EXHIBIT 10.1
                                ESCROW AGREEMENT


                                ESCROW AGREEMENT


  ESCROW AGREEMENT, made and entered into as of the _____ day of ____, 2002, by
and between Grafton State Bank, a Wisconsin banking corporation ("Escrow Agent")
and Mentor Capital Consultants, Inc., a Delaware corporation ("Company").

                                  WITNESSETH:

  WHEREAS,  the Company proposes to offer, offer for sale and sell to the public
up to 875,000 units, each unit consisting of two shares of its common stock, par
value $0.0001 per share ("Common Stock"), and two warrants ("Warrants") to
purchase additional shares of Common Stock, each Warrant, respectively,
entitling the holder to purchase one share of Common Stock at the price of $3.00
and $4.00, respectively, at an initial offering price of $4.00 per Unit
("Offering");

  WHEREAS, a registration statement on Form SB-2 with respect to the Units,
including a form of prospectus, has been filed by the Company with the
Securities and Exchange Commission ("Commission") under the Securities Act of
1933, as amended ("Securities Act").  One or more amendments to or changes in
such registration statement have been or may be so filed, and a final form of
prospectus will be filed with the Commission upon the effectiveness of such
registration statement.  Such registration statement (including all exhibits
thereto), as amended at the time it becomes effective and at the time each
post-effective amendment thereto becomes effective, and the final prospectus
filed upon the effectiveness of such registration statement or post-effective
amendment (including any supplements to such final prospectus filed following
such effectiveness) are referred to herein, respectively, as the "Registration
Statement" and the "Prospectus";

  WHEREAS, the Registration Statement and the Prospectus provide that amounts
tendered by investors in payment of the subscription price for Units, including
checks, cash and cash equivalents ("Subscription Proceeds"), shall be deposited
and held in escrow in a segregated account until such Subscription Proceeds are
disbursed by the Escrow Agent pursuant to this Agreement; and

  WHEREAS, unless subscriptions for not less than 12,500 Units are accepted by
the Company and fully paid for on or before the Termination Date, the Offering
will terminate, and no Units will be sold.  "Termination Date" means the date
which is 90 days after the date upon which the Registration Statement first
becomes effective under the Securities Act (which effective date shall also be
the date of the Prospectus), unless extended by the Company in its discretion
for an additional 120 days.

  NOW, THEREFORE, in consideration of the mutual covenants set forth herein and
other good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the parties hereto agree as follows:

  1. Escrow.  From the date hereof through and including (i) the date of the
final disbursement of funds pursuant to this Agreement or (ii) termination of
the Offering by the Company, whichever later occurs, the Escrow Agent shall act
as escrow agent and shall receive and disburse all Subscription Proceeds and
earnings, if any, thereon in accordance with the terms of this Agreement.  The
Escrow Agent hereby represents to the Company that it is a "bank" as such term
is defined by Section 3(a)(6) of the Securities Exchange Act of 1934, as amended
("Exchange Act").

  2. Deposit Procedure.

    (a) The Escrow Agent shall establish an appropriate segregated account
        ("Escrow Account") designated as the "Mentor Capital Consultants, Inc.
        Escrow Account," or with such other appropriate designation as shall be
        assigned by the Escrow Agent and communicated to the Company.  The
        Escrow Agent shall cause all Subscription Proceeds transmitted to it by
        the Company to be held in the Escrow Account.  All checks received by
        the Escrow Agent are to be held uncashed until required to be submitted
        for collection pursuant to paragraph 2(b) of this Agreement.



    (b) All Subscription Proceeds received by the Company shall be promptly
        delivered to the Escrow Agent, at 101 Falls Road, Grafton, Wisconsin
        53024, together with a schedule of such payments and the subscriptions
        represented thereby.  Provided that the Escrow Agent shall have received
        with respect to each subscription for Units (i) Facsimile Notice (as
        defined herein) from the Company that a subscription has been received
        by the Company and (ii) Subscription Proceeds in the amount required to
        pay in full for such subscription, the Escrow Agent shall immediately
        commence the collection process (as applicable) with respect to such
        Subscription Proceeds.  Any payment item which is returned to the Escrow
        Agent on its initial presentation for payment need not again be
        presented for collection.  The Facsimile Notice provided for in this
        paragraph shall be given by the Company not more than five (5) days
        following receipt by the Escrow Agent of such Subscription Proceeds and
        not less than two (2) business days prior to any disbursement of
        Subscription Proceeds by the Escrow Agent pursuant hereto.

