EXHIBIT 10.2



                                ESCROW AGREEMENT



                  THIS ESCROW  AGREEMENT  (the "ESCROW  AGREEMENT"),  is entered
into as of  _______________,  2002, by and among  Pashleth  Investments  Ltd., a
company formed under the laws of British Columbia,  Canada,  acting as the agent
(the  "SUBSCRIPTION  AGENT")  of a  publicly  traded  company  (the  "COMPANY"),
______________________,  an  individual  residing at  __________________________
(the  "SUBSCRIBER") and Akin, Gump,  Strauss,  Hauer & Feld, L.L.P. (the "ESCROW
AGENT").  The  Subscription  Agent and the Subscriber are sometimes  referred to
herein individually as a "PARTY" and collectively as the "PARTIES."

                  Capitalized  terms used herein and not otherwise defined shall
have the  meanings  ascribed  thereto  in the  Subscription  Agreement  (defined
below).

                                    RECITALS

                  WHEREAS,  the  Subscription  Agent  and  the  Subscriber  have
entered into a Subscription  Agreement of even date herewith (the  "SUBSCRIPTION
AGREEMENT") for the purchase by the Subscriber of the Shares;

                  WHEREAS,   pursuant  to  Section   1.2  of  the   Subscription
Agreement,  the  Subscriber is required to deliver the Aggregate  Purchase Price
for the  Shares  (the  "ESCROWED  FUNDS") to the  Escrow  Agent,  to be held and
distributed  by the Escrow  Agent in  accordance  with the terms of this  Escrow
Agreement;

                  WHEREAS,  the Escrow Agent is willing to serve as escrow agent
pursuant to the terms and conditions hereinafter set forth.

                  NOW, THEREFORE, in consideration of the foregoing premises and
for other good and valuable consideration,  the receipt and adequacy of which is
hereby acknowledged, the Parties and the Escrow Agent hereby agree as follows:

1.       DEPOSIT AND RELEASE OF ESCROWED DOCUMENTS

       1.1.  RECEIPT OF TOTAL  PURCHASE PRICE AND  SECURITIES.  On the terms and
subject to the conditions of this Escrow  Agreement,  the Escrow Agent agrees to
receive,  deposit  and hold the  funds  representing  payment  of the  Aggregate
Purchase Price (the  "PAYMENT") in a non  interest-bearing  account (the "ESCROW
ACCOUNT") upon delivery  thereof by the Subscriber to the Escrow Agent. The date
that a Payment  is  received  into  escrow is  referred  to herein as a "PAYMENT
DATE". The Subscription Agent shall instruct the Subscriber to remit the Payment
in the form of a check (which  check must be  certified  if remitted  during the
five (5)  Business  Days prior to the  Closing  Date) or wire  transfers  to the
Escrow  Agent for  receipt by the Escrow  Agent at least two (2)  Business  Days
before the Closing  Date.  All such checks and wire  transfers  forwarded to the
Escrow Agent shall be accompanied by information  identifying the Subscriber and
the Subscriber's social security or tax identification  number and address. Wire
transfers of Payment to the Escrow  Account shall be made in U.S.  federal funds
transferred as follows:
<PAGE>


                  Transfer to:      The Chase Manhattan Private Bank
                                    1211 Avenue of the Americas, 37th Floor
                                    New York, NY 10036

                  Account Name:     Akin, Gump, Strauss, Hauer & Feld, L.L.P.
                  Account no.:      967-087457
                  ABA Number:       021000021

       1.2. RELEASE OF ESCROW FUNDS AND DELIVERY OF SECURITIES.

       (a) In the event  that  Subscriber  exercises  its  right to  revoke  the
subscription  pursuant  to Section  2.1(a) of the  Subscription  Agreement,  the
Subscription  Agent shall  provide the Escrow Agent with written  notice of such
revocation  (the  "REVOCATION  NOTICE")  and,  within ten (10)  Business Days of
receipt of the  Revocation  Notice,  the Escrow  Agent shall (i)  terminate  the
escrow  and  (ii)  distribute  the  Escrowed  Funds to the  Subscriber  by check
directly to the Subscriber in accordance with the amounts  deposited into escrow
by such Subscriber.

       (b) The  Subscription  Agent shall  provide the Escrow Agent with written
notice of the  effectiveness  of the Merger (the "NOTICE OF MERGER")  within one
(1) Business Day of the date of such effectiveness. In the event that the Merger
is  effective  on or before  the date which is sixty (60) days after the date of
the  Subscription  Agreement  (the "MERGER  DEADLINE"),  no later than the fifth
(5th) Business Day following the Escrow Agent's receipt of the Notice of Merger,
(i) the Escrow Agent shall  distribute  the Escrowed  Funds to the Company or as
designated  by the Company in writing,  and (ii) the  Company  shall  direct the
transfer agent of the Company to issue and deliver certificates representing the
Shares in the name of the  Subscriber  thereof to the address  specified  by the
Subscriber in the Subscription Agreement.

