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                                                                    Exhibit 4.3



                                ESCROW AGREEMENT


         THIS ESCROW AGREEMENT, dated as of ___________, 2001 (Escrow
Agreement), is by and between PODS, INC. ("Company"); and SUNTRUST BANK,
a national banking association, as Escrow Agent hereunder (Escrow Agent).

                                   BACKGROUND

         A.       Company is offering a minimum of $1,000,000 and a maximum of
$10 million of Series A Subordinated Convertible Debentures of the Company (the
Debentures) at par, pursuant to a registered public offering which includes a
Prospectus dated ___________, 2001, and attached hereto as Exhibit A (the
Prospectus).

         B.       In accordance with the Prospectus, subscribers for Debentures

(the Subscribers and individually, a Subscriber) will be required to submit
full payment to the Escrow Agent for their respective investments at the time
they deliver an order to purchase Debentures, and Escrow Agent has agreed to
accept, hold, and disburse such funds deposited with it and the earnings
thereon in accordance with the terms of this Escrow Agreement.

         C.       In order to establish the escrow of funds and to effect the
provisions of the Prospectus, the parties hereto have entered into this Escrow
Agreement.


                             STATEMENT OF AGREEMENT

         NOW THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto, for
themselves, their successors and assigns, hereby agree as follows:

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

                  "Cash Investment" shall mean the dollar amount of Debentures
purchased by any Subscriber as set forth in the Prospectus.

                  "Cash Investment Instrument" shall mean a check, money order
or similar instrument, made payable to the "SunTrust, Escrow Account," in full
payment for the Debentures to be purchased by any Subscriber. The minimum amount
of Debentures to be purchased by any Subscriber has been set in the Prospectus
at Twenty-Five Thousand Dollars.

                  "Debentures" shall have the meaning set forth in the section
of this Escrow Agreement titled "Background."

                  "Escrow Funds" shall mean the funds deposited with the Escrow
Agent pursuant to this Agreement, together with any interest and other income
thereon.

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                  "Minimum Offering" shall mean Debentures in the aggregate
principal amount of $1,000,000.

                  "Minimum Offering Notice" shall mean a written notification by
Company which shall specify that subscriptions for the Minimum Offering have
been received; that, to the best of Company's knowledge after due inquiry and
review of its records, Cash Investment Instruments in full payment for that
amount of Debentures equal to or greater than the Minimum Offering have been
received, deposited with and collected by Escrow Agent; and that such
subscriptions have not been withdrawn, rejected or otherwise terminated.

                  "Subscriber" or" Subscribers" shall have the meaning set forth
in the section of this Escrow Agreement titled "Background."

                  "Subscription Accounting" shall mean an accounting of all
subscriptions for Debentures received and accepted by Company as of the date of
such accounting, indicating for each subscription the Subscriber's name, social
security number and address, the number and total purchase price of subscribed
Debentures, the date of receipt by Escrow Agent of the Cash Investment
Instrument, and notations of any nonpayment of the Cash Investment Instrument
submitted with such subscription, any withdrawal of such subscription by the
Subscriber, any rejection of such subscription by Company, or other termination,
for whatever reason, of such subscription.

         2.       Appointment of and Acceptance by Escrow Agent. Company hereby
appoints Escrow Agent to serve as escrow agent hereunder, and Escrow Agent
hereby accepts such appointment in accordance with the terms of this Escrow
Agreement.

         3.       Deposits into Escrow.


                  a.    Until the receipt by the Escrow Agent of Cash Investment
Instruments totaling $1,000,000, upon receipt by Escrow Agent of any Cash
Investment Instrument for the purchase of Debentures, Escrow Agent shall deposit
the Cash Investment Instrument into the following escrow account:


                               SunTrust Bank
                               Tampa, FL  ABA # ____________
                               _____________________________
                               FFC: (*TBD*)
                               ATTN: _______________________

Each such deposit shall be accompanied by the following documents:

         (1)      a report containing such Subscriber's name, social security
 number or taxpayer identification number, address and other information
required for withholding purposes;

         (2)      a Subscription Accounting; and


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         (3)      instructions regarding the investment of such deposited funds
in accordance with Section 6 hereof.