    (c) If a subscription is not accepted by the Company, the Company shall,
        within five (5) days following its receipt, provide the Escrow Agent
        with Facsimile Notice (as defined herein) of the name of the rejected
        subscriber, the address of the rejected subscriber, and the amount of
        Subscription Proceeds received from such rejected subscriber and
        delivered to the Escrow Agent by the Company.

    (d) If the Escrow Agent is holding collected funds with respect to a
        rejected subscription, the Escrow Agent shall promptly remit the full
        amount of Subscription Proceeds received by the Company and delivered to
        the Escrow Agent, without interest thereon or deduction therefrom, to
        the rejected subscriber at the address provided by the Company.  If the
        Escrow Agent has presented the Subscription Proceeds of a rejected
        subscriber for collection but has not yet collected funds, the Escrow
        Agent shall, promptly upon collection of such funds, remit the full
        amount of Subscription Proceeds received by the Company and delivered to
        the Escrow Agent, without interest thereon or deduction therefrom, to
        the rejected subscriber at the address provided by the Company.  If the
        Escrow Agent has not yet presented the Subscription Proceeds of a
        rejected subscriber for collection, the Escrow Agent shall promptly
        return in full the Subscription Proceeds received by a Selected
        Placement Agent and delivered to the Escrow Agent in the form so
        received and delivered, without interest thereon or deduction therefrom,
        to the rejected subscriber at the address provided by the Company.

  3. Investment of Escrow Funds.  The Escrow Agent shall invest all funds held
     in the Escrow Account (including earnings, if any, thereon) in United
     States government securities or securities guaranteed by the United States,
     certificates of deposit of banks located in the United States or any other
     investment, provided, in each case, that such investment is permitted by
     Rule 15c2-4, promulgated by the Securities and Exchange Commission under
     the Exchange Act ("Rule 15c2-4").  Such investments shall be made in a
     manner consistent with the requirement that the Subscription Proceeds be
     available for delivery by the Escrow Agent at the times described herein.
     The parties hereto recognize that there may be a forfeiture of interest in
     the event of early withdrawal from an interest-bearing account of
     investment.

  4. Initial Closing.

     (a) If the Escrow Agent shall (i) be holding in escrow collected funds
         representing Subscription Proceeds in an amount equal to the full
         purchase price of 12,500 Units and (ii) have received from the Company
         on or before the Termination Date and the Initial Closing Date,
         respectively, the Facsimile Notice (as defined herein) and related
         Confirmation (as defined herein) described in paragraph 4(b) hereof,
         then the Escrow Agent shall disburse the collected funds then held in
         the Escrow Account (less fees of the Escrow Agent as provided herein)
         to the Company, as provided herein and subject to the provisions
         hereof, at the Initial Closing.  As used in this Agreement, the terms
         "Initial Closing" and "Initial Closing Date" shall mean, respectively,
         the first disbursement of Subscription Proceeds by the Escrow Agent
         pursuant to this Agreement and the date upon which such disbursement
         occurs; the Initial Closing shall be scheduled as determined by the
         parties hereto.

     (b) On or before the Termination Date, the Escrow Agent shall have received
         Facsimile Notice (as defined herein) from the Company that all
         conditions precedent to the disbursement of Subscription Proceeds on
         the Initial Closing Date have been fully satisfied as required under
         the Registration Statement and Prospectus, specifically certifying that
         subscriptions for not less than 12,500 Units have been received and
         accepted by the Company on or before the Termination Date; Confirmation
         (as defined herein) of such Facsimile Notice shall be delivered to the
         Escrow Agent on or before the Initial Closing Date, dated as of the
         Initial Closing Date.