       (c) In the event that the Merger is not effective on or before the Merger
Deadline,  no later than the tenth (10th) Business Day after the Merger Deadline
the Escrow Agent shall (i) terminate the escrow and (ii) distribute the Escrowed
Funds to the Subscriber by check  directly to the Subscriber in accordance  with
the amounts deposited into escrow by such Subscriber.

2.       DUTIES AND RESPONSIBILITIES OF ESCROW AGENT

       2.1.  ACCEPTANCE.  The Escrow Agent hereby  accepts its  appointment  and
agrees to act as escrow  agent in  accordance  with and subject to the terms and
conditions of this Escrow Agreement.

       2.2.  LIMITED DUTIES.  The Parties  acknowledge and agree that the Escrow
Agent:  (i) shall not be responsible  for or bound by, and shall not be required
to inquire  into  whether  any Party or other  person is entitled to receive the
Escrowed Funds or any portion thereof  pursuant to the  Subscription  Agreement,
but  shall  be  obligated  only  for  the  performance  of  such  duties  as are
specifically set forth in this Escrow  Agreement;  (ii) may rely on and shall be
protected  in  acting  or  refraining  from  acting  upon  any  written  notice,
instruction,   instrument,  statement,  request  or



<PAGE>

document  furnished  to it  hereunder  and  believed  by it in good  faith to be
genuine and to have been signed or  presented  by the proper  person,  and shall
have no  responsibility  for  determining  the accuracy  thereof;  and (iii) may
consult  counsel  satisfactory  to it, and the opinion of such counsel  shall be
full and complete  authorization  and protection in respect of any action taken,
suffered or omitted by it  hereunder  in good faith and in  accordance  with the
opinion of such counsel.  The Escrow Agent shall not be required to inquire into
the  propriety of the Escrowed  Funds  deposited  hereunder nor shall the Escrow
Agent be required to  investigate  any other matter or  arrangement by and among
the Parties or any other person.

       2.3.  INDEMNITY.  The  Parties,  jointly and  severally,  hereby agree to
indemnify  and hold harmless the Escrow Agent and any of its employees or agents
against  and in  respect  of any and all  claims,  suits,  actions,  proceedings
(formal  and  informal),   investigations,   judgments,  deficiencies,  damages,
settlements,  liabilities,  and legal and other expenses  (including  reasonable
legal  fees and  expenses  of  attorneys  chosen  by  Escrow  Agent) as and when
incurred arising out of or based upon any act, omission, alleged act, or alleged
omission by the Escrow Agent, or its agents,  or any other cause, in any case in
connection  with the acceptance of, or the  performance  or  non-performance  by
Escrow  Agent,  or its agents,  of any of the Escrow  Agent's  duties under this
Escrow  Agreement.  The Escrow Agent shall not be liable for any mistake of fact
or of law or any error of  judgment,  or for any act or any  omission  or act of
negligence,  other  than bad  faith,  gross  negligence  or  willful  misconduct
(including  fraud),  and the Parties waive any such claim against  Escrow Agent.
The Escrow  Agent's  duty is only to the  Company or the  Parties to this Escrow
Agreement and to no other person whomsoever.

       2.4. EXPENSES. The Subscription Agent or the Company, as the case may be,
agrees to reimburse the Escrow Agent for its reasonable  out-of-pocket  expenses
(including  reasonable counsel fees) incurred in connection with the performance
of its duties and responsibilities under this Escrow Agreement.

       2.5.  RESIGNATION.  If the Escrow  Agent  shall be unable to act or shall
resign as Escrow Agent  hereunder,  the successor escrow agent shall be a proper
entity chosen by Escrow Agent in its sole discretion (the  "SUCCESSOR").  Escrow
Agent may at any time give written notice of its resignation  (the  "RESIGNATION
NOTICE") to the other parties hereto.  Such  resignation  shall take effect when
the Successor  accepts in writing its appointment as Successor and receives from
Escrow Agent,  the Escrowed  Funds.  If no Successor has been  appointed and has
accepted the Escrowed Funds within five (5) days after the Resignation Notice is
sent,  the  Subscription  Agent and the  Subscriber  may  petition  any court of
competent  jurisdiction  for the  appointment  of a  Successor.  Such  court may
thereupon  appoint a Successor  after Escrow Agent  deposits the Escrowed  Funds
into such court and after such notice,  if any, to the other  parties  hereto as
the court  may deem  proper  and  prescribe.  This  Escrow  Agreement  shall not
otherwise be assignable  without the prior written  consent of the other parties
hereto.