         ALL FUNDS SO DEPOSITED SHALL REMAIN THE PROPERTY OF THE SUBSCRIBERS
ACCORDING TO THEIR RESPECTIVE INTERESTS AND SHALL NOT BE SUBJECT TO ANY LIEN OR
CHARGE BY ESCROW AGENT OR BY JUDGMENT OR CREDITORS' CLAIMS AGAINST COMPANY
UNTIL RELEASED TO COMPANY IN ACCORDANCE WITH SECTION 4(a) HEREOF.

                  b.    Company understands and agrees that all checks and
similar instruments received by Escrow Agent hereunder are subject to
collection requirements of presentment and final payment, and that the funds
represented thereby cannot be drawn upon or disbursed until such time as final
payment has been made and is no longer subject to dishonor. Upon receipt,
Escrow Agent shall process each Cash Investment Instrument for collection, and
the proceeds thereof shall be held as part of the Escrow Funds until disbursed
in accordance with Section 4 hereof. If, upon presentment for payment, any Cash
Investment Instrument is dishonored, Escrow Agent's sole obligation shall be to
notify Company of such dishonor and to forward such Cash Investment Instrument
to Company to take whatever action it deems necessary. Notwithstanding the
foregoing, if for any reason any Cash Investment Instrument is uncollectible
after payment of the funds represented thereby has been made by Escrow Agent,
Company shall immediately reimburse Escrow Agent upon receipt from Escrow Agent
of written notice thereof.

         Upon receipt of any Cash Investment Instrument that represents payment
less than or greater than the Cash Investment, Escrow Agent's sole obligation
shall be to notify Company of such fact and to return such Cash Investment
Instrument to the Subscriber.

                  c.    All Cash Investment Instruments shall be made payable
to the order of, or endorsed to the order of, "SunTrust Bank, Escrow Account,"
and Escrow Agent shall not be obligated to accept, or present for payment,
any Cash Investment Instrument that is not payable or endorsed in that manner.

         4.       Disbursements of Escrow Funds.


                  a.    Completion of Minimum Offering. Subject to the
                        provisions of Section 10 hereof, Escrow Agent shall pay
                        to Company the liquidated value of the Escrow Funds, by
                        certified or bank check or by wire transfer, no later
                        than fifteen (15) business days following receipt of
                        the following documents:

                        (1)   A Minimum Offering Notice;

                        (2)   Subscription Accounting, substantiating the sale
                              of the Minimum Offering; and

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                        (3)   Such other certificates, notices or other
                              documents as Escrow Agent shall reasonably
                              require.

         Notwithstanding the foregoing, Escrow Agent shall not be obligated to
disburse the Escrow Funds to Company if Escrow Agent has grounds to believe
that Cash Investment Instruments in full payment for that number of Debentures
equal to or greater than the Minimum Offering have not been received, deposited
with and collected by the Escrow Agent.


         After the disbursement of Escrow Funds to Company pursuant to this
Section 4(a), Escrow Agent shall pay to Company any additional funds received
with respect to the Debentures, by certified or bank check or wire transfer, no
later than fifteen (15) business days after receipt.


                  b.    Rejection of Any Subscription or Termination of the
Offering. No later than fifteen (15) business days after receipt by Escrow
Agent of written notice (i) from Company that Company intends to reject a
Subscriber's subscription, or (ii) from Company that there will be no closing
of the sale of Debentures to Subscribers, Escrow Agent shall pay to the
applicable Subscriber(s), by certified or bank check and by first class mail,
the amount of the Cash Investment paid by each Subscriber with interest earned
thereon.


                  c.    Expiration of Offering Period. Notwithstanding anything
to the contrary contained herein, if Escrow Agent shall not have received a
Minimum Offering Notice on or before July 15, 2001, Escrow Agent shall, within
fifteen (15) business days after such date and without any further instruction
or direction from Company, return to each Subscriber, by certified or bank check
and by first class mail, the Cash Investment made by such Subscriber, together
with interest earned thereon.


