Exhibit 10.1


                                ESCROW AGREEMENT

     This Escrow Agreement, dated as of December __, 2001 (this "Agreement"), is
by and  among  Crest  View  Inc.,  a Nevada  corporation  (the  "Company"),  and
Southwest Escrow Company, a Nevada trust company (the "Escrow Agent").


          WHEREAS,  the  Company is  offering  up to 2.1  million  units (each a
     "Unit"),  each Unit consisting of one share of the common stock,  par value
     $.001 per share, of the Company and one-third (1/3) of a Class A Redeemable
     Common Stock Purchase Warrant, by means of a prospectus, dated December __,
     2001 (the  "Prospectus"),  forming a part of the Registration  Statement on
     Form SB-2, as amended (Registration Number 333-45780), filed by the Company
     with the United States  Securities and Exchange  Commission (the "SEC") and
     declared effective by the SEC on December __, 2001;

          WHEREAS, pursuant to the Prospectus,  the Company is offering for sale
     the Units on a self  underwritten,  best efforts 1.2 million  Units minimum
     (the  "Minimum   Offering"),   2.1  million  Units  maximum  (the  "Maximum
     Offering") basis;

          WHEREAS,  the Units are being  offered and shall be sold at a purchase
     price (the "Purchase  Price") of $.50 per Unit, for a period (the "Offering
     Period") of up to 90 days  commencing  on the date of this  Agreement  (the
     "Initial Offering Period"),  unless extended for an additional period of up
     to 90 days at the sole discretion of the Company and upon written notice of
     such extension being given to the Escrow Agent on or before the termination
     of the Initial Offering Period;

          WHEREAS, the Purchase Price may be paid in the form of cash, certified
     check,  bank check,  or a reduction or  cancellation of indebtedness of the
     Company;

          WHEREAS, pursuant to the Prospectus,  the proceeds to the Company from
     the  sale of the  Units  are to be held in  escrow  pending  the  Company's
     receipt of  subscriptions,  acceptable to the Company in the Company's sole
     discretion (each, a  "Subscription"),  sufficient to consummate the Minimum
     Offering; and

          WHEREAS, the Prospectus  contemplates that the Escrow Agent will serve
     as escrow agent on the terms and subject to the conditions provided in this
     Agreement.

          NOW,  THEREFORE,  in  consideration  of the  premises  and the  mutual
     covenants  contained  in  this  Agreement,  and  other  good  and  valuable
     consideration,  the receipt and  adequacy of which is hereby  acknowledged,
     the parties hereto agree as follows:

1.   The Company  hereby  appoints the Escrow Agent as the  Company's  agent and
     custodian for the purposes of this Agreement,  and the Escrow Agent accepts
     such  appointment,  each upon the terms and subject to the  conditions  set
     forth in this Agreement.


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2.       During the Offering Period, the Escrow Agent shall do the following:

               (a) hold,  on the  Company's  behalf  and on behalf of each party
          making  a  Subscription  (each,  a  "Subscriber"),   the  amounts  and
          documentation  delivered  to the Escrow Agent from time to time by the
          Company  pursuant  to section 3 of this  Agreement;

               (b) deposit all  monetary  amounts  received by the Escrow  Agent
          representing  the  Purchase  Price  from all  Subscribers  under  this
          Agreement in a separate  account  maintained  by the Escrow Agent (and
          retain all  documents  evidencing  indebtedness  of the  Company to be
          reduced or canceled in payment of an appropriate Purchase Price) which
          enables the Escrow  Agent to transmit or return  appropriate  Purchase
          Price  and/or   interest  earned  on  such  Purchase  Price  (or  such
          documentation)  to the Subscriber  and/or the Company entitled to such
          monetary  amounts  (and/or such  documentation)  when the  appropriate
          event has occurred or fails to occur in  accordance  with section 6 of
          this Agreement;

               (c) either deposit the monetary amounts representing the Purchase
          Price received from each Subscriber in an interest  bearing account or
          invest  the  amounts  deposited  in  short-term  securities  issued or
          guaranteed  by the United  States  Government  (all  interest  paid or
          earnings on the amounts so deposited or invested, being "interest");

               (d)  maintain  a  complete  record of (i) the name,  address  and
          taxpayer  identifying  number of each  Subscriber,  (ii) the number of
          Units subscribed for by such Subscriber, as acceptable to the Company,
          (iii) the Purchase  Price  received from each  Subscriber and (iv) the
          form of payment of such Purchase Price; and

               (e)   otherwise   perform   the   Escrow   Agent's   duties   and
          responsibilities under this Agreement.

3.   Until funds and/or documentation  representing the aggregate Purchase Price
     for  the  Minimum  Offering  (i.e.,  $600,000.00)  (the  "Minimum  Offering
     Proceeds") are deposited  with the Escrow Agent,  the Company shall deliver
     to the Escrow Agent all proceeds from  Subscriptions for the Units received
     from  Subscribers  and  acceptable to the Company  within two business days
     from the date of receipt of such funds and/or documentation by the Company.

4.   From time to time during the Offering Period or until the Minimum  Offering
     Proceeds are received by the Escrow Agent,  whichever shall be the first to
     occur, the Company shall deliver to the Escrow Agent a statement containing
     (i) the name,  address and taxpayer  identifying  number of each Subscriber
     whose  Subscription is acceptable to the Company,  (ii) the number of Units
     subscribed for by such Subscriber,  as acceptable to the Company, (iii) the
     Purchase Price  received from each  Subscriber and (iv) the form of payment
     of such Purchase Price.

5.   Following  receipt of the Minimum  Offering  Proceeds  during the  Offering
     Period,  the Escrow  Agent shall  promptly  deliver  written  notice to the
     Company  confirming  the Escrow  Agent's  receipt of such Minimum  Offering
     Proceeds.


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6.   The  Escrow  Agent  shall  deliver  the  Minimum  Offering  Proceeds,  with
     interest, as follows:

               (a) To the Company (or in accordance  with the Company's  written
          instructions) promptly in the event that the Escrow Agent has received
          the Minimum Offering  Proceeds during the Offering  Period;  or

               (b) To the Subscribers, in the amount and form received from them
          when tendering their  respective  Subscriptions,  with their allocable
          share of interest (if their  Purchase  Price was paid in monetary form
          and not in the form of evidence  of  indebtedness),  promptly,  in the
          event that the  Minimum  Offering  Proceeds  are not  received  by the
          Escrow Agent on or prior to the termination of the Offering Period.

7.   In the event that the Minimum Offering Proceeds are disbursed in accordance
     with paragraph 6(a) of this  Agreement,  the Escrow Agent shall deposit any
     additional funds and/or documentation representing Subscriptions acceptable
     to the Company that the Escrow Agent receives and shall disburse such funds
     and/or  documentation  in accordance  with the written  instructions of the
     Company.

8.   The Escrow Agent hereby accepts its obligations  under this Agreement,  and
     represents  and  warrants  that the  Escrow  Agent  has the power and legal
     authority to enter into this  Agreement  and to perform the Escrow  Agent's
     obligations  under this  Agreement.  The Escrow Agent  covenants and agrees
     that all property held by the Escrow Agent pursuant to this Agreement shall
     be identified as being held in escrow in  connection  with this  Agreement.
     The Escrow  Agent  further  covenants  and agrees  that all  documents  and
     records   with  respect  to  the  matters   subject  to  and   transactions
     contemplated by this Agreement will be available,  upon reasonable  written
     notice,  for  examination  by the Company,  the SEC or any state "blue sky"
     securities authorities.

9.   The Escrow Agent shall be entitled to receive  from the Company,  from time
     to time, (a) reasonable  compensation for its services  rendered under this
     Agreement,  and (b) reimbursement  for any reasonable  expenses incurred by
     the Escrow Agent hereunder. The Escrow Agent shall not have a lien upon, or
     any other right whatsoever to payment from, the property held by the Escrow
     Agent  pursuant  to this  Agreement,  for or on  account  of such  right to
     payment and reimbursement or otherwise.

10.  The Escrow Agent shall not have:

               (a) any duties or responsibilities  hereunder except as expressly
          set  forth  in this  Agreement;

               (b)  investment  responsibility  with  respect  to funds or other
          property   held  under  this   Agreement;

               (c)  responsibility  for  ascertaining  or taking any action with
          respect to calls,  conversions,  exchanges,  maturities,  tenders,  or
          other  matters  relating  to any  property  held by the  Escrow  Agent
          pursuant to this Agreement; nor

               (d) any duty to preserve  rights against any parties with respect
          to any property held by the Escrow Agent  pursuant to this  Agreement;
          in each  event,  whether or not the  Escrow  Agent has or is deemed to
          have knowledge or notice of such matters.


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<PAGE>

11.  The Escrow  Agent shall be  entitled to rely upon any notice,  certificate,
     affidavit, letter, document or other communication which is believed by the
     Escrow  Agent to be genuine  and to have been  signed or sent by the proper
     party or parties,  and may rely upon  statements  contained in such notice,
     certificate,  affidavit,  letter,  document, or other communication without
     further inquiry or investigation.

12.  The Escrow  Agent  shall not be liable for any action  taken in  accordance
     with the  terms  of this  Agreement,  including,  without  limitation,  any
     release of amounts held by the Escrow Agent pursuant to this Agreement. The
     Escrow  Agent  shall not be liable  for any other  action or failure to act
     under or in connection with this  Agreement,  except for the Escrow Agent's
     own willful misconduct.

13.  In the event of any  disagreement  between the Company and the Subscribers,
     or any other person, or any of them, resulting in an adverse claim to funds
     or property held by the Escrow Agent pursuant to this Agreement, the Escrow
     Agent shall be entitled,  at the Escrow  Agent's sole option,  to refuse to
     comply  with any such claim and shall not be liable for damages or interest
     to any such person or persons  for its failure to comply with such  adverse
     claims;  and the Escrow  Agent  shall be entitled to continue to so refrain
     until:

               (a) the rights of the averse  claimants  shall have been  finally
          adjudicated by a court of competent jurisdiction; or

               (b) all differences shall have been adjusted by agreement and the
          Escrow Agent shall have been  notified of such in a writing  signed by
          all interested persons. In the event of such disagreement,  the Escrow
          Agent,  in the  Escrow  Agent's  sole  discretion,  may file a suit in
          interpleader  for the purpose of having the  respective  rights of the
          claimants of such funds or other property adjudicated.

14.  The Company agrees to indemnify the Escrow Agent, and hold the Escrow Agent
     harmless,  from and against any and all claims, costs,  expenses,  demands,
     judgments, losses, damages, and liabilities (including, without limitation.
     reasonable  attorneys'  fees and expenses)  arising out of or in connection
     with this Agreement,  including,  without limitation, any action brought by
     the Escrow Agent pursuant to section 13 of this  Agreement,  except such as
     may be caused by the willful misconduct of the Escrow Agent.

15.  The Escrow Agent may at any time resign by giving prior  written  notice of
     such  resignation to the Company.  The Escrow Agent shall not be discharged
     from its duties and  obligations  under this  Agreement  until a  successor
     escrow agent shall have been  designated by the Company and such  successor
     escrow  agent shall have  executed  and  delivered  an escrow  agreement in
     substantially the form of this Agreement, and all property then held by the
     Escrow Agent pursuant to this  Agreement  shall have been delivered to such
     successor escrow agent.

16.  The term of this Agreement  shall commence as of the date of this Agreement
     and shall terminate upon the earlier to occur of the following:


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               (a) disbursement of all amounts held by the Escrow Agent pursuant
          to section 6 of this Agreement and  satisfaction of the Escrow Agent's
          other duties and responsibilities under this Agreement; or

               (b) receipt by the Escrow Agent of written notice executed by the
          Company   providing  for  the   termination   of  this  Agreement  and
          designating the manner of distribution of the items deposited with the
          Escrow Agent.

17.  All  requests,  demands,  notices  and  other  communications  required  or
     otherwise  given under this Agreement  shall be  sufficiently  given if (a)
     delivered  by hand  against  written  receipt  therefor,  (b)  forwarded by
     overnight  courier  requiring  acknowledgment  of  receipt or (c) mailed by
     postage  prepaid,  registered or certified mail,  return receipt  requested
     addressed, as follows:

          If to the Company, to:     Crest View Inc.
                                     1700 West Horizon Ridge Parkway - Suite 202
                                     Henderson, Nevada 89012
                                     Attention:  President

          with a copy to:            Snow Becker Krauss P.C.
                                     605 Third Avenue
                                     New York, New York 10158-0125
                                     Attention: Elliot H. Lutzker, Esq.

         if to the Warrant Agent, to:




         with a copy to:



     or, in the case of any of the parties hereto, at such other address as such
     party shall have furnished in writing,  in accordance with this section 17,
     to the other party to this Agreement.  Each such request, demand, notice or
     other  communication  shall be deemed  given (x) on the date of delivery by
     hand,  (y) on the first  business day  following the date of delivery to an
     overnight   courier  or  (z)  three  business  days  following  mailing  by
     registered or certified mail.

18.  This Agreement  shall be binding and inure to the benefit of the parties to
     this Agreement and their respective successors and assigns. Nothing in this
     Agreement  is intended or shall be  construed  to give any other person any
     right,  remedy or claim under,  in or with respect to this Agreement or any
     property held pursuant to this Agreement,  except as specifically set forth
     in this Agreement.


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19.  This  Agreement  shall be governed by, and be construed and  interpreted in
     accordance with, the internal laws of the State of Nevada.

20.  This  Agreement  may be entered into in any number of  counterparts  and by
     different  parties hereto in separate  counterparts,  each of which when so
     executed  shall be deemed to be an original and all of which taken together
     shall constitute one and the same agreement.


     IN WITNESS  WHEREOF,  the parties hereto have executed this Agreement as of
the date first above written.



                                        Crest View Inc.


                                        By:
                                           ------------------------------------
                                           Johnny R. Thomas, President

                                        Southwest Escrow Company


                                        By:
                                           ------------------------------------
                                           Dale E. Puhl, President