       2.6. NO  INTEREST.  The Escrow  Agent does not have and will not have any
interest in the Escrowed Funds, but is serving only as stakeholder,  having only
possession thereof.


<PAGE>


       2.7.  EXCLUSIVE DUTIES.  This Escrow Agreement sets forth exclusively the
duties of the Escrow Agent with respect to any and all matters pertinent thereto
and no implied duties or obligations shall be read into this Escrow Agreement.

       2.8. COUNSEL. The Parties acknowledge that the Escrow Agent (i) is acting
as counsel to the  Subscription  Agent and (ii) will be acting as counsel to the
Company in connection with the  transactions  contemplated  by the  Subscription
Agreement,  and the Parties  agree that  neither this Escrow  Agreement  nor the
Escrow  Agent's duties or actions as escrow agent  hereunder  shall prohibit the
Escrow  Agent  from  acting  or  continuing  to act as  legal  counsel  for  the
Subscription  Agent or the Company,  as the case may be, in connection  with the
transactions  contemplated by the  Subscription  Agreement  and/or in connection
with any dispute which may arise out of this Escrow Agreement.

3. DISPUTE RESOLUTION

       It is understood  and agreed that if any dispute shall arise with respect
to the delivery,  ownership,  right of possession or disposition of the Escrowed
Funds,  or any portion  thereof,  or if the Escrow  Agent shall in good faith be
uncertain  as to its  duties or rights  hereunder,  the  Escrow  Agent  shall be
authorized,  without  liability to anyone, to (i) refrain from taking any action
other than to  continue  to hold the  Escrowed  Funds  pending  receipt of joint
written  instruction signed by each of the Parties, or (ii) deposit the Escrowed
Funds with any court of competent  jurisdiction located in the State of New York
or any Federal Court located in the State of New York, in which event the Escrow
Agent shall give written notice thereof to each of the Parties and thereupon the
Escrow  Agent  shall be relieved  and  discharged  from all further  obligations
pursuant to this Escrow  Agreement.  The Escrow Agent may, but shall be under no
duty whatsoever to,  institute or defend any legal  proceedings  which relate to
the Escrowed  Funds.  The Escrow Agent shall have the right to retain counsel if
it becomes  involved in any  disagreement,  dispute or  litigation on account of
this Escrow  Agreement or otherwise  determines  that it is necessary to consult
counsel.

4. NOTICES

       Unless otherwise provided, any notice, consent, approval,  authorization,
waiver or other communication  required or permitted under this Escrow Agreement
shall be given in writing and shall be deemed  effectively  given upon  personal
delivery to the party to be notified, on the next business day after delivery to
a nationally  recognized overnight courier service, upon confirmation of receipt
of a  facsimile  transmission  or five (5) days  after  deposit  with the United
States Post Office,  by  registered  or certified  mail,  postage  prepaid,  and
addressed  to the  party to be  notified  at the  address  or  facsimile  number
indicated  below for such  party,  or at such  other  address  as such party may
designate upon written notice to the other parties (except that notice of change
of address  shall be deemed given upon  receipt).  A copy of any notice given by
the  Subscription  Agent or the  Subscriber to the Escrow Agent pursuant to this
Escrow Agreement shall be given simultaneously to the other Party. A copy of any
notice given by the Escrow Agent pursuant to this Escrow  Agreement to any Party
shall be given simultaneously to each other Party.

<PAGE>

                  (a) In the case of the Subscription Agent:

                           Pashleth Investment Ltd.
                           #5 - 4360 Agar Drive
                           Richmond, British Columbia
                           V7B 1A3
                           Phone:   (604) 279-0515
                           Fax:     (604) 279-1876
                           Attn:  Joel Dumaresq

                           and with a copy (which shall not constitute notice)
                           to:


                           Akin, Gump, Strauss, Hauer & Feld, L.L.P.
                           590 Madison Avenue
                           New York, NY 10022
                           Phone:   (212) 872-1045
                           Fax:     (212) 407-3245
                           Attn:  Willie E. Dennis, Esq.


                  (b)      In the case of the Subscriber, at the address set
forth on the signature page hereto,

                  (c)      In the case of the Escrow Agent to:

                           Akin, Gump, Strauss, Hauer & Feld, L.L.P.
                           590 Madison Avenue
                           New York, NY 10022
                           Phone:   (212) 872-1045
                           Fax:     (212) 407-3245
                           Attn:  Willie E. Dennis, Esq.