         5.       Suspension of Performance or Disbursement Into Court. If, at
any time, there shall exist any dispute between Company, Escrow Agent, any
Subscriber or any other person with respect to the 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 Company has not within thirty (30) days of the furnishing by
Escrow Agent of a notice of resignation pursuant to Section 7 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 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
have been appointed (as the case may be); provided however, that Escrow Agent
shall continue to invest the Escrow Funds in accordance with Section 6 hereof;
and/or


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                  b.    petition (by means of an interpleader action or any
other appropriate method) any court of competent jurisdiction in Tampa, Florida,
for instructions with respect to such dispute or uncertainty, and pay into such
court all funds held by it in the Escrow Funds for holding and disposition in
accordance with the instructions of such court.

Escrow Agent shall have no liability to Company, any Subscriber or any other
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 or with respect
to any other action required or requested of Escrow Agent.

         6.       Investment of Funds. Escrow Agent shall invest and reinvest
the Escrow Funds as Company shall direct (subject to applicable minimum
investment requirements) in writing; provided, however, that no investment or
reinvestment may be made except in the following:

                  a.    direct obligations of the United States of America or
obligations the principal of and the interest on which are unconditionally
guaranteed by the United States of America; or

                  b.    money market mutual funds which invest solely in United
States Treasury securities which are direct obligations of the United States of
America or repurchase agreements that are fully collateralized by direct
obligations of the United States of America.

         If Escrow Agent has not received written instructions from Company 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 written instructions have
been received, in investments described in clause (b) above. Each of the
foregoing investments shall be made in the name of Escrow Agent in its stated
capacity as escrow agent. No investment shall be made in any instrument or
security that has a maturity of greater than ninety (90) days. Notwithstanding
anything to the contrary contained herein, Escrow Agent may, without notice to
Company, 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 written
investment instruction of Company received by Escrow Agent after ten o'clock,
a.m., Tampa, Florida, 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 Tampa, Florida, are open for business.

         7.       Resignation and Removal of Escrow Agent. Escrow Agent may
resign from the performance of its duties hereunder at any time by giving ten
(10) days' prior written notice to Company or may be removed, with or without
cause, by Company, in writing, at any time by the giving of ten (10) days'
prior written notice to Escrow Agent. Such resignation or removal shall take
effect upon the appointment of a successor Escrow Agent as provided herein
below. Upon any such notice of resignation or removal, Company shall appoint a
successor Escrow Agent hereunder, which shall be a commercial bank, trust
company or other financial institution with a combined capital and



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surplus in excess of $10,000,000. Upon the acceptance in writing of any
appointment as 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.

         8.       Liability of Escrow Agent.

                  a.    Escrow Agent shall have no liability or obligation with
respect to the Escrow Funds to either the Company or the Subscribers 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 Escrow Agreement. Escrow Agent
shall have no implied duties or obligations and shall not be charged with
knowledge or notice of 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 to conform to the provisions of this Escrow
Agreement. In no event shall Escrow Agent be liable for incidental, indirect,
special, consequential or punitive damages. Company and Subscribers release
Escrow Agent from any act done or omitted to be done by Escrow Agent in good
faith in the performance of its duties. Escrow Agent shall not be obligated to
take any legal action or commence any proceeding in connection with the Escrow
Funds or any account in which Escrow Funds are deposited or this Escrow
Agreement, or to appear in, prosecute or defend any such legal action or
proceeding. Without limiting the generality of the foregoing, Escrow Agent shall
not be responsible for or required to enforce any of the terms or conditions of
any subscription agreement with any Subscriber or any other agreement between
Company and/or any Subscriber. Escrow Agent shall not be responsible or liable
in any manner for the performance by Company or any Subscriber of their
respective obligations under any subscription agreement nor shall Escrow Agent
be responsible or liable in any manner for the failure of Company or any third
party (including any Subscriber) to honor any of the provisions of this Escrow
Agreement. Escrow Agent may consult legal counsel selected by it in the event of
any dispute or question as to the construction of any of the provisions hereof
or of any other agreement or of its duties hereunder, and shall incur no
liability and shall be fully indemnified from any liability whatsoever in acting
in accordance with the opinion or instruction of such counsel. Company shall
promptly pay, upon demand, the reasonable fees and expenses of any such counsel.

                  b.    The Escrow Agent is 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 the 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 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, the Escrow Agent is authorized, in
its



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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 is binding upon it
without the need for appeal or other action; and if the 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.

