EXHIBIT 10.3


                              FLEXXTECH CORPORATION

                              MAY DAVIS GROUP, INC.

                                ESCROW AGREEMENT

                                      WITH

                            FIRST UNION NATIONAL BANK


     This  Agreement is made and entered into as of August 14, 2001 by and among
FLEXXTECH  CORPORATION  (the  "Company"), a Nevada corporation, MAY DAVIS GROUP,
INC.  (the  "Placement Agent"), a Maryland corporation, and FIRST UNION NATIONAL
BANK,  a  national banking association with a principal New York corporate trust
office  at  12 E. 49th Street, 37th Floor, New York, New York 10017 (the "Escrow
Agent").

     WHEREAS,  the  Company  proposes  to  offer  for  sale to several investors
through  the  Placement Agent (a) up to $500,000 of the Company's debentures due
August  8,  2003 (the "Debentures") convertible into shares of the Common Stock,
$.001 par value per share (the "Common Stock") at the rate set forth therein and
(b)  up  to  $10,000,000  of the Common Stock.  The Debentures are being offered
through  the  Placement  Agent  pursuant  to  the terms of a Securities Purchase
Agreement  (the "Purchase Agreement") being entered into between the Company and
the  buyers  named therein, and the Stock is being offered through the Placement
Agent  pursuant  to the terms of an Equity Line of Credit Agreement (the "Equity
Line  of  Credit  Agreement")  being entered into between the Company and one or
more  investors.

     WHEREAS,  all  such  investments will be made in reliance upon registration
under  the  Securities  Act  of  1933,  as  may  be  amended.

     WHEREAS,  the  offering  of Debentures under the Purchase Agreement will be
consummated  at  a  closing (the "Debenture Closing") to be held pursuant to the
terms  and  conditions  of  the  Purchase  Agreement

     WHEREAS,  the  offering  of  Common  Stock  under the Equity Line of Credit
Agreement  will  terminate  at  the  close  of business thirty-six (36) calendar
months  after  the  date the registration statement covering the Common Stock is
declared  effective  (the  "Termination  Date").

     WHEREAS, with respect to all investment payments for the Debentures and the
Common Stock received from investors, the Company proposes to establish a single
escrow  account  with  the  Escrow  Agent  at  the office of its Corporate Trust
Department,  12  E.  49th  Street,  37th  Floor,  New  York,  New  York  10017.
 .

     WHEREAS,  the Company and the Placement Agent desire to establish an escrow
account ("Escrow Fund Account") in which those funds received from purchasers of
the  Debentures  will  be deposited pending the Closing and in which those funds
received  from  the  investors  of  the Common Stock (the "Subscribers") will be
deposited  pending  receipt  of  the  number  of  shares  of  Common Stock being
purchased.  The  Escrow Agent agrees to serve as escrow agent in accordance with
the  terms  and  conditions  set  forth  herein.

NOW  THEREFORE,  the  parties  hereto  agree  as  follows:

     1.     The  Escrow  Agent shall hold the Escrow Fund Account subject to the
terms of this Escrow Agreement and shall act in accordance with the instructions
contained  in  this  Escrow  Agreement.

     2.     Upon  the  written  instructions  of  the  Placement  Agent  and the
Company, the Escrow Agent shall deliver all or a part of the funds in the Escrow
Fund  Account and any Common Stock it may receive as Escrow Agent, at such times
and  in  such  manner  as  shall  be  set  forth  in  such written instructions.

Wire  transfers  to  the  Company  shall  be  made  as  follows:

Beneficiary  Account  Name:     North  Texas  Circuit  Board  Co.,  Inc.
1501  W.  Shady  Grove  Road
Grand  Prairie,  TX  75050
Beneficiary  Account  No.:     867713
ABA/Transit  No.:     111901234
Beneficiary  Bank:     Legacy  Bank  of  Texas
With  notice  to:      Steve  Young

3.     Unless  otherwise  instructed  by  the Placement Agent, any cash balances
held  under  this  Escrow  Agreement  shall  be  invested  in the Evergreen Cash
Management  Treasury Money Market Fund # 765.  All income earned from the Escrow
Fund  Account  shall be retained by the Escrow Agent and disbursed for any fees,
expenses  or  other  amounts  due  to  the  Escrow  Agent.

     4.     This Escrow Agreement shall terminate upon the final distribution of
all  amounts  in  the  Escrow  Account  and  any  income  earned thereon, unless
terminated  sooner  by  the  written  instructions  of the Company and Placement
Agent.

     5.     (a)     The  Escrow  Agent shall not in any way be bound or affected
by any notice of modification or cancellation of this Escrow Agreement unless in
writing  signed  by  the  Company  and the Placement Agent, nor shall the Escrow
Agent  be bound by any modification hereof unless the same shall be satisfactory
to  it.  The  Escrow  Agent  shall  be  entitled  to  rely  upon  any  notice,
certification,  demand or other writing delivered to it hereunder by the Company
and/or  the Placement Agent without being required to determine the authenticity
or the correctness of any facts stated therein, the propriety or validity of the
service  thereof,  or  the  jurisdiction  of  the  court  issuing  any judgment.

          (b)     The  Escrow  Agent  may  act  in  reliance  upon any signature
believed  by it to be genuine, and may assume that any person purporting to give
any  notice or receipt, or make any statements in connection with the provisions
hereof  has  been  duly  authorized  to  do  so.

          (c)     The  Escrow  Agent  may  act  relative hereto in reliance upon
advice  of  counsel in reference to any matter connected herewith, and shall not
be  liable  for  any  mistake  of  fact or error or judgment, or for any acts or
omissions  of  any  kind,  unless  caused  by  its  willful  misconduct or gross
negligence.

          (d)     The Escrow Agent may resign and be discharged of its duties as
Escrow Agent hereunder by giving ten (10) days written notice to the Company and
the Placement Agent.  Such resignation shall take effect ten (10) days after the
giving  of  such notice, or upon receipt by the Escrow Agent of an instrument of
acceptance  executed by a successor escrow agent and upon delivery by the Escrow
Agent to such successor of all of the escrowed documents and funds or securities
then  held by it.  If no successor escrow agent is appointed in writing ten (10)
days  after  giving such notice, the Escrow Agent shall deliver all funds in the
Escrow  Account  to  the  Company.

          (e)     The  Company  and  the Placement Agent hereby agree to jointly
and  severally,  indemnify  and  hold  the  Escrow Agent harmless from any loss,
liability  or  expense,  arising out of or related to this Escrow Agreement, and
for all costs and expenses, including the fees and expenses of counsel, incurred
in  connection  with  this  Escrow  Agreement.  The provisions of this paragraph
shall  survive  the  termination  of  this  Agreement.

          (f)     The  duties  and  obligations  of  the  Escrow  Agent shall be
determined  solely  by  the  express provisions of this Agreement and the Escrow
Agent  shall  not  be  liable  except  for  the  performance  of such duties and
obligations  as are specifically set forth in this Escrow Agreement.  The Escrow
Agent  shall  have no liability or duty to inquire into the terms and conditions
of  any  agreement  to  which  it  is  not  a  party.

          (g)     If  a  controversy  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 Agent shall deliver the Escrow Account or
any portion thereof or as to any other matter arising out of or relating to this
Agreement  or the Escrow Account deposited hereunder, the Escrow Agent shall not
be required to determine same and need not make any delivery of the funds in the
Escrow Account or any portion thereof but may retain such funds until the rights
of the parties to the dispute shall have finally been determined by agreement or
by  final  order of court of competent jurisdiction, provided, however, that the
time of appeal of any such final order has expired without an appeal having been
made.  The  Escrow Agent shall deliver the Escrow Account or any portion thereof
within  15  days  after the Escrow Agent has received written notice of any such
agreement  or  final order (accompanied by an affidavit that the time for appeal
has  expired  without  an  appeal  having been made).  The Escrow Agent shall be
entitled  to assume that no such controversy has arisen unless it has received a
written  notice  that such a controversy has arisen which refers specifically to
this  Agreement  and identifies by name and address the adverse claimants to the
controversy.  If a controversy of the type referred to in this paragraph arises,
the  Escrow  Agent  may,  in  its sole discretion but shall not be obligated to,
commence interpleader or similar actions or proceedings for determination of the
controversy.

          (h)     The  Escrow Agent shall not be required to institute or defend
any  action  (including  interpleader)  or  legal  process  involving any matter
referred  to herein which in  any manner affects it or its duties or liabilities
hereunder.  In  the  event  the  Escrow Agent shall institute or defend any such
action or legal process, it shall do so only upon receiving full indemnity in an
amount  and  of  such  character as it shall require, against any and all claims
liabilities,  judgments,  attorney's  fees  and  other expenses of every kind in
relation  thereto,  except  in  the  case of its own willful misconduct or gross
negligence.

          (i)     In  the  event that the Escrow Agent receives or becomes aware
of conflicting demands or claims with respect to any funds, securities, property
or  documents  deposited  or  delivered  in  connection herewith, or the parties
disagree  about  the  interpretation  of this Agreement, or about the rights and
obligations,  or  the  propriety, of any action contemplated by the Escrow Agent
hereunder,  or  if  the  Escrow  Agent otherwise has any doubts as to the proper
disposition of funds or the execution of any of its duties hereunder, the Escrow
Agent  shall  have  the right to discontinue any or all further acts on its part
until  such conflict, disagreement or doubt is resolved to its satisfaction.  In
addition,  the  Escrow  Agent  may,  in  its  sole discretion, file an action in
interpleader  in  any  court of competent jurisdiction to resolve the dispute or
uncertainty.  The  Placement Agent and the Company agree, jointly and severally,
to  indemnify  the Escrow Agent and hold it harmless from and against all costs,
including  reasonable  attorney's fees and expenses incurred by it in connection
with  such  action.  In  the  event  that  the  Escrow  Agent files an action in
interpleader,  it  shall  thereupon  be  fully  released and discharged from all
further obligations to perform any and all duties or obligations imposed upon it
by  this  Agreement, other than safekeeping of the assets in the Escrow Account,
if  not  paid  into  Court.

     6.     Any notice, direction, request, instruction, legal process, or other
instrument  to  be given or served hereunder by any party to another shall be in
writing, shall be delivered personally or sent by certified mail, return receipt
requested,  to  the  respective party or parties at the following addresses, and
shall  be  deemed  to  have  been  given  when  received.

          IF  TO  THE  COMPANY,

          Flexxtech  Corporation
          5777  W.  Century  Blvd,  Suite  767
          Los  Angeles,  CA  94010
          Tel.:  310-342-0794
          Fax:  310-342-0791

          Tax  ID#

          WITH  A  COPY  TO,

          William  E.  Swart,  Esq.
          Bell,  Nunnally  &  Martin  LLP
          3232  McKinney  Avenue
          Dallas,  TX  75204-2429
          Tel:  214  740.1400
          Fax:  214  740-1499


          IF  TO  THE  PLACEMENT  AGENT,

          Hunter  Singer
          May  Davis  Group,  Inc.
          c/o  National  Securities
          28th  Floor
          120  Broadway
          New  York,  New  York  10271
          Tax  ID#

          WITH  A  COPY  TO,

          William  A.  Newman,  Esq.
          McGuireWoods  LLP
          9  West  57th  Street,  Suite  1620
          New  York,  NY  10  019
          Tel.:  212  548-2160
          Fax:  212  548-2150

          If  to  the  Escrow  Agent:

          First  Union  National  Bank
          Corporate  Trust  Department
          12  E.  49th  Street
          37th  Floor
          New  York,  New  York  10017
          Tel:  (212)  451-2531
          Fax:  (212)  451-2537

          Any  party  may change its or his address by written notice to each of
the  other  parties.

     7.     The  Escrow Agent's fee for acting under this Escrow Agreement shall
be  set  forth  in  Schedule  A  attached  hereto.  The  Escrow Agent's fees and
expenses,  including  counsel  fees,  shall  be paid by the Company.  The Escrow
Agent  is  hereby  given  a  first  priority lien on the Escrow Fund to protect,
indemnify  and  reimburse  itself  for all fees, costs, expenses and liabilities
arising  out  of  this  Escrow  Agreement  and  the  performance  of  its duties
hereunder.

     8.     This  Escrow  Agreement shall be binding upon the parties hereto and
the  Escrow  Agent,  and  their respective successors, legal representatives and
assigns.










FLEXXTECH  CORPORATION                    MAY  DAVIS  GROUP,  INC.


By:  ________________________________     By: __________________________





                              FIRST  UNION  NATIONAL  BANK

                              ESCROW  AGENT



Date:  ______________________________     By: __________________________




























                            FIRST UNION NATIONAL BANK

                                   SCHEDULE A



I.     INITIAL  SET-UP  FEE                         $  500


II.     ADMINISTRATION  FEE                    $1,500
     -up  to  10  Subscribers/Holders,
     thereafter,  $50.00  per  Subscriber/Holder

III.     PER  CLOSING  FEE                         $
-for  each  closing  after  the  first  closing-,
$  500  per  closing.


The  above-mentioned  fees  are  basic  charges and do not include out-of-pocket
expenses,  which  will be billed in addition to the regular charges as required.
Out-of-pocket  expenses  shall include, but are not limited to: telephone tolls,
stationery  and  postage  expenses.

FIRST  UNION  NATIONAL  BANK
CORPORATE  TRUST  DEPARTMENT
12  E.  49TH  STREET
37TH  FLOOR
NEW  YORK,  NEW  YORK  10017
TEL:  (212)  451-2531
FAX:  (212)  451-2537


<PAGE>




                               [GRAPHIC  OMITED]








     Wiring  Instructions                         US  Mail/Overnight  Courier
     --------------------                         ---------------------------

FIRST  UNION  NATIONAL  BANK                  FIRST  UNION  NATIONAL  BANK
Charlotte  NC                                 Corporate  Trust  Department
ABA#  053  000  219                           12  E.  49th  Street
Credit  a/c     5000000016439                 37th  Floor
FFC:  3572000513  MAYDAVIS/FLEXX              New York, New York 10017
Attn:  CT  4882  NEW  YORK                    Tel:  (212)  451-2531
                                              Fax:  (212)  451-2537