EXHIBIT 4.5

                                ESCROW AGREEMENT

         THIS ESCROW AGREEMENT (this "AGREEMENT") is made and entered into as of
March 29, 2001, by PICK-UPS PLUS, INC., a Delaware Corporation (the "COMPANY");
THE MAY DAVIS GROUP, INC., a Maryland corporation (the "PLACEMENT AGENT"); and
FIRST UNION NATIONAL BANK, a national banking association, as Escrow Agent
hereunder (the "ESCROW AGENT").

                                   BACKGROUND

         WHEREAS, the Company and the Placement Agent have entered into a
Placement Agent Agreement (the "PLACEMENT AGENT AGREEMENT"), dated as of the
date hereof, pursuant to which the Company proposes to sell convertible
debentures (the "CONVERTIBLE DEBENTURES") which shall be convertible into the
Company's Common Stock, $0.001 par value per share (the "COMMON STOCK"), at the
Purchase Price, as that term is defined in the Securities Purchase Agreement
dated the date hereof between the Company and the Investors named therein (the
"SECURITIES PURCHASE AGREEMENT"). The Securities Purchase Agreement provides
that the Investor(s) shall deposit the purchase amount in a segregated escrow
account to be held by Escrow Agent in order to effectuate a disbursement to the
Company at an initial and secondary closing to be held as set forth in the
Securities Purchase Agreement (the "INITIAL CLOSING" and the "SECONDARY CLOSING"
collectively referred to as the "CLOSINGS").


         WHEREAS, the Placement Agent intends to sell the Convertible Debentures
as the Company's agent in two (2) traunches of Two Hundred and Fifty Thousand
Dollars ($250,000) (the "OFFERING").

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

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


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

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

                  a. "ESCROW FUNDS" shall mean the funds deposited with Escrow
Agent pursuant to this Agreement necessary to effectuate an Initial Closing of
up to Two Hundred and Fifty Thousand Dollars ($250,000) and a Secondary Closing
of up to Two Hundred and Fifty Thousand Dollars ($250,000) .

<PAGE>

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

                  c. "ESCROW PERIOD" shall begin with the commencement of the
Offering and shall terminate upon the earlier to occur of the following dates:

                     (i)  The date upon which Escrow Agent confirms that it has
received in the Escrow Account all of the proceeds for a Secondary Closing as
outlined in the Securities Purchase Agreement (unless extended by mutual written
agreement between the Company and the Placement Agent with a copy of such
extension to Escrow Agent); or

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

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

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

         3.       CREATION OF ESCROW FUNDS. On or prior to the date of the
commencement of the Offering, the parties shall establish an escrow account with
the Escrow Agent, which escrow account shall be entitled as follows: Pick - Ups
Plus, Inc./May Davis Group, Inc. Escrow Account for the deposit of the Escrow
Funds. The Placement Agent will instruct subscribers to wire funds to the
account of the Escrow Agent as follows:

Bank: First Union National Bank of New Jersey
Routing # 031201467
Account # 2020000659170
Name on Account: Butler Gonzalez LLP/First Union Escrow Account
Name on Sub-Account:  Pick - Ups Plus, Inc./May Davis Group, Inc.
                      Escrow account
Reference Sub-Account #  1430-01
Attn:  Robert Mercado (732) 452-3005
       Carmela Agugliaro (732) 452-3005 Only wire transfers shall be accepted.

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<PAGE>

         4.       DEPOSITS INTO THE ESCROW ACCOUNT. The Placement Agent agrees
that they shall promptly deliver all monies received from subscribers for the
payment of the Convertible Debentures to the Escrow Agent for deposit in the
Escrow Account.

         5.       DISBURSEMENTS FROM THE ESCROW ACCOUNT.

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

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

                  c. In the event the Escrow Agent does not receive the Escrow
Funds from the Investors in the amount of the Purchase Price, the Escrow Agent
shall notify the Company and the Placement Agent. Upon receipt of payment
instructions from the Company and the Placement Agent, the Escrow Agent shall
disburse the Escrow Funds to the Company or refund to each subscriber without
interest the amount received from each Investor, without deduction, penalty, or
expense to the subscriber. The purchase money returned to each subscriber shall
be free and clear of any and all claims of the Company, the Placement Agent or
any of their creditors.