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     (c) Provided that the Escrow Agent shall have (i) received and be holding
         in escrow collected Subscription Proceeds as required under paragraph
         4(a) hereof, (ii) received the Facsimile Notice (as defined herein)
         required under paragraph 4(b) hereof on or before the Termination Date
         and (iii) received Confirmation (as defined herein) of the Facsimile
         Notice required under paragraph 4(b) hereof on or before the Initial
         Closing Date, the Escrow Agent shall, on the Initial Closing Date,
         disburse the collected funds then held in the Escrow Account as
         follows:  First, to the Escrow Agent in the amount of any fees then due
         and payable to such Agent (which shall not exceed on the Initial
         Closing Date the aggregate earnings, if any, on funds held in the
         Escrow Account, determined as of the business day immediately preceding
         such Closing Date); and Second, to the Company in the amount of any
         balance then remaining in the Escrow Account.

     (d) If any of the conditions described in paragraphs 4(a) and 4(b) hereof
         shall not have been fully satisfied at the close of business on the
         date (Termination Date or Initial Closing Date) specified herein for
         such compliance, the Escrow Agent shall promptly return all
         Subscription Proceeds directly to subscribers, without interest thereon
         or deduction therefrom, and the escrow provided for herein shall
         thereupon terminate.

  5. Additional Closings.

    (a) Subsequent to the Initial Closing Date, the collected funds then held in
        the Escrow Account shall be disbursed by the Escrow Agent from time to
        time at one or more Additional Closings.  As used herein, the terms
        "Additional Closing" and "Additional Closing Date" shall mean,
        respectively, any such further closing and the date upon which such
        closing occurs; Additional Closings shall be scheduled as determined by
        the parties to this Agreement.

    (b) Prior to the disbursement of collected funds held in the Escrow Account
        at any Additional Closing, the Escrow Agent shall have received
        Facsimile Notice (as defined herein) from the Company that all
        conditions precedent to such disbursement by the Escrow Agent have been
        fully satisfied as required under the Registration Statement and
        Prospectus.  The Facsimile Notice from the Company provided for in this
        paragraph 5(b) must be received by the Escrow Agent not less than two
        (2) business days prior to such Additional Closing Date; Confirmation
        (as defined herein) of such Facsimile Notice shall be delivered to the
        Escrow Agent by the Company on or before such Additional Closing Date,
        dated as of such Additional Closing Date.

    (c) Provided that the Facsimile Notice (as defined herein) required under
        paragraph 5(b) hereof shall have been received by Escrow Agent not less
        than two (2) business days prior to, and confirmed in writing on or
        before, each Additional Closing Date, the Escrow Agent shall, on such
        Additional Closing Date, disburse the collected funds then held in the
        Escrow Account as follows:  First, to the Escrow Agent in the amount of
        any fees then due and payable to such Agent (which shall not exceed on
        any Additional Closing Date the aggregate earnings, if any, on funds
        held in the Escrow Account, determined as of the business day
        immediately preceding such Closing Date); and Second, to the Company in
        the amount of any balance then remaining in the Escrow Account.

  6. Books and Records.  The Escrow Agent shall maintain accurate records of all
     transactions hereunder.  Promptly upon the termination of escrow, or as may
     reasonably be requested by the Company prior thereto, the Escrow Agent
     shall provide the Company with a complete copy of such records, certified
     by the Escrow Agent to be a complete and accurate account of all such
     transactions.  The authorized representatives of the Company shall also
     have access to such books and records at all reasonable times during normal
     business hours upon reasonable notice to the Escrow Agent.

  7. Escrow Agent Fees.  As compensation for services performed by it pursuant
     to this Agreement, the Escrow Agent shall be entitled to receive from the
     Company the fees set forth on Schedule A hereto; such fees shall be
     deducted from Escrow Income (as defined in such Schedule A), and the
     Company shall pay to the Escrow Agent on demand any portion of such fees
     which remains unpaid following the final Closing.

  8. Termination.  This Agreement shall terminate on the final disposition of
     the moneys and property held in escrow under and pursuant to the terms
     hereof, provided that the rights of the Escrow Agent and the obligations
     of the Company under paragraphs 7 and 9 shall survive the termination
     hereof.

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  9. General Provisions.

    (a) This Agreement expressly sets forth all the duties of the Escrow Agent
        with respect to any and all matters pertinent hereto.
    (b) The Escrow Agent shall not be liable, except for its own negligence or
        willful misconduct and, except with respect to claims based upon such
        negligence or willful misconduct that are successfully asserted against
        the Escrow Agent.  The Company shall indemnify and hold harmless the
        Escrow Agent (and any successor Escrow Agent) from and against any and
        all losses, liabilities, claims, actions, damages and expenses,
        including reasonable attorneys' fees and disbursements, arising out of
        and in connection with this Agreement.

    (c) The Escrow Agent shall be entitled to rely upon any order, judgment,
        certification, demand, notice, instrument or other writing delivered to
        it hereunder without being required to determine the authenticity or the
        correctness of any fact stated therein or the propriety or validity of
        the service thereof.  The Escrow Agent may act in reliance upon any
        instrument or signature believed by it to be genuine and may assume that
        any person purporting to give notice or advice, or to accept and
        acknowledge receipt, or to make any statement or execute any documents
        in connection with the provisions of this Agreement has been duly
        authorized to do so.

    (d) In the event that the Escrow Agent (i) shall be uncertain as to its
        duties arising under this Agreement or (ii) shall receive instructions
        from the Company as to the funds held in the Escrow Account which, in
        its opinion, are inconsistent with each other or are in any conflict
        with any of the provisions of this Agreement, the Escrow Agent shall be
        authorized to hold any and all Subscription Proceeds received by it,
        together with any other amounts which shall accrue to or be deposited in
        the Escrow Account, pending the settlement of any such controversy by
        final adjudication of a court of competent jurisdiction, or the Escrow
        Agent may, at its option, deposit such funds with the clerk of a court
        of competent jurisdiction, in an appropriate proceeding to which all
        parties in interest are duly joined.

    (e) The Escrow Agent (and any successor escrow agent) may at any time resign
        as such by delivering all amounts held in the Escrow Account to any
        successor escrow agent designated by the Company in writing, or to any
        court of competent jurisdiction, whereupon the Escrow Agent shall be
        discharged of and from any and all further obligations arising in
        connection with this Agreement.  The resignation of the Escrow Agent
        will take effect (i) upon the appointment of a successor (including a
        court of competent jurisdiction) or (ii) thirty (30) days after the date
        of delivery of its written notice of resignation to the Company,
        whichever first occurs.  If at such time the Escrow Agent has not
        received a written designation of a successor escrow agent, the Escrow
        Agent's sole responsibility thereafter shall be to safekeep the funds
        held in the Escrow Account until receipt by the Escrow Agent of a
        written designation by the Company of a successor escrow agent or a
        final order of a court of competent jurisdiction.

    (f) The parties hereto hereby irrevocably submit to the jurisdiction of any
        Wisconsin state court or federal court sitting in Wisconsin in any
        action or proceeding arising out of or relating to this Agreement, and
        the parties hereby irrevocably agree that all claims in respect of such
        action or proceeding shall be heard and determined in such state or
        federal court.  The parties to this Agreement hereby consent to and
        grant to any such court jurisdiction over the persons of such parties
        and over the subject matter of any such dispute and agree that delivery
        or mailing of any process, instrument or other paper in connection with
        any such action or proceeding in the manner provided in this Agreement,
        or in such other manner as may be permitted by law, shall be valid and
        sufficient service of such process, instrument or other paper.

    (g) This Agreement shall be binding upon and inure solely to the benefit of
        the parties hereto and their respective successors and assigns, and
        shall not be enforceable by or inure to the benefit of any third party.
        Except as provided herein with respect to a resignation by the Escrow
        Agent, no party hereto may assign any of its rights or obligations under
        this Agreement without the prior written consent of the other parties
        hereto.

    (h) This Agreement may only be modified by a written instrument signed by
        the parties hereto, and no waiver hereunder shall be effective unless in
        writing signed by the party to be charged.

