Exhibit 10.12

                                ESCROW AGREEMENT

      ESCROW AGREEMENT dated as of July 21, 2003, by and among Sommer &
Schneider LLP, as escrow agent ("Escrow Agent"), Tele-V, Inc., a New York
corporation whose principal business address is 1120 Avenue of the Americas,
Suite 4020, New York, New York 10019 ("Tele") and its subsidiaries and
affiliates--Genio Cards LLC, Tele-V, LLC, and Tele-V Media LLC, each a Delaware
limited liability company with a principal business address located at 1120
Avenue of the Americas, Suite 4020, New York, New York 10019 ("Genio", "TVLLC"
and "TV Media", respectively, and collectively with Tele, "TV") and Shai
Bar-Lavi, an officer, director and significant shareholder of Tele (the
"Principal Seller") and the remaining stockholders of Tele whose names are set
forth on the signature pages annexed hereto and National Management Consulting,
Inc., a Delaware corporation whose principal business address is 545 Madison
Avenue, 6th Floor, New York, New York 10022 ("National").

                                   WITNESSETH

      WHEREAS, the Principal Seller and the remaining shareholders of Tele
(collectively, the "Sellers") are the owners of all of the issued and
outstanding common stock of Tele (the "Tele Common Stock") and Tele is the sole
member of Genio, TVLLC and TV Media, respectively (the "Genio Membership
Interests", the "TVLLC Membership Interests", and the "TV Media Membership
Interests", respectively and collectively, the "Membership Interests"); and

      WHEREAS, Tele and the Principal Seller and National are parties to that
certain Stock Purchase Agreement dated as of July 9, 2003 (the "Purchase
Agreement"), pursuant to which National has agreed to acquire all of the Tele
Common Stock in exchange for common stock of National as more fully set forth in
the Purchase Agreement (collectively, the "Acquisition"); and

      WHEREAS, the Purchase Agreement provides for the establishment of an
escrow account for the escrowing of certain shares of the National common stock
to be issued in connection with the Acquisition with an escrow agent for
potential release to the Sellers in the event that the business of TV (the
"Business") attains certain revenue and EBITDA targets during prescribed
periods; and

      WHEREAS, the Escrow Agent has agreed to act as the escrow agent with
respect to the shares of National common stock to be escrowed in accordance with
the Purchase Agreement on the terms set forth herein.

      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 Purchase Agreement.


                                       1
<PAGE>

      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 Escrowed Shares 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 Tele, Genio,
                  TVLLC, TV Media, the Principal Seller and National 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.

            (e)   The Escrow Agent shall not be liable for any error of
                  judgment, or


                                       2
<PAGE>

                  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 Escrowed Shares or as to any other
                  matter arising from or relating to the Escrowed Shares or this
                  Agreement, the Escrow Agent shall not be required to determine
                  such dispute and need not make any delivery of any of the
                  Escrowed Shares, 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 Escrowed Shares 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


                                       3
<PAGE>

                  (but shall not be obligated to), commence interpleader or
                  similar actions or proceedings for determination of such
                  dispute.

      4.    Delivery to Escrow of the Escrowed Shares.

            (a)   At the closing of the Acquisition (the "Acquisition Closing"),
                  2,157,667 shares of National common stock (the "Escrowed
                  Shares") shall be escrowed with the Escrow Agent.

      5.    Release of Escrow. The Escrow Agent shall hold, release and deliver
            the Escrowed Shares as follows:

            (a)   If at any time the Escrow Agent receives a written
                  certification from the chief financial officer of National or
                  from the Accounting Firm authorizing the release of some or
                  all of the Escrowed Shares, then the Escrow Agent shall
                  deliver the amount of Escrowed Shares set forth in such
                  certification (the "Certification") to the Sellers with each
                  Seller to receive the percentages of the Escrowed Shares as
                  set forth in Schedule A annexed hereto so long as the Escrow
                  Agent does not receive an objection from National within three
                  business days of the Escrow Agent giving National written
                  notice of its receipt of the Certification.

            (b)   In the event that National raises an objection to the release
                  of any of the Escrowed Shares, the Escrow Agent shall release
                  such of the Escrowed Shares, if any, as are not in controversy
                  and shall continue to hold the remaining Escrowed Shares until
                  it receives the joint written instructions of National and
                  Tele.

            (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.

            (d)   Upon receipt of a Certification that all of the Escrowed
                  Shares may be released to the Sellers, and the absence of any
                  objection thereto as provided in Section 5(a) above, the
                  Escrow Agent shall promptly transmit the Escrowed Shares then
                  in its possession to the Sellers and the escrow account shall
                  be terminated with no further action required by any party
                  hereto.


                                       4
<PAGE>

            (e)   In the event that any Escrowed Shares are not released to the
                  Sellers after the expiration of the Second Period in
                  accordance with the provisions of this Section 5, such
                  Escrowed Shares shall be deemed to be forfeited and all
                  forfeited Escrowed Shares shall be delivered by the Escrow
                  Agent to National for cancellation.

      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 Escrowed Shares to any successor
                  escrow agent jointly designated by National and the Sellers 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 Escrowed Shares 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 Escrowed Shares and any other documents
                  delivered to it hereunder, if any, and (ii) to release and
                  deliver the Escrowed Shares and any such documents in
                  accordance with Section 5 of this Agreement.

            (b)   If the Escrow Agent receives a written notice signed by
                  National and the Sellers stating that they have selected a
                  successor escrow agent, the Escrow Agent shall deliver the
                  Escrowed Shares (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.