5.       MISCELLANEOUS

       5.1.  ENTIRE  AGREEMENT.  This  Escrow  Agreement  and  the  Subscription
Agreement  between the  Subscription  Agent and the  Subscriber  constitute  the
entire  agreement  among the parties with respect to the subject  matter hereof,
and supersede all prior and contemporaneous  arrangements or understandings with
respect thereto, whether written or oral.

       5.2.  AMENDMENTS  AND WAIVERS.  Any term of this Escrow  Agreement may be
amended and the  observance  of any term of this Escrow  Agreement may be waived
(either  generally  or in a  particular  instance  and either  retroactively  or
prospectively), only by an instrument in writing and signed by the Party against
whom such amendment or waiver is sought to be enforced. The duties of the Escrow
Agent  under this Escrow  Agreement  may not be


<PAGE>



altered,  amended,  modified  or  revoked  except by an  instrument  in  writing
executed by the Escrow Agent and each of the Parties.

       5.3.  SUCCESSORS  AND  ASSIGNS.  Except as otherwise  expressly  provided
herein,  the terms and  conditions of this Escrow  Agreement  shall inure to the
benefit of and be binding  upon the  respective  successors  and  assigns of the
parties.  Nothing in this Escrow Agreement,  express or implied,  is intended to
confer  upon any  person  or  entity  other  than the  parties  hereto  or their
respective  successors  and  assigns  any  rights,  remedies,   obligations,  or
liabilities  under or by  reason  of this  Escrow  Agreement,  except  as may be
expressly provided in this Escrow Agreement.

       5.4. GOVERNING LAW. This Escrow Agreement,  including the validity hereof
and the rights and obligations of the parties hereunder,  and all amendments and
supplements hereof and all waivers and consents hereunder, shall be construed in
accordance  with and governed by the domestic  substantive  laws of the State of
New  York  without  giving  effect  to any  choice  of law or  conflicts  of law
provision or rule that would cause the  application of the domestic  substantive
laws of any other jurisdiction.

       5.5.  SEVERABILITY.  If any provision of this Escrow  Agreement  shall be
adjudged  by a court to be  invalid or  unenforceable,  the same shall in no way
affect any other  provision of this Escrow  Agreement,  the  application of such
provision in any other  circumstances  or to any other party, or the validity or
enforceability of this Escrow Agreement.

       5.6.  CAPTIONS.  The headings and captions used in this Escrow  Agreement
are used for  convenience  only and are not to be  considered  in  construing or
interpreting this Escrow Agreement.

       5.7.  COUNTERPARTS.  This Escrow Agreement may be executed in two or more
counterparts,  each of  which  shall be  deemed  an  original,  but all of which
together shall constitute one and the same instrument.

       5.8.  CONSENT TO JURISDICTION  AND SERVICE OF PROCESS.  The  Subscription
Agent and the Subscriber hereby  irrevocably  consent to the jurisdiction of the
courts of the State of New York and of any Federal Court located in the State of
New  York,  each as may have  competent  jurisdiction,  in  connection  with any
action,  suit or other  proceeding  arising  out of or  relating  to this Escrow
Agreement or any action taken or omitted  hereunder,  waive personal  service of
any summons,  complaint or other process and agree that the service  thereof may
be made by certified or registered mail directed to such person at such person's
address for purpose of notice hereunder.

       5.9. JUDGMENTS. The Escrow Agent is hereby expressly authorized to comply
with  and  obey  any  order,   judgment  or  decree  of  a  court  of  competent
jurisdiction.  In case the Escrow  Agent obeys or complies  with any such order,
judgment or decree,  the Escrow  Agent shall not be liable to any of the Parties
or to  any  other  person,  firm,  corporation  or  entity  by  reason  of  such
compliance,  notwithstanding  that any such  order,  judgment  or decree  may be
subsequently


<PAGE>



reversed,  modified,  annulled, set aside, vacated or found to have been entered
into without jurisdiction.

       5.10.  TERMINATION  OF ESCROW  AGREEMENT.  This  Escrow  Agreement  shall
terminate and the Escrow Agent shall have no further  duties  hereunder upon the
earlier to occur of (a) the termination of the Subscription Agreement or (b) the
distribution  of all of the Escrowed  Funds pursuant to the terms and conditions
hereof.

                            [SIGNATURE PAGE FOLLOWS]



<PAGE>


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

SUBSCRIPTION AGENT:

PASHLETH INVESTMENTS LTD., on behalf of the Company


By: _____________________________________________

Name:____________________________________________

Title:___________________________________________


ESCROW AGENT

Akin, Gump, Strauss, Hauer & Feld, LLP

         By:
            _____________________________________
         Name:
              ___________________________________

SUBSCRIBER:

________________________________________________
Name:
Address: