgee's common stock to Company employees (the "Settlement Agreement");
and


                                       1
<PAGE>

         WHEREAS,  in  conjunction  with the  termination  of the JWZ Employment
Agreement,  the Pledgor will enter into a consulting  agreement with the Pledgee
to provide  introductions  on a non-exclusive  basis to Pledgee with regard to a
variety of potential corporate transactions with compensation to be set forth in
such  consulting   agreement  (the   "Consulting   Agreement")  (the  Settlement
Agreement,  Stock  Purchase  Agreement,  Pledge  Agreement,  Note and Consulting
Agreement shall be referred to collectively as the "Ancillary Agreements").

         NOW, THEREFORE,  for good and valuable consideration,  the adequacy and
receipt  of which are  hereby  acknowledged,  the  parties  do  hereby  agree as
follows;

         1.       DEFINITIONS.  All  capitalized  terms  not  otherwise  defined
                  herein shall have the meanings  ascribed to them in the Pledge
                  Agreement.

         2.       APPOINTMENT. The Escrow Agent shall act as the escrow agent as
                  set  forth  herein,  and as such  shall  receive,  acknowledge
                  receipt,  retain, release and deliver the Escrow Documents (as
                  defined in  Section  4(b)) on the  terms,  and  subject to the
                  conditions, set forth herein.

         3.       RIGHTS, DUTIES AND IMMUNITIES.

                    (a)  The duties and obligations of the Escrow Agent shall be
                         determined  solely by the  express  provisions  of this
                         Agreement.  The Escrow Agent shall not be liable except
                         for the  performance of such duties and  obligations as
                         are  specifically  set  out in this  Agreement  and the
                         Escrow Agent shall not be deemed to have any  knowledge
                         of,  or  responsibility  for,  the  terms of any  other
                         agreement, instrument or document.

                    (b)  The Escrow Agent shall not be responsible in any manner
                         whatsoever  for any failure or  inability  of any party
                         hereto, or of any one else, to deliver documents to the
                         Escrow   Agent  or   otherwise  to  honor  any  of  the
                         provisions of this Agreement or otherwise.

                    (c)  Except as provided in Section 7(b) below, the Corporate
                         Pledgor, the Pledgor and the Pledgee will indemnify the
                         Escrow  Agent  for,  and  defend  and hold it  harmless
                         against,  any loss, liability or expense (including but
                         not  limited  to  attorneys'  fees  and  disbursements)
                         arising out of or in connection with, its acceptance of
                         or the performance of its duties and obligations  under
                         or the  interpretation  of  this  Agreement;  provided,
                         however,  that  this  Section  3(c)  shall not apply to
                         losses,  liabilities  and  expenses  caused  by the bad
                         faith,  willful  misconduct or gross  negligence of the
                         Escrow Agent.

                    (d)  The Escrow  Agent  shall be  entitled  to rely upon any
                         judgment, certification,  demand, notice, instrument or
                         other writing  delivered to it hereunder  without being
                         required  to   determine   the   authenticity   or  the
                         correctness of any fact stated therein or the propriety
                         or validity or the service  thereof.  The Escrow  Agent
                         shall be fully  protected in acting on and relying upon
                         any  written  notice,   direction,   request,   waiver,
                         consent,  receipt or other paper or document  which the
                         Escrow Agent  believes to be genuine.  The Escrow Agent
                         may act in reliance upon any instrument or signature it
                         reasonably  believes to be genuine and the Escrow Agent
                         may  assume  that  any  person  purporting  to give any
                         advice or make any  statement  in  connection  with the
                         provisions hereof has been duly authorized to do so.
                                       2
<PAGE>
                    (e)  The Escrow  Agent  shall not be liable for any error of
                         judgment,  or for any act done or step taken or omitted
                         by it in good faith, or for any mistake of fact or law,
                         or for  anything  which it may do or refrain from doing
                         in  connection  herewith,  except  its own  bad  faith,
                         willful misconduct or gross negligence.

                    (f)  The Escrow  Agent may seek the advice of legal  counsel
                         as to any  question  arising  from or  relating  to the
                         construction of any of the provisions of this Agreement
                         or its duties or  obligations  hereunder or  otherwise,
                         and it shall  incur  no  liability  and  shall be fully
                         protected  in respect of any action  taken,  omitted or
                         suffered  by it in good  faith in  accordance  with the
                         advice of such counsel.