      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 National, except as provided
                  in paragraph 7(b) below.

            (b)   Notwithstanding any provision in this Agreement to the
                  contrary, if National, Tele, Genio, TVLLC, TV Media or the
                  Sellers are determined to be in breach of or default under any
                  of the


                                       5
<PAGE>

                  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 Escrowed Shares are held in escrow by the Escrow
                  Agent in accordance with this Agreement, Sellers 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 delivered to the following addresses (or such other
                  address as the recipient party may hereafter specify in the
                  same manner):

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

                  With a Copy To:             John D'Angelo, Esq.
                                              C/o Adelphia Capital LLCi;pitc
                                              545 Madison Avenue, 6th  Floor
                                              New York, New York  10019
                  Facsimile:                  (212) 755-6660


                                       6
<PAGE>

                  To Tele, Genio, TVLLC,
                  TV Media and Sellers:       Shai Bar-Lavi
                                              c/o Tele-V, Inc.
                                              1126 Avenue of the Americas,
                                              Suite 4020
                                              New York, New York 10019
                  Facsimile:                  (212) 626-6703


                  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 National and its
                  respective affiliates 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
                  either National or Tele, Genio, TVLLC, TV Media or the Sellers
                  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 Sommer & Schneider LLP at its
                  customary hourly rates and all of Sommer & Schneider LLP's
                  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


                                       7
<PAGE>

            Agreement or the intent of any section.

      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. Sellers shall be
            entitled to assign this Escrow Agreement and all of their rights,
            privileges, interests, and remedies hereunder to any other person,
            firm, entity, bank, or corporation whatsoever without notice to or
            consent by National 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 the Sellers. National may not
            assign this Escrow Agreement without the express written consent of
            the Sellers 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 Sommer, Esq.


                                              NATIONAL MANAGEMENT
                                              CONSULTING, INC.


                                              By: /s/ Steven A. Horowitz
                                                 -------------------------------
                                              Name:  Steven A. Horowitz
                                              Title:    President and Chairman

                                              TELE-V, INC.

                                              By: /s/ Shai Bar-Lavi
                                                 -------------------------------
                                              Name:  Shai Bar-Lavi
                                              Title:    President

                                              PRINCIPAL SHAREHOLDER OF TELE-V,
                                                INC.

                                              By: /s/ Shai Bar-Lavi
                                                 -------------------------------
                                                       Shai Bar-Lavi

                                              REMAINING SHAREHOLDERS OF TELE-V,
                                                INC.

                                              /s/ Anna Sachs Bar-Lavi
                                              ----------------------------------
                                              Anna Sachs Bar-Lavi

                                              /s/ Shai Bar-Lavi
                                              ----------------------------------
                                              Shai Bar-Lavi as
                                              co-trustee for Gabriella Sachs
                                                Bar-Lavi


                                       9
<PAGE>

[CONTINUED SIGNATURE PAGE TO ESCROW AGREEMENT]

                                              /s/ Anna Sachs Bar-Lavi
                                              ----------------------------------
                                              Anna Sachs Bar-Lavi as co-trustee
                                              For Gabriella Sachs Bar-Lavi

                                              /s/ Shai Bar-Lavi
                                              ----------------------------------
                                              Shai Bar-Lavi as
                                              cotrustee for Michael Sachs
                                              Bar-Lavi

                                              /s/ Anna Sachs Bar-Lavi
                                              ----------------------------------
                                              Anna Sachs Bar-Lavi as co-trustee
                                              For Michael Sachs Bar-Lavi

                                              /s/ Shai Bar-Lavi
                                              ----------------------------------
                                              Shai Bar-Lavi as co-trustee for
                                              Daniel Sachs Bar-Lavi

                                              /s/ Anna Sachs
                                              ----------------------------------
                                              Anna Sachs
                                              Bar-Lavi as co-trustee
                                              for Daniel Sachs Bar-Lavi

                                              /s/ Shai Bar-Lavi
                                              ----------------------------------
                                              Shai Bar-Lavi as trustee for
                                              JEG Group Ltd.

                                              /s/ Shai Bar-Lavi
                                              ----------------------------------
                                              Shai Bar-Lavi as trustee for
                                              JEG Group Ltd.

                                              /s/ Shai Bar-Lavi
                                              ----------------------------------
                                              Shai Bar-Lavi as trustee for
                                              JEG Group Ltd.


                                       10
<PAGE>

                                   SCHEDULE A

The percentage ownership of the Escrow Shares is as follows:

      Shareholder                                                 % ownership
      -----------                                                 -----------

      Shai Bar-Lavi                                                   5%
      Anna Sachs Bar-Lavi                                            12.5%
      Shai Bar Lavi and Anna Sachs
      Bar-Lavi, as co-trustees for
      Gabriella Sachs Bar-Lavi                                        2.5%
      Shai Bar-Lavi and Anna Sachs
      Bar-Lavi, as co-trustees for
      Michael Sachs Bar-Lavi                                          2.5%
      Shai Bar-Lavi and Anna Sachs
      Bar-Lavi, as co-trustees for
      Daniel Sachs Bar-Lavi                                           2.5%
      Shai Bar-Lavi, as trustee for
      JEG Group Ltd.                                                   25%
      Shai Bar-Lavi, as trustee for
      JEG Group Ltd.                                                   25%
      Shai Bar-Lavi, as trustee for
      JEG Group Ltd.                                                   25%


                                       11