Ex. 4.3 - 1

                                   EXHIBIT 4.3
                 AMENDED AND RESTATED RULE 419 ESCROW AGREEMENT




                          Letter of Escrow Instructions



To:               First Union National Bank
                  Corporate Trust Group
                  5847 San Felipe, Suite 1050
                  Houston, Texas 77057


         Win or Lose Acquisition Corporation - Rule 419 escrow,
         First Union National Bank Escrow No. 757000449

         This Letter of Escrow Instructions to First Union National Bank,
hereinafter called Escrow Agent, shall immediately and automatically become
operative and effective upon the commencement of a public offering of certain
securities of Win or Lose Acquisition Corporation (the "Company") which is
described more fully in the Company's Form S-1 Registration Statement under the
Securities Act of 1933 (Registration No. 333-52414).

         The Company will cause to be delivered, to the Escrow Agent, the
papers, money or property hereinafter described to be held and disposed of by
the Escrow Agent in accordance with the following instructions and upon the
terms and conditions hereinafter set forth, to which the undersigned agree:

1.       ESCROW PURPOSE:

1.1      This Escrow Agreement describes a single party clearing and holding
         escrow that will be established by Win or Lose Acquisition Corporation,
         of Dunedin, Florida, (the "Company") in accordance with the
         requirements of Securities and Exchange Commission Rule419, adopted
         pursuant to the provisions of Section 7(b) of the Securities Act of
         1933. The Company and the Escrow Agent are the only parties to this
         Escrow Agreement.

1.2      The Company intends to offer 600,000 shares of its $.001 par value
         common stock (the "Common Stock") to the public at a price of $0.25 per
         share (the "Offering") during a period commencing on the effective date
         of the Company's registration statement and ending upon the expiration
         of the offering period specified in the definitive Rule 424 prospectus
         filed by the Company with respect to the registration statement (the
         "Offering Period"). During the Offering Period, the purpose of the
         escrow shall be to receive, clear and hold subscription payments
         ("Subscription Funds") from certain persons ("Investors") who subscribe
         to purchase shares of Common Stock in the Offering.

1.3      If the Company successfully completes the Offering and sells all
         600,000 shares of Common Stock within the Offering Period, the purpose
         of the escrow shall be to hold, invest and ultimately distribute the
         following property in accordance with the terms of Sections 4 through 6
         this Escrow Agreement,

         (a)      The cash proceeds of the Offering ("Offering Proceeds") that
                  were delivered to the Escrow Agent by subscribers during the
                  Offering Period, together with any interest earned during the
                  Offering Period;

         (b)      An additional $15,000 in cash (the "Stockholders'
                  Contribution") that will be delivered to the Escrow Agent by
                  certain affiliates of the Company upon the successful
                  completion of the Offering;
<PAGE>

         (c)      Stock certificates evidencing the ownership of 600,000 shares
                  of the Company's $0.001 par value common stock (the "Investor
                  Shares") that will be sold to Investors in connection with the
                  Offering and will be delivered to the Escrow Agent by the
                  Company upon completion of the Offering;. and

         (d)      Stock certificates evidencing the ownership of up to 2,000,000
                  presently issued and outstanding shares of the Company's
                  $0.001 par value common stock (the "Founders' Shares") that
                  have been registered for resale by certain officers of the
                  Company.

1.4      It is expressly acknowledged that the Stockholder Contribution
         specified in Paragraph 1.3(b) is being contributed to the Escrow by the
         affiliates as an inducement to the Investors who subscribe to purchase
         Common Stock in connection with the Offering. In connection with the
         delivery of the Stockholder Contribution to the Escrow Agent, the
         persons making such delivery shall execute such releases and other
         documents as the Escrow Agent may deem necessary under the
         circumstances to forever release any claims that such affiliates may
         have for reimbursement or repayment of the Stockholder Contribution or
         any portion thereof.

1.5      This Escrow Agreement constitutes an essential element of the Company's
         proposed public offering of securities and is required by Securities
         and Exchange Commission Rule 419. The parties to this Escrow Agreement
         shall, at all times, conduct all of their activities relating to the
         Rule 419 escrow created hereby in strict compliance with the letter and
         the spirit of Rule 419. In the event of any inconsistency between the
         terms of this Escrow Agreement and the requirements of Rule 419, the
         requirements of Rule 419 shall have priority.

2.       ESCROW DEPOSITS:

2.1      During the Offering Period, the Escrow Deposits will be in the form of
         checks, bank wire transfers and other instruments of payment in favor
         of "Win or Lose Acquisition Corporation-Escrow Account."

2.2      The Investors will be instructed to deliver checks and other
         instruments of payment directly to the Escrow Agent together with
         manually signed original Subscription Agreements and such other
         documents as may be necessary to establish the Investor's name, address
         and social security number, and number of shares purchased to the
         satisfaction of the Escrow Agent. In accordance with Rule 15c2-4 under
         the Securities Exchange Act of 1934, the Company agrees to deliver any
         original Subscription Agreements, checks and other instruments of
         payment received by it to the Escrow Agent by noon of the next business
         day after receipt thereof

2.3      The Escrow Agent shall accept deposits to the Escrow Account for the
         entire Offering Period, without reference to the amount of Subscription
         Funds then on deposit. Upon deposit, all Subscription Funds will be
         subject to the terms of this Escrow Agreement. The Subscription Funds
         are to be invested by Escrow Agent from time to time in an Evergreen
         Cash Management Money Market Resource Class account without further
         instruction.