                    (g)  The Escrow Agent does not make and will not be required
                         or deemed to make any representation as to the validity
                         or  genuineness  of any  agreement,  document  or other
                         instrument held by or delivered to it.

                    (h)  If a dispute  arises between one or more of the parties
                         hereto,  or between any of the  parties  hereto and any
                         person not a party  hereto,  as to whether or not or to
                         whom the Escrow  Agent shall  deliver any of the Escrow
                         Documents  or as to any other  matter  arising  from or
                         relating to the Escrow Documents or this Agreement, the
                         Escrow  Agent shall not be required to  determine  such
                         dispute  and need not make any  delivery  of any of the
                         Escrow  Documents,  but will  retain the same until the
                         rights of the parties to the dispute shall have finally
                         been determined by written  agreement among the parties
                         to the  dispute or by final  non-appealable  order of a
                         court of competent jurisdiction.  In the event that the
                         Escrow Agent has  received  notice of such order or any
                         such agreement, the Escrow Agent shall cause the Escrow
                         Documents  to be released and  delivered in  accordance
                         with such  agreement  or order and in  accordance  with
                         Section 5 below.

                    (i)  The Escrow  Agent  shall be  entitled to assume that no
                         dispute of the type  referred  to in  Section  3(h) has
                         arisen  unless it has  received a written  notice  that
                         such a dispute has arisen,  which written notice refers
                         specifically  to this  Agreement and identifies by name
                         and address the adverse claimants in such dispute.  Any
                         party  delivering  written notice of a dispute pursuant
                         to this  Section  3(i) shall  simultaneously  therewith
                         deliver a copy of such notice to all parties  hereto in
                         accordance with Section 10 hereof,  with such copies to
                         such persons as are specified therein.  For purposes of
                         this Section 3(i), the Escrow Agent shall not be deemed
                         to have received a written  notice until all parties to
                         this Agreement have received such written notice.  If a
                         dispute of the type referred to in Section 3(h) arises,
                         the Escrow Agent may, in its sole discretion (but shall
                         not be obligated to), commence  interpleader or similar
                         actions  or  proceedings  for   determination  of  such
                         dispute.


                                       3
<PAGE>

         4.       DELIVERY TO ESCROW.

                  (a) Simultaneously herewith,  Corporate Pledgor will deposit a
                  certificate or certificates for 1000 shares of common stock of
                  the  Company,  []  shares of common  stock of  Dominix,  Inc.,
                  23,250 shares of series A preferred stock of CDKnet.com,  Inc.
                  plus an additional  11,500 shares of series A preferred  stock
                  of  CDKnet.com,  Inc.  which is already  held in escrow by the
                  Escrow  Agent and 500,000  shares of common  stock of Pledgee,
                  all  to  be   placed   in  escrow   with  the   Escrow   Agent
                  (collectively, the "Pledged Stock").

                  (b)  Simultaneously  herewith,  Corporate  Pledgor and Pledgor
                  will deliver to the Escrow  Agent stock powers in blank,  duly
                  executed  by  Corporate  Pledgor or  Pledgor,  relating to the
                  Pledged Stock,  with signatures  guaranteed by a national bank
                  or a member of the National  Association of Securities Dealers
                  (the "Stock Powers" and together with the Pledged  Stock,  the
                  "Escrow Documents").

         5.       RELEASE OF ESCROW.  The Escrow  Agent shall hold,  release and
                  deliver the Escrow Documents as follows:

                  (a)      If at any time,  Pledgee  shall give the Escrow Agent
                           notice of an Event of Default ("Default  Notice") and
                           does not receive an objection from Corporate  Pledgor
                           or Pledgor  within three  business days of the Escrow
                           Agent giving  Corporate  Pledgor or Pledgor notice of
                           its  receipt  of the  Default  Notice  in the  manner
                           contemplated  in Section 5(d), the Escrow Agent shall
                           transmit the Escrow Documents then in it's possession
                           to Pledgee with instructions to liquidate the Pledged
                           Stock as  provided  for in  Section  8 of the  Pledge
                           Agreement.