         9.       Indemnification of Escrow Agent. Subject to the provisions of
Section 8(a), from and at all times after the date of this Escrow Agreement,
Company shall, to the fullest extent permitted by law, indemnify and hold
harmless the 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 attorneys' 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 Company, 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 Escrow Agreement or any transactions contemplated herein, or
any act or omission whether or not any such Indemnified Party is a party to any
such action, 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 any liability finally determined by a court of
competent jurisdiction, subject to no further appeal, to have resulted solely
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 Company in writing, and
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 in the defense thereof, and the fees and expenses of such counsel
shall be paid by such Indemnified Party, except that Company shall be required
to pay such fees and expenses (a) Company agrees to pay such fees and expenses,
or (b) Company shall fail to assume the defense of such action or proceeding or
shall fail, in the reasonable discretion of such Indemnified Party, to employ
counsel satisfactory to the Indemnified Party in any such action or proceeding,
(c) Company is the plaintiff in any such action or proceeding or (d) the named
parties to any such action or proceeding (including any impleaded parties)
include both Indemnified Party and Company, and 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 Company.
Company shall be liable to pay fees and expenses of counsel pursuant to the
preceding sentence. All such fees and expenses payable by Company 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 Company under this Section 9 shall survive any termination of
this Escrow Agreement and the resignation or removal of Escrow Agent.


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         10.      Compensation to Escrow Agent.


                  a.    Fees and Expenses. Company shall compensate Escrow Agent
for its services hereunder in accordance with as separately agreed upon and, in
addition, shall reimburse Escrow Agent for all of its reasonable out-of-pocket
expenses, including reasonable 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 foregoing
compensation and reimbursement obligations shall be payable by Company upon
demand by Escrow Agent. The obligations of Company under this Section 10 shall
survive any termination of this Escrow Agreement and the resignation or removal
of Escrow Agent.


                  b.    Disbursements from Escrow Funds to Pay Escrow Agent.
The Escrow Agent is authorized to and may disburse from time to time, to itself
or to any Indemnified Party from the Escrow Funds (to the extent of Company's
rights thereto), the amount of any compensation and reimbursement of
out-of-pocket expenses due and payable hereunder (including any amount to which
Escrow Agent or any Indemnified Party is entitled to seek indemnification
pursuant to Section 9 hereof). Escrow Agent shall notify Company of any
disbursement from the Escrow Funds to itself or to any Indemnified Party in
respect of any compensation or reimbursement hereunder and shall furnish to
Company copies of all related invoices and other statements.

                  c.    Security and Offset. Company hereby grants to Escrow
Agent and the Indemnified Parties a security interest in and lien upon the
Escrow Funds (to the extent of Company's rights thereto) to secure all
obligations hereunder, and Escrow Agent and the Indemnified Parties shall have
the right to offset the amount of any compensation or reimbursement due any of
them hereunder (including any claim for indemnification pursuant to Section 9
hereof) against the Escrow Funds (to the extent of Company's rights thereto.)
If for any reason the Escrow Funds available to Escrow Agent and the
Indemnified Parties pursuant to such security interest or right of offset are
insufficient to cover such compensation and reimbursement, Company shall
promptly pay such amounts to Escrow Agent and the Indemnified Parties upon
receipt of an itemized invoice.

         11.      Representations and Warranties. Company makes the following
representations and warranties to Escrow Agent:

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

                  b.    This Escrow Agreement has been duly approved by all
necessary corporate action of Company, including any necessary shareholder
approval, has been executed by duly authorized officers of Company, and
constitutes a valid and binding agreement of Company, enforceable in accordance
with its terms.