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

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<PAGE>

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

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

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

         7.       SUSPENSION OF PERFORMANCE: DISBURSEMENT INTO COURT. If at any
time, there shall exist any dispute between the Company and the Placement Agent
with respect to holding or disposition of any portion of the Escrow Funds or any
other obligations of Escrow Agent hereunder, or if at any time Escrow Agent is
unable to determine, to Escrow Agent's sole satisfaction, the proper disposition
of any portion of the Escrow Funds or Escrow Agent's proper actions with respect
to its obligations hereunder, or if the parties have not within thirty (30) days
of the furnishing by Escrow Agent of a notice of resignation pursuant to Section
9 hereof, appointed a successor Escrow Agent to act hereunder, then Escrow Agent
may, in its sole discretion, take either or both of the following actions:

                  a.       suspend the performance of any of its obligations
                           (including without limitation any disbursement
                           obligations) under this Escrow Agreement until such
                           dispute or uncertainty shall be resolved to the sole
                           satisfaction of Escrow Agent or until a successor
                           Escrow Agent shall be appointed (as the case may be);
                           provided however, Escrow Agent shall continue to
                           invest the Escrow Funds in accordance with Section 8
                           hereof; and/or

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

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<PAGE>

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

         8.       INVESTMENT OF ESCROW FUNDS. Escrow Agent shall deposit the
Escrow Funds in a non-interest bearing money market account.

         If Escrow Agent has not received a Joint Written Direction at any time
that an investment decision must be made, Escrow Agent shall invest the Escrow
Funds, or such portion thereof, as to which no Joint Written Direction has been
received, in investments described above. The foregoing investments shall be
made by Escrow Agent. Notwithstanding anything to the contrary contained, Escrow
Agent may, without notice to the parties, sell or liquidate any of the foregoing
investments at any time if the proceeds thereof are required for any release of
funds permitted or required hereunder, and Escrow Agent shall not be liable or
responsible for any loss, cost or penalty resulting from any such sale or
liquidation. With respect to any funds received by Escrow Agent for deposit into
the Escrow Funds or any Joint Written Direction received by Escrow Agent with
respect to investment of any funds in the Escrow Funds after ten o'clock, a.m.,
New Jersey time, Escrow Agent shall not be required to invest such funds or to
effect such investment instruction until the next day upon which banks in New
Jersey are open for business.

         9.       RESIGNATION AND REMOVAL OF ESCROW AGENT. Escrow Agent may
resign from the performance of its duties hereunder at any time by giving thirty
(30) days' prior written notice to the parties or may be removed, with or
without cause, by the parties, acting jointly, by furnishing a Joint Written
Direction to Escrow Agent, at any time by the giving of ten (10) days' prior
written notice to Escrow Agent as provided herein below. Upon any such notice of
resignation or removal, the representatives of the Placement Agent and the
Company identified in Sections 13a. (iv) and 13b. (iv), below, jointly shall
appoint a successor Escrow Agent hereunder, which shall be a commercial bank,
trust company or other financial institution with a combined capital and surplus
in excess of $10,000,000.00. Upon the acceptance in writing of any appointment
of Escrow Agent hereunder by a successor Escrow Agent, such successor Escrow
Agent shall thereupon succeed to and become vested with all the rights, powers,
privileges and duties of the retiring Escrow Agent, and the retiring Escrow
Agent shall be discharged from its duties and obligations under this Escrow
Agreement, but shall not be discharged from any liability for actions taken as
Escrow Agent hereunder prior to such succession. After any retiring Escrow
Agent's resignation or removal, the provisions of this Escrow Agreement shall
inure to its benefit as to any actions taken or omitted to be taken by it while
it was Escrow Agent under this Escrow Agreement. The retiring Escrow Agent shall
transmit all records pertaining to the Escrow Funds and shall pay all funds held
by it in the Escrow Funds to the successor Escrow Agent, after making copies of
such records as the retiring Escrow Agent deems advisable and after deduction
and payment to the retiring Escrow Agent of all fees and expenses (including
court costs and attorneys' fees) payable to, incurred by, or expected to be
incurred by the retiring Escrow Agent in connection with the performance of its
duties and the exercise of its rights hereunder.