                  (b)      In the event  either  the  Corporate  Pledgor  or the
                           Pledgor  raises an objection to the release of any of
                           the Escrow Documents,  the Escrow Agent shall release
                           such  of  the   Escrow   Documents   as  are  not  in
                           controversy  and shall continue to hold the remaining
                           Escrow  Documents until it receives the joint written
                           instructions  of  Corporate   Pledgor,   Pledgor  and
                           Pledgee.

                    (c)  Any party delivering written instructions or objections
                         pursuant  to  Sections  5(a) or (b) above to the Escrow
                         Agent shall,  simultaneously therewith,  deliver a copy
                         of such  instructions  to all  other  parties  at their
                         respective  addresses  set forth in  Section  10 below,
                         with  such  copies  to such  persons  as are  specified
                         therein.  For purposes of Sections 5(a) or (b), written
                         instructions or objections  shall not be deemed to have
                         been  received by the Escrow Agent until such time as a
                         copy  thereof has been  received  by each party  hereto
                         other than the party delivering such  instructions.  In
                         addition, the Escrow Agent shall deliver a copy of each
                         such instructions and objections to the other parties.


                                       4
<PAGE>

                    (d)  The  parties  hereby  agree  that  any  of  the  Escrow
                         Documents  as  are  undated  or  incomplete  shall,  if
                         necessary  when and if released from escrow  hereunder,
                         be dated as of the date of such  release  and  delivery
                         and/or  completed by the Escrow Agent,  and each of the
                         parties hereto hereby  appoints the Escrow Agent as its
                         attorney-in-fact   for  the   purpose   of  dating  and
                         completing such documents.

                    (e)  Upon  receipt of written  instructions  from all of the
                         Pledgor,  the Corporate Pledgor and the Pledgee stating
                         that the  principal  and interest on the Note have been
                         paid in full, the Escrow Agent shall promptly  transmit
                         the  Escrow  Documents  then in its  possession  to the
                         Corporate  Pledgor  and the  escrow  account  shall  be
                         terminated with no further action required by any party
                         hereto.

         6. SUCCESSOR ESCROW AGENT.

                    (a)  The Escrow Agent may, at any time,  resign as such with
                         or without the prior written consent of all the parties
                         hereto,  in  which  case  the  Escrow  Agent  (and  any
                         successor   escrow  agent)  shall  deliver  the  Escrow
                         Documents  to  any   successor   escrow  agent  jointly
                         designated by Corporate Pledgor, Pledgor and Pledgee in
                         writing,  or to any  court of  competent  jurisdiction,
                         whereupon  the Escrow Agent shall be  discharged of and
                         from any and all further duties and obligations arising
                         in connection with this  Agreement.  The resignation of
                         the Escrow  Agent  shall take  effect on the earlier of
                         (i) the  appointment  of a successor  escrow agent,  or
                         (ii)  the day  which is 30 days  after  the date of the
                         delivery  of the  Escrow  Documents  and a copy of this
                         Agreement  to any court of competent  jurisdiction.  In
                         the event that a  successor  escrow  agent has not been
                         appointed at the expiration of such 30-day period,  the
                         Escrow Agent's sole  responsibilities  hereunder  shall
                         be:  (i) to  maintain  the  safekeeping  of the  Escrow
                         Documents  and  any  other  documents  delivered  to it
                         hereunder,  if any, and (ii) to release and deliver the
                         Escrow  Documents and any such  documents in accordance
                         with Section 5 of this Agreement.

                    (b)  If the Escrow Agent receives a written notice signed by
                         Corporate  Pledgor,  Pledgor,  and Pledgee stating that
                         they have selected a successor escrow agent, the Escrow
                         Agent shall deliver the Escrow Documents (and any other
                         documents  then  held by it  hereunder,  if any) to the
                         successor  escrow agent named in the  aforesaid  notice
                         within 15 days after receipt of such written notice.




                                       5
<PAGE>

         7. FEES AND COSTS OF THE ESCROW AGENT.

                    (a)  The Escrow Agent shall be entitled to the reimbursement
                         of any reasonable  expenses  (including but not limited
                         to attorneys' fee and disbursements)  actually incurred
                         by it in  the  performance  of  its  duties  hereunder.
                         Without limiting any other provision of this Agreement,
                         the  amount  of such  reimbursements  will be  borne by
                         Pledgor, except as provided in paragraph 7(b) below.

