EXHIBIT 10.10


                                ESCROW AGREEMENT
                                ----------------

     THIS  ESCROW  AGREEMENT (the "Agreement")is made as of October 23, 2001, by
and  between  FLEXXTECH  CORPORATION  (the "COMPANY"), DUTCHESS PRIVATE EQUITIES
FUND,  LP AND DAVID WYKOFF (cumulatively the "INVESTORS") and JOSEPH B. LAROCCO,
ESQ.,  with  an office at 49 Locust Avenue, Suite 107, New Canaan, CT 06840 (the
"ESCROW  AGENT").

                              W I T N E S S E T H:

     WHEREAS,  DUTCHESS  PRIVATE  EQUITIES FUND, LP will be purchasing a $60,000
secured  convertible  debenture  from  the  Company  and  DAVID  WYKOFF  will be
purchasing  a  $180,000  secured  convertible  debenture  from  the  Company
(cumulatively  the  "DEBENTURES"), pursuant to the Securities Purchase Agreement
entered  into  by  the  COMPANY  and  the  INVESTORS;  and

     WHEREAS,  COMPANY  and  INVESTORS have requested that the Escrow Agent hold
the  $240,000  and  certain  documents  in  escrow pursuant to the terms of this
Agreement.

     NOW,  THEREFORE,  in  consideration  of  the  covenants and mutual promises
contained  herein  and  other  good  and valuable consideration, the receipt and
legal  sufficiency  of which are hereby acknowledged and intending to be legally
bound  hereby,  the  parties  agree  as  follows:

                                    ARTICLE 1
                                    ---------
                    TERMS  OF  THE  ESCROW

1.1      The  parties hereby agree to have Joseph B. LaRocco, Esq. act as Escrow
Agent  whereby  the  Escrow  Agent  shall  hold the $240,000 in escrow until the
Escrow  Agent  has  received  the  following  (the  "Escrow  Documents"):

a.     copy  of  fully  executed  Securities  Purchase  Agreement;
b.     copy  of  fully  executed  Registration  Rights  Agreement;
c.     original  executed  Debentures  in  favor  of  each  Investor;
d.     original  executed  Opinion  Letter  from  Company  counsel;
e.     copy  of  fully  executed  Board  Resolution;
f.     copy  of  Purchase  Order;
g.     copy  of  fully  executed  Lock-up  Agreement;
h.     original  fully  executed  Security  Agreement;  and
i.     original  executed  UCC-1  Financing  Statement(s).

Once  the  Escrow  Agent  is  in  receipt  of  all  the Escrow Documents and the
$240,000,  he  shall  wire the sum of $19,200 to Dutchess Advisors, Ltd. per its
written  instructions,  $3,000  to  Bell,  Nunnally & Martin LLP per its written
instructions,  retain  $4,000 for legal and escrow fees and wire the net balance
of  $213,800  to  the  Company  per  its  written  instructions.

     In  the  event  the  Escrow  Agent does not receive the Shares on or before
October  25,  2001,  he shall notify the INVESTORS, who may cancel and terminate
this  Agreement  by  sending  written  notice to the Escrow Agent, in which case
Escrow  Agent  shall  wire  back  the  $240,000  to  INVESTORS without interest.

     1.2  Upon  Escrow Agent's receipt of funds from INVESTORS into the attorney
escrow  account  the  Escrow  Agent shall notify COMPANY of the amount received.

     1.3  COMPANY,  prior  to  or  upon  receipt  of said notice from the Escrow
Agent,  shall  deliver  to  Escrow  Agent  the  Shares  being  purchased without
restrictive  legend.

1.4     This  Agreement  may be altered or amended only with the written consent
of  all  of the parties hereto.  Should COMPANY attempt to change this Agreement
in  a  manner which, in the Escrow Agent's discretion, shall be undesirable, the
Escrow  Agent  may  resign as Escrow Agent by notifying COMPANY and INVESTORS in
writing.  In  the  case of the Escrow Agent's resignation or removal pursuant to
the foregoing, his only duty, until receipt of notice from COMPANY and INVESTORS
     that  a  successor  escrow  agent  has been appointed, shall be to hold and
preserve  the  Shares and funds that are in his possession.  Upon receipt by the
Escrow  Agent  of said notice from COMPANY and INVESTORS of the appointment of a
successor  escrow  agent, the name of a successor escrow account and a direction
to  transfer  the  Shares  and funds, the Escrow Agent shall promptly thereafter
transfer all of the Shares and funds that he is still holding in escrow, to said
successor  escrow  agent.  Immediately  after  said  transfer  of the Shares and
funds,  the  Escrow Agent shall furnish COMPANY and INVESTORS with proof of such
transfer.  The  Escrow  Agent  is authorized to disregard any notices, requests,
instructions or demands received by it from COMPANY or INVESTORS after notice of
resignation  or  removal  has  been  given.

