EXHIBIT 10.2

                                ESCROW AGREEMENT

         This Escrow Agreement is made and entered into on ___________,  2001 by
and between  VeryBestoftheInternet.com,  Inc., a Texas corporation ("VBOT"), and
Securities Transfer Corporation (the "Escrow Agent").

                                    RECITALS

         A.  _______  Reference  is made to that  certain ___  prospectus  dated
________,  ___ 2001 (the  "Prospectus")  constituting  part of that registration
statement on Form SB-2 as amended,  as declared effective by the U.S. Securities
and Exchange Commission on ________,  2001. The parties hereto are entering into
this  Agreement  in  accordance  with  the  offering  terms  set  forth  in  the
Prospectus.  All capitalized  terms or terms within  quotations used herein that
are  not  otherwise  defined  shall  have  the  meaning  given  to  them  in the
Prospectus.

         B.  _______  The  Prospectus  provides  that  until VBOT sells at least
100,000  shares of its common stock (the "Minimum  Offering")  all proceeds from
the sale of such  securities  will be held by the Escrow Agent in a non-interest
bearing account. The Minimum Offering,  must be sold by _______,  2001. Once the
Minimum Offering has been sold the proceeds therefrom must be delivered to VBOT.

         NOW,  THEREFORE,  for and in  consideration  of the mutual promises and
covenants contained herein and for good and valuable consideration,  the receipt
and  sufficiency of which are hereby  acknowledged,  the parties hereby agree as
follows:

1.       OFFERING  PROCEEDS TO BE DEPOSITED IN ESCROW.  Until VBOT has generated
         offering  proceeds  or at least  $50,000,  all such  proceeds  shall be
         delivered  to the Escrow  Agent and  deposited by the Escrow Agent in a
         non-interest bearing escrow account.

2.       DUTY OF THE ESCROW AGENT. The sole duty of the Escrow Agent, other than
         as  hereinafter  specified,  shall be to receive  the  proceeds  of the
         Offering  and hold them  subject to release,  in  accordance  with this
         Agreement.

3.       _______  RELEASE  OF  PROCEEDS.  The Escrow  Agent  shall  release  the
         offering  proceeds  upon receipt of  appropriate  written  instructions
         tendered by VBOT once it confirms  that  proceeds  equal to the Minimum
         Offering  are on deposit in the escrow  account.  In the event that the
         Minimum Offering is not sold by _________,  2001, or otherwise upon the
         written  instruction  of VBOT,  the proceeds  shall be delivered to the
         subscribers  of the  Offering  at the  address  on file with the Escrow
         Agent without any further action or instruction of VBOT.

4.       DURATION AND TERMINATION.  This Escrow Agreement shall terminate on the
         earlier of the date that the  proceeds  held in the escrow  account are
         either delivered to VBOT or the Offering subscribers.

<PAGE>

5.       CONTROVERSY.  If any  controversy  arises between the parties hereto or
         with any third person, the Escrow Agent shall not determine the same or
         take any action, but shall await the settlement of any such controversy
         by  appropriate  legal  proceedings.  The  Escrow  Agent  may,  in  its
         discretion,   institute   such   appropriate   interpleader   or  other
         proceedings  in  connection  ___  therewith  as  it  may  deem  proper,
         notwithstanding anything in this Agreement to the contrary.

6.       ESCROW AGENT'S LIABILITY.  The Escrow Agent's obligations and duties in
         connection  herewith are confined to those  specifically  enumerated in
         this  Agreement.  The Escrow Agent shall not be in any manner liable or
         responsible for the sufficiency,  correctness,  genuineness or validity
         of any  instruments  deposited with it or with reference to the form of
         execution thereof,  or the identity,  authority or rights of any person
         executing or depositing  same, and the Escrow Agent shall not be liable
         for any loss that may occur by reason of forgery,  false representation
         or the exercise of its discretion in any  particular  manner or for any
         other reason, except for its own negligence or willful misconduct.

7.       BINDING  AGREEMENT  AND  SUBSTITUTION  OF ESCROW  AGENT.  The terms and
         conditions of this Agreement  shall be binding on the heirs,  executors
         and  assigns,  creditors or  transferees,  or  successors  in interest,
         whether by operation of law or otherwise,  of the parties  hereto.  If,
         for any  reason,  the Escrow  Agent  named  herein  should be unable or
         unwilling to continue as such Escrow Agent, then the parties hereto may
         substitute,  by mutual  written  agreement,  another person to serve as
         Escrow Agent.

8.       LAW  GOVERNING.  This  Agreement  shall be governed by and construed in
         accordance with the laws of the State of Texas.

         [Signature Page Follows]



                                       2

<PAGE>

         IN WITNESS  WHEREOF,  the  parties  have caused  this  Agreement  to be
executed as of the day and year first above written.

                                         VBOT:

                                         VeryBestoftheInternet.com, Inc.


                                         --------------------------------------
                                         Daniel Gunter, Chief Executive Officer


                                         Escrow Agent:

                                         Securities Transfer Corporation


                                         --------------------------------------
                                         Kevin Halter, President







                                       3