                    (b)  Notwithstanding  any provision in this Agreement to the
                         contrary,  if Corporate Pledgor,  Pledgor or Pledgee is
                         determined  to be in breach of or default  under any of
                         the  provisions  hereof,  or has been  determined  by a
                         court of competent  jurisdiction  to have delivered any
                         written  notice  or   instructions   in  bad  faith  or
                         containing  untrue  statements,  then such party  shall
                         bear:  (i) all the costs  and  expenses  of the  Escrow
                         Agent required to be paid by any party  hereunder,  and
                         (ii) all costs and expenses  (including but not limited
                         to attorneys' fees and disbursements)  incurred by each
                         other party as a result of, or in connection with, such
                         breach,  default  or  dispute,  or  written  notice  or
                         instruction;  provided,  however,  that  the  foregoing
                         shall  not  affect  the  Escrow  Agent's  right to seek
                         payment from any party hereunder.

         8.       VOTING RIGHTS AND/OR DIVIDENDS.  Notwithstanding any provision
                  to the  contrary in this  Agreement or  elsewhere,  during the
                  time that the  Pledged  Stock is held in escrow by the  Escrow
                  Agent in accordance with this Agreement,  Corporate Pledgor or
                  Pledgor,  as the  case  may be or  their  designees  shall  be
                  entitled  to  exercise   any  and  all  voting   and/or  other
                  consensual rights accruing to the owner thereof and to receive
                  all dividends and other distributions made thereupon.

         9.       CONSTRUCTION.   This  Agreement   shall  be  governed  by  and
                  construed  and  enforced  in  accordance  with the laws of the
                  State of New York,  without regard to such State's  principles
                  of conflicts of law.

         10.      NOTICES. All notices, demands, requests, consents,  approvals,
                  reports or other  communications  required or  permitted to be
                  given  pursuant to this  Agreement  shall be in writing and if
                  such notice is given pursuant to Section 5 hereof, such notice
                  shall be  accompanied  by an affidavit of service and shall be
                  delivered to the following addresses (or such other address as
                  the recipient party may hereafter specify in the same manner):





                                       6
<PAGE>

        To Pledgee:                     National Management Consultants, Inc.
                                        545 Madison Avenue, 6th Floor
                                        New York, New York   10022
                                        Steven A. Horowitz, President
        Facsimile:                      (212) 755-6660

        With a Copy To:                 Moritt Hock Hamroff & Horowitz LLP
                                        400 Garden City Plaza, Suite 202
                                        Garden City, New York  11530
        Facsimile:                      (516) 873-2010

        To Corporate Pledgor and
        Pledgor:                        James W. Zimbler
                                        337 Glengarry Lane
                                        State College, Pa. 16801
        Facsimile:                      (814) 238-2337

        To Escrow Agent:                Sommer & Schneider LLP
                                        595 Stewart Avenue, Suite 710
                                        Garden City, NY  11530
                                        Attn:  Herbert H. Sommer
        Facsimile:                      (516) 228-8211

         Except as otherwise provided in Sections 3(i) and 5(c) hereof, all such
instructions,  objections, notices, requests, consents and other communications,
if sent via facsimile shall be deemed to have been given when received,  if sent
by  overnight  courier  shall be deemed to have been given one (1)  business day
after deposit with such overnight  courier and if sent via U.S.  mail,  shall be
deemed to have been given three (3) business days after deposit in a U.S. postal
depository, certified mail, return receipt requested.