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    (i) The Escrow Agent makes no representation as to the validity, value,
        genuineness or the collectibility of any security or other document or
        instrument held by or delivered to such Escrow Agent pursuant to the
        terms of this Agreement.

    (j) For purposes hereof, "Facsimile Notice" shall mean the delivery by
        telephone facsimile (FAX) of a notice, request, demand or other
        communication provided for herein, and "Confirmation" shall mean the
        delivery by hand (via commercial courier service or otherwise) or by
        first class mail, if and to the extent required hereunder, of a
        manually-signed (if applicable) counterpart of any such notice, demand
        or other communication.  All Facsimile Notices and Confirmations shall
        be deemed given when received and shall be telecopied and delivered by
        hand, respectively, to the parties at the facsimile (FAX) telephone
        numbers and addresses listed below, or to such other persons or
        facsimile telephone numbers/addresses as the relevant party shall
        designate from time to time in writing delivered by hand as aforesaid:

  If to the Company:
                        Mentor Capital Consultants, Inc.
                        Attention:  Michael Bissonnette
                        Facsimile Notice (FAX) Telephone Number: (303)444-0406
                        Confirmation Address: 4940 Pearl East Circle, Suite 104
                        Boulder, Colorado 80301

  If to the Escrow Agent:
                        Grafton State Bank
                        Escrow Department
                        Attention:  Pat Liedtke
                        Facsimile Notice (FAX) Telephone Number: (262)377-6328
                        Confirmation Address: 101 Falls Road
                        Grafton, Wisconsin 53024

    (k) This Agreement shall be construed in accordance with and governed by the
        internal law of the State of Wisconsin.

    (l) This Agreement may be executed in several counterparts, each of which
        shall be deemed an original, and all of which together shall constitute
        one and the same instrument.

  IN WITNESS WHEREOF, the parties hereto have executed this Escrow Agreement as
of the day and year first above written.

                                          Mentor Capital Consultants, Inc.

                                     By: __________________________________
                                          W. Michael Bissonnette, President



                                          Grafton State Bank

                                     By: _____________________________
                                          Thomas J. Sheehan, President

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                                ESCROW AGREEMENT

                                   Schedule A

  This Schedule A to the Escrow Agreement, dated as of __________, 2002, by and
between Grafton State Bank ("Escrow Agent") and Mentor Capital Consultants, Inc.
("Company"), sets forth the compensation arrangements referred to in paragraph 7
of such Agreement, as follows:


  For services performed by it pursuant to the Escrow Agreement, the Escrow
Agent shall be entitled to receive from the Company fees in the amounts of
$1,500, payable upon the execution hereof, plus $250 per Closing and $10 per
subscriber (whether accepted or rejected); provided, however, that the Escrow
Agent shall receive, in the aggregate, not less than $2,000 in consideration of
its services rendered pursuant to the terms of the Escrow Agreement.  Except for
the initial payment due upon the execution of this Agreement, such fees shall be
(a) due and payable on the Initial Closing Date and each Additional Closing Date
until paid in full and (b) payable, through the final Closing, only from and to
the extent of available Escrow Income; provided that, if payments made from
available Escrow Income, made at the Initial Closing and one or more Additional
Closings are not, in the aggregate, sufficient to pay such fees in full, the
Company shall pay on demand any such fees which remain unpaid following the
final Closing.  "Escrow Income" is the amount of interest and/or dividends, if
any, which shall have been (x) paid on or in respect of the Escrow Account
(representing earnings on funds held therein) and (y) deposited in such Account
as collected funds on or prior to the business day immediately preceding such
Initial Closing Date or Additional Closing Date, as the case may be.  If and to
the extent that Escrow Income exceeds the aggregate fees payable to the Escrow
Agent hereunder, such excess shall be paid to the Company at the Initial Closing
or Additional Closing(s), as the case may be.  The foregoing notwithstanding, if
the Offering is terminated prior to the Initial Closing, the Escrow Agent shall
be entitled to receive fees in the aggregate amount of $2,500, and no more,
payable by the Company on demand.  All terms used herein shall have the same
meanings ascribed to them in the Escrow Agreement of which this Schedule is a
part.