     1.5   The Escrow Agent shall be reimbursed by COMPANY and INVESTORS for any
reasonable  expenses  incurred  in  the  event  there  is a conflict between the
parties  and  the  Escrow  Agent shall deem it necessary to retain counsel.  The
Escrow  Agent shall not be liable for any action taken or omitted by him in good
faith and in no event shall the Escrow Agent be liable or responsible except for
the Escrow Agent's own gross negligence or willful misconduct.  The Escrow Agent
has  made  no  representations or warranties in connection with this transaction
and  has  not  been  involved in the negotiation of the terms of the transaction
between  COMPANY  and  INVESTORS,  or  any matters relative thereto.  The Escrow
Agent  has  no liability hereunder to either party other than to hold the Shares
and  funds received by the INVESTORS and to deliver them under the terms hereof.
Each  party  hereto  agrees to indemnify and hold harmless the Escrow Agent from
and with respect to any suits, claims, actions or liabilities arising in any way
out  of  this  transaction  including  the obligation to defend any legal action
brought  which  in  any way arises out of or is related to this Agreement or the
investment  being  made  by  INVESTORS.  The COMPANY acknowledges and represents
that  it  is not being represented in a legal capacity by Joseph B. LaRocco, and
has  had  the  opportunity  to  consult with its own legal advisors prior to the
signing  of this Agreement.  The Escrow Agent is not rendering securities advice
to  the  COMPANY  with  respect  to  this  proposed  transaction.

                                    ARTICLE 2
                                    ---------
                                  MISCELLANEOUS

          2.1  No  waiver  of  any  breach  of  any covenant or provision herein
contained  shall  be  deemed  a  waiver  of  any  preceding or succeeding breach
thereof,  or  of any other covenant or provision herein contained.  No extension
of  time  for performance of any obligation or act shall be deemed any extension
of  the  time  for  performance  of  any  other  obligation  or  act.

          2.2 This Agreement is the final expression of, and contains the entire
agreement  between,  the  parties  with respect to the subject matter hereof and
supersedes  all  prior  understandings with respect thereto.  This Agreement may
not  be  modified,  changed, supplemented or terminated, nor may any obligations
hereunder  be  waived,  except by written instrument signed by the parties to be
charged  or  by  its  agent duly authorized in writing or as otherwise expressly
permitted  herein.

          2.3   Whenever required by the context of this Agreement, the singular
shall  include  the  plural  and  masculine  shall  include  the feminine.  This
Agreement  shall  not  be  construed  as  if  it had been prepared by one of the
parties,  but  rather  as  if  all  the  parties  had prepared the same.  Unless
otherwise  indicated,  all  references  to  Articles  are  to  this  Agreement.

          2.4  The  parties  hereto expressly agree that this Agreement shall be
governed  by, interpreted under, and construed and enforced in accordance of the
laws  of  the  State  of Connecticut.  Any action to enforce, arising out of, or
relating  in  any  way  to,  any  provisions  of this Agreement shall be brought
through  the  American  Arbitration  Association  at  the  designated  locale of
Stamford,  Connecticut.

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                              DUTCHESS  PRIVATE  EQUITIES  FUND,  L.P.
     BY  ITS  GENERAL  PARTNER  DUTCHESS
     CAPITAL  MANAGEMENT,  LLC



                         By:

                              Name:  Michael  A.  Novielli,  a  Managing  Member


                         DAVID  WYKOFF


                         By:_____________________________________
                               Name:  David  Wykoff



                         FLEXXTECH  CORPORATION

                      By:_____________________________________
                               Name:  Greg  Mardock,  its  President


                          JOSEPH  B.  LAROCCO,  ESCROW  AGENT


                         By:
                               Name:  Joseph  B.  LaRocco,  Esq.