         11. SOMMER & SCHNEIDER LLP.

                  (a)      Each party  acknowledges  that Sommer & Schneider LLP
                           has acted as legal counsel to and  representative  of
                           Pledgee and its respective affiliates and the Company
                           in  the  past  (including,   without  limitation,  in
                           connection  with the  Settlement  Agreement and other
                           related  transactions),  and agrees that such counsel
                           and  representation  do not and will not constitute a
                           grounds for disqualifying Sommer & Schneider LLP from
                           acting as Escrow Agent hereunder.
                  (b)      Notwithstanding   anything  to   contrary   contained
                           herein,  it is  expressly  understood  by the parties
                           hereto that the Escrow Agent,  in that  capacity,  at
                           any time that it is  required  or  permitted  to seek
                           legal  counsel  under this  Agreement,  may seek such
                           legal  counsel from Sommer & Schneider  LLP, and that
                           Pledgor will be liable (as provided in Sections 3(c),
                           7(a) and  7(b)) to  Sommer  &  Schneider  LLP for any
                           services  performed and billed to the Escrow Agent by
                           at its  customary  hourly  rates  and all of Sommer &
                           Schneider LLP  disbursements  in connection  with the
                           provision of such services.

         12.      HEADINGS.  The headings of the sections of this  Agreement are
                  inserted as a matter of convenience and for reference purposes
                  only,  are of no binding  effect,  and in no  respect  define,
                  limit or describe  the scope of this  Agreement or the instant
                  of any section.

                                       7
<PAGE>

         13.      COUNTERPARTS.  This  Agreement  may be signed in any number of
                  counterparts with the same effect as if the signatures to each
                  were upon the same instrument.


         14.      ENTIRE  AGREEMENT.   This  Agreement   represents  the  entire
                  understanding  and agreement  between the parties with respect
                  to  the   subject   matter   hereof,   supersedes   all  prior
                  negotiations   between  the  parties,   and  can  be  amended,
                  modified,  supplemented,  extended, terminated,  discharged or
                  changed only by an agreement in writing  which makes  specific
                  reference  to  this  Agreement  and  which  is  signed  by all
                  parties.

         15.      SUCCESSORS AND ASSIGNS.  This Agreement  shall be binding upon
                  and  inure  solely to the  benefit  of the  parties  and their
                  respective  permitted  successors and assigns and shall not be
                  enforceable  by or create or  evidence  any right of any third
                  party.

                  Pledgee shall be entitled to assign this Escrow  Agreement and
                  all  of  its  rights,  privileges,   interests,  and  remedies
                  hereunder  to  any  other  person,   firm,  entity,  bank,  or
                  corporation  whatsoever  without  notice to or  consent by the
                  Corporate  Pledgor or the Pledgor and such  assignee  shall be
                  entitled  to the  benefits  of this  Escrow  Agreement  and to
                  exercise all such rights,  interests, and remedies as fully as
                  Pledgee.  Corporate  Pledgor  and  Pledgor may not assign this
                  Escrow  Agreement  without the express  written consent of the
                  Pledgee which may be withheld in its sole discretion.

         16.      SEVERABILITY.     Any provision of this  Agreement that may
                  be  determined  by a court of competent  jurisdiction  to be
                  prohibited or unenforceable in any jurisdiction shall, as to
                  such  jurisdiction,  be  ineffective  to the  extent of such
                  prohibition or  unenforceability  without  invalidating  the
                  remaining  provisions  hereof,  and any such  prohibition or
                  unenforceability in any jurisdiction shall not invalidate or
                  render   unenforceable   such   provision   in   any   other
                  jurisdiction. It is expressly understood,  however, that the
                  parties intend each and every provision of this Agreement to
                  be valid and  enforceable  and  hereby  knowingly  waive all
                  rights to object to any provision of this Agreement.

         17.      FURTHER  ASSURANCES.  Each of the parties agrees that it shall
                  use its good faith efforts to take, or cause to be taken,  all
                  action and to do, or cause to be done, all things necessary to
                  consummate and make effective this Agreement.


                                       8
<PAGE>



                      [SIGNATURE PAGE TO ESCROW AGREEMENT]

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


                                     SOMMER & SCHNEIDER LLP
                                     As Escrow Agent



                                     By:______________________________
                                                Herbert H. Sommer, Partner


                                     NATIONAL
                                     MANAGEMENT  CONSULTANTS, INC.


                                     By:  _______________________________
                                     Name:  Steven A. Horowitz
                                     Title:    President


                                     HUMANA TRANS SERVICES HOLDING CORP.

                                     By:________________________________
                                     Name:  James W. Zimbler
                                     Title:    Chairman and President


                                     JAMES W. ZIMBLER

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


                                       9
<PAGE>