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<PAGE>   9

                  c.    The execution, delivery, and performance by Company of
this Escrow Agreement will not violate, conflict with, or cause a default under
the articles of incorporation or bylaws of Company, any applicable law or
regulation, any court order or administrative ruling or decree to which Company
is a party or any of its property is subject, or any agreement, contract,
indenture, or other binding arrangement to which Company is a party or any of
its property is subject. The execution, delivery and performance of this
Agreement is consistent with and accurately described in the Prospectus, and
the allocation of interest and other earnings to Subscribers, as set forth in
Sections 4(b) and 4(c) hereof, has been properly described therein.

                  d.    No party other than the parties hereto and the
prospective Subscribers 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.

                  e.    Company hereby acknowledges that the status of Escrow
Agent is that of agent only for the limited purposes set forth herein, and
hereby represents and covenants that no representation or implication shall be
made that the Escrow Agent has investigated the desirability or advisability of
investment in the Debentures or has approved, endorsed or passed upon the
merits of the investment therein and that the name of the Escrow Agent has not
and shall not be used in any manner in connection with the offer or sale of the
Debentures other than to state that the Escrow Agent has agreed to serve as
escrow agent for the limited purposes set forth herein.

                  f.    All of the representations and warranties of Company
contained herein are true and complete as of the date hereof and will be true
and complete at the time of any deposit to or disbursement from the Escrow
Funds.

         12.      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 Middle District of Florida 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 of Hillsborough County
of Florida 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 service or process to vest personal jurisdiction over them in
any of these courts.

         13.      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 after delivery to any overnight courier, or when
transmitted by facsimile transmission facilities, and addressed to the party to
be notified as follows:

         If to Company at:                PODS, Inc.
                                          6061 45th Street North
                                          St. Petersburg, Florida  33714
                                          ATTENTION:  Thomas M. Calcaterra
                                          Facsimile Number:  (727) 520-0830

         If to the Escrow
         Agent at:                        SunTrust Bank
                                          as Escrow Agent
                                          401 East Jackson Street, 19th Floor
                                          Tampa, Florida 33601-3303
                                          ATTENTION: ________________________
                                          Facsimile Number: (813) ___________

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


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         14.      Amendment or Waiver. This Escrow Agreement may be changed,
waived, discharged or terminated only by a writing signed by Company and Escrow
Agent. No delay or omission by any party in exercising any right with respect
hereto shall operate as a 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.

         15.      Severability. To the extent any provision of this Escrow
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 Escrow Agreement.

         16.      Governing Law. This Escrow Agreement shall be construed and
interpreted in accordance with the internal laws of the State of Florida
without giving effect to the conflict of laws principles thereof.

         17.      Entire Agreement. This Escrow Agreement constitutes the
entire agreement between the parties relating to the acceptance, collection,
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.

         18.      Binding Effect. All of the terms of this Escrow Agreement, as
amended from time to time, shall be binding upon, inure to the benefit of and
be enforceable by the respective successors and assigns of Company and Escrow
Agent.

         19.      Execution in Counterparts. This Escrow Agreement may be
executed in two or more counterparts, which when so executed shall constitute
one and the same agreement.

         20.      Termination. Upon the first to occur of the disbursement of
all amounts in the Escrow Funds or deposit of all amounts in the Escrow Funds
into court pursuant to Section 5 hereof,


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<PAGE>   11

this Escrow Agreement shall terminate and Escrow Agent shall have no further
obligation or liability whatsoever with respect to this Escrow Agreement or the
Escrow Funds, except for its obligations under the last paragraph of Section
4(a).


         21.      Dealings. The Escrow Agent and any stockholder, director,
officer or employee of the Escrow Agent may buy, sell, and deal in any of the
securities of Company and become pecuniarily interested in any transaction in
which Company may be interested, and contract and lend money to Company and
otherwise act as fully and freely as though it were not Escrow Agent under this
Agreement. Nothing herein shall preclude the Escrow Agent from acting in any
other capacity for Company or any other entity.

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

                                     PODS, INC.

                                     a Florida corporation

[CORPORATE SEAL]                     By:
                                         --------------------------------------
ATTEST:
                                     Title:
--------------------                        -----------------------------------
    Secretary



                                     SUNTRUST BANK, AS ESCROW AGENT

                                     By:
                                         --------------------------------------

                                     Title:
                                            -----------------------------------



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<PAGE>   12

                                   Exhibit A

                                   Prospectus





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