                                       5
<PAGE>

         10.      LIABILITY OF ESCROW AGENT.

                  a. Escrow Agent shall have no liability or obligation with
respect to the Escrow Funds except for Escrow Agent's willful misconduct or
gross negligence. Escrow Agent's sole responsibility shall be for the
safekeeping, investment, and disbursement of the Escrow Funds in accordance with
the terms of this Agreement. Escrow Agent shall have no implied duties or
obligations and shall not be charged with knowledge or notice or any fact or
circumstance not specifically set forth herein. Escrow Agent may rely upon any
instrument, not only as to its due execution, validity and effectiveness, but
also as to the truth and accuracy of any information contained therein, which
Escrow Agent shall in good faith believe to be genuine, to have been signed or
presented by the person or parties purporting to sign the same and conform to
the provisions of this Agreement. In no event shall Escrow Agent be liable for
incidental, indirect, special, and consequential or punitive damages. Escrow
Agent shall not be obligated to take any legal action or commence any proceeding
in connection with the Escrow Funds, any account in which Escrow Funds are
deposited, this Agreement or the Securities Purchase Agreement, or to appear in,
prosecute or defend any such legal action or proceeding. Escrow Agent may
consult legal counsel selected by it in any event of any dispute or question as
to construction of any of the provisions hereof or of any other agreement or its
duties hereunder, or relating to any dispute involving any party hereto, and
shall incur no liability and shall be fully indemnified from any liability
whatsoever in acting in accordance with the opinion or instructions of such
counsel. The Company and the Placement Agent jointly and severally shall
promptly pay, upon demand, the reasonable fees and expenses of any such counsel.

                  b. Escrow Agent is hereby authorized, in its sole discretion,
to comply with orders issued or process entered by any court with respect to the
Escrow Funds, without determination by Escrow Agent of such court's jurisdiction
in the matter. If any portion of the Escrow Funds is at any time attached,
garnished or levied upon under any court order, or in case the payment,
assignment, transfer, conveyance or delivery of any such property shall be
stayed or enjoined by any court order, or in any case any order judgment or
decree shall be made or entered by any court affecting such property or any part
thereof, then and in any such event, Escrow Agent is authorized, in its sole
discretion, to rely upon and comply with any such order, writ judgment or decree
which it is advised by legal counsel selected by it, binding upon it, without
the need for appeal or other action; and if Escrow Agent complies with any such
order, writ, judgment or decree, it shall not be liable to any of the parties
hereto or to any other person or entity by reason of such compliance even though
such order, writ judgment or decree may be subsequently reversed, modified,
annulled, set aside or vacated.

                                       6
<PAGE>

         11.      INDEMNIFICATION OF ESCROW AGENT. From and at all times after
the date of this Agreement, the parties jointly and severally, shall, to the
fullest extent permitted by law and to the extent provided herein, indemnify and
hold harmless Escrow Agent and each director, officer, employee, attorney, agent
and affiliate of Escrow Agent (collectively, the "INDEMNIFIED PARTIES") against
any and all actions, claims (whether or not valid), losses, damages,
liabilities, costs and expenses of any kind or nature whatsoever (including
without limitation reasonable attorney's fees, costs and expenses) incurred by
or asserted against any of the Indemnified Parties from and after the date
hereof, whether direct, indirect or consequential, as a result of or arising
from or in any way relating to any claim, demand, suit, action, or proceeding
(including any inquiry or investigation) by any person, including without
limitation the parties to this Agreement, whether threatened or initiated,
asserting a claim for any legal or equitable remedy against any person under any
statute or regulation, including, but not limited to, any federal or state
securities laws, or under any common law or equitable cause or otherwise,
arising from or in connection with the negotiation, preparation, execution,
performance or failure of performance of this Agreement or any transaction
contemplated herein, whether or not any such Indemnified Party is a party to any
such action or proceeding, suit or the target of any such inquiry or
investigation; provided, however, that no Indemnified Party shall have the right
to be indemnified hereunder for liability finally determined by a court of
competent jurisdiction, subject to no further appeal, to have resulted from the
gross negligence or willful misconduct of such Indemnified Party. If any such
action or claim shall be brought or asserted against any Indemnified Party, such
Indemnified Party shall promptly notify the Company and the Placement Agent
hereunder in writing, and the Placement Agent and the Company shall assume the
defense thereof, including the employment of counsel and the payment of all
expenses. Such Indemnified Party shall, in its sole discretion, have the right
to employ separate counsel (who may be selected by such Indemnified Party in its
sole discretion) in any such action and to participate and to participate in the
defense thereof, and the fees and expenses of such counsel shall be paid by such
Indemnified Party, except that the Placement Agent and/or the Company shall be
required to pay such fees and expense if (a) the Placement Agent or the Company
agree to pay such fees and expenses, or (b) the Placement Agent and/or the
Company shall fail to assume the defense of such action or proceeding or shall
fail, in the sole discretion of such Indemnified Party, to employ counsel
reasonably satisfactory to the Indemnified Party in any such action or
proceeding, (c) the Placement Agent and the Company are the plaintiff in any
such action or proceeding or (d) the named or potential parties to any such
action or proceeding (including any potentially impleaded parties) include both
the Indemnified Party, the Company and/or the Placement Agent and the
Indemnified Party shall have been advised by counsel that there may be one or
more legal defenses available to it which are different from or additional to
those available to the Company or the Placement Agent. The Placement Agent and
the Company shall be jointly and severally liable to pay fees and expenses of
counsel pursuant to the preceding sentence, except that any obligation to pay
under clause (a) shall apply only to the party so agreeing. All such fees and
expenses payable by the Company and/or the Placement Agent pursuant to the
foregoing sentence shall be paid from time to time as incurred, both in advance
of and after the final disposition of such action or claim. The obligations of
the parties under this section shall survive any termination of this Agreement,
and resignation or removal of the Escrow Agent shall be independent of any
obligation of Escrow Agent.

                                       7
<PAGE>

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

         12.      EXPENSES OF ESCROW AGENT. Except as set forth in Section 11
the Company shall reimburse Escrow Agent for all of its reasonable out-of-pocket
expenses, including attorneys' fees, travel expenses, telephone and facsimile
transmission costs, postage (including express mail and overnight delivery
charges), copying charges and the like. All of the compensation and
reimbursement obligations set forth in this Section shall be payable by the
Company, upon demand by Escrow Agent. The obligations of the Company under this
Section shall survive any termination of this Agreement and the resignation or
removal of Escrow Agent.


         13.      WARRANTIES.

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

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

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

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

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

                                        8
<PAGE>

                     (v)   No party other than the parties hereto and the
                     Investors have, or shall have, any lien, claim or security
                     interest in the Escrow Funds or any part thereof. No
                     financing statement under the Uniform Commercial Code is on
                     file in any jurisdiction claiming a security interest in or
                     describing (whether specifically or generally) the Escrow
                     Funds or any part thereof.

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

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

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

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

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

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

                                        9
<PAGE>

                     (v)   No party other than the parties hereto and the
                     Investors have, or shall have, any lien, claim or security
                     interest in the Escrow Funds or any part thereof. No
                     financing statement under the Uniform Commercial Code is on
                     file in any jurisdiction claiming a security interest in or
                     describing (whether specifically or generally) the Escrow
                     Funds or any part thereof.

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

         14.      CONSENT TO JURISDICTION AND VENUE. In the event that any party
hereto commences a lawsuit or other proceeding relating to or arising from this
Agreement, the parties hereto agree that the United States District Court for
the District of New Jersey shall have the sole and exclusive jurisdiction over
any such proceeding. If all such courts lack federal subject matter
jurisdiction, the parties agree that the Superior Court Division of New Jersey,
Chancery Division of Essex County shall have sole and exclusive jurisdiction.
Any of these courts shall be proper venue for any such lawsuit or judicial
proceeding and the parties hereto waive any objection to such venue. The parties
hereto consent to and agree to submit to the jurisdiction of any of the courts
specified herein and agree to accept the service of process to vest personal
jurisdiction over them in any of these courts.

         15.      NOTICE. All notices and other communications hereunder shall
be in writing and shall be deemed to have been validly served, given or
delivered five (5) days after deposit in the United States mails, by certified
mail with return receipt requested and postage prepaid, when delivered
personally, one (1) day delivered to any overnight courier, or when transmitted
by facsimile transmission and upon confirmation of recipet and addressed to the
party to be notified as follows:


If to Placement Agent, to:         The May Davis Group, Inc.
                                   One World Trade Center
                                   New York, NY 10048
                                   Attention: Michael Jacobs
                                   Telephone: (212)775-7400
                                   Facsimile: (212) 775-8166

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<PAGE>

With Copy to:                      Butler Gonzalez LLP
                                   1000 Stuyvesant Avenue
                                   Union, NJ 07083
                                   Attention: David Gonzalez, Esq.
                                   Telephone: (908) 810-8588
                                   Facsimile: (908) 810-0973

If to the Company, to:             Pick - Ups Plus, Inc.
                                   5181 Natorp Boulevard
                                   Mason, Ohio 45040
                                   Attention:  John Fitzgerald
                                               President
                                   Telephone:  (513) 398-4344
                                   Facsimile:  (513) 398-4271

With a copy to:                    Seth A. Farbman P.C.
                                   138-54 Jewel Avenue
                                   Flushing, New York
                                   Attention:  Seth A. Farbman, Esq.
                                   Telephone:  (718) 261-4327
                                   Facsimile:  (718) 261-8807

If to Escrow Agent, to:            First Union National Bank,
                                   407 Main Street
                                   Metuchen, NJ 08840
                                   Attention:  Robert Mercado
                                               Carmela Agugliaro
                                   Telephone:  (732) 452-3005


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

         16.      AMENDMENTS OR WAIVER. This Agreement may be changed, waived,
discharged or terminated only by a writing signed by the parties hereto. No
delay or omission by any party in exercising any right with respect hereto shall
operate as waiver. A waiver on any one occasion shall not be construed as a bar
to, or waiver of, any right or remedy on any future occasion.

         17.      SEVERABILITY. To the extent any provision of this Agreement is
prohibited by or invalid under applicable law, such provision shall be
ineffective to the extent of such prohibition, or invalidity, without
invalidating the remainder of such provision or the remaining provisions of this
Agreement.

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

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<PAGE>

         19.      ENTIRE AGREEMENT. This Agreement constitutes the entire
Agreement between the parties relating to the holding, investment, and
disbursement of the Escrow Funds and sets forth in their entirety the
obligations and duties of the Escrow Agent with respect to the Escrow Funds.

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

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

         22.      TERMINATION. Upon the first to occur of the disbursement of
all amounts in the Escrow Funds pursuant to Joint Written Directions or the
disbursement of all amounts in the Escrow Funds into court pursuant to Section 7
hereof, this Agreement shall terminate and Escrow Agent shall have no further
obligation or liability whatsoever with respect to this Agreement or the Escrow
Funds.


                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

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<PAGE>

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

                                           PICK - UPS PLUS, INC.

                                           By: /s/ JOHN FITZGERALD
                                               ---------------------------------
                                               Name:  John Fitzgerald
                                               Title: President


                                           FIRST UNION NATIONAL BANK

                                           By: /s/ ROBERT MERCADO
                                               ---------------------------------
                                               Name:  Robert Mercado
                                               Title: As Escrow Agent


                                           THE MAY DAVIS GROUP, INC.

                                           By: /s/ MICHAEL JACOBS
                                               ---------------------------------
                                               Name:  Michael Jacobs
                                               Title: Managing Director

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