2.4      Any checks or other instruments of payment that have been presented for
         payment and have been dishonored are to be presented a second time. Any
         checks or other instruments of payment that have been dishonored twice
         are to be immediately returned to the Investor, with copies to the
         Company.

3.       FAILURE TO COMPLETE OFFERING:

3.1      In the event that (a) the Escrow Agent has not received and cleared a
         total of $150,000 in Subscription Funds on or before the close of
         business on the last day of the Offering Period (the "Termination
         Date"), or (b) the Company has not, within three days after the
         Termination Date, delivered a certificate to the Escrow Agent which
         states that all conditions precedent to the closing of the Offering
         have been satisfied, the Escrow Agent shall, within five days after the
         Termination Date, refund to each Investor the Subscription Funds
         submitted on his behalf, together with any interest earned on his
         Subscription Funds during the time the Subscription Funds have been
         collected and are available for investment.
<PAGE>

3.2      The Escrow Agent shall distribute all interest earned on the Escrow
         Account to the Investors, pro rata, according to the amount and date of
         each deposit. The Escrow Agent shall mail all refund checks to
         Investors no later than the close of business on the second day after
         the occurrence of an event specified above.

3.3      Notwithstanding any other provision of this Escrow Agreement, the
         Company reserves the right to terminate the Offering at any time and
         instruct the Escrow Agent to return the Subscription Funds to the
         Investors in accordance with the provisions of this Section 3.

4.       SUCCESSFUL COMPLETION OF OFFERING:

4.1      If the collected Subscription Funds on deposit in the escrow are more
         than $150,000 on the Termination Date, the Escrow Agent shall
         immediately prepare a summary compilation that identifies each
         Investor, states the date when the Investor's subscription was received
         by the Escrow Agent, and states the number of shares of common stock
         subscribed for by Investor. Within two days after receipt of the
         compilation prepared by the Escrow Agent, the Company shall reject
         sufficient subscriptions to eliminate any excess subscriptions and
         reduce the total Subscription Funds to exactly $150,000, plus
         accumulated interest. The Company reserves the right to partially
         reject subscriptions and shall endeavor to reject subscriptions in a
         manner reasonably calculated to result in an even distribution of its
         Common Stock among the Investors. After completing this process, the
         Company shall deliver to the Escrow Agent a definitive Investor list
         that identifies each Investor and states the number of shares of Common
         Stock that will be sold to such Investor.

4.2      Upon receipt of the definitive Investor list prepared by the Company,
         Escrow Agent shall promptly remit to each Investor who has submitted a
         subscription that was rejected in whole or in part by the Company any
         excess Subscription Funds attributable to his subscription, together
         with any interest earned on the Subscription Funds returned to the
         Investor. The Escrow Agent shall mail all refund checks to Investors no
         later than the close of business on the day after its receipt of the
         definitive Investor list.

4.3      After making any refunds required pursuant to the provisions of
         Paragraph 4.2, the Escrow Agent shall deliver a final Investor list to
         the Company. The final Investor list shall include detailed information
         on the identity of each Investor (including name, address, telephone
         number and taxpayer ID number), state the number of shares of Common
         Stock purchased by each Investor, and include such other information as
         may be required to insure compliance with the requirements of 12 CFR
         330.1 of the Regulations of the Federal Deposit Insurance Corporation.

4.4      As soon as practicable after the receipt of the final Investor list,
         the Company will deliver, or cause to be delivered, to the Escrow
         Agent, stock certificates for the Common Stock purchased by Investors.
         All stock certificates shall be registered in the name of the owner
         thereof and contain such other information as the Company and the
         Escrow Agent deem necessary or desirable to comply with the
         requirements of Securities and Exchange Commission Rule 419 and the
         Regulations of the Federal Deposit Insurance Corporation, or otherwise
         provide for the efficient performance of the Escrow Agent's duties
         hereunder.

4.5      When the Escrow Agent receives the stock certificates specified in
         Paragraph 4.4, it shall examine the stock certificates to confirm that
         the information on the stock certificates agrees in all particulars
         with the information in the final Investor list. In the event of any
         discrepancy between the records of the Escrow Agent and the records of
         the Company, the records of the Escrow Agent shall have priority.

4.6      When (a) the Company has rejected any excess subscriptions, (b) the
         excess Subscription Funds have been returned to the Investors, (c) the
         Escrow Agent has retained exactly $150,000 in Subscription Funds, plus
         accumulated interest, (d) the Escrow Agent has received the Stockholder
         Contribution and all associated releases, (e) the Escrow Agent has
         confirmed the information on the stock certificates specified in
         Paragraph 4.4, and (f) the Company has delivered to the Escrow Agent a
         certificate that all conditions precedent to the final closing of the
         offering have been satisfied, the Escrow Agent shall promptly disburse
         the sum of Fifteen Thousand Dollars ($15,000) to the Company. The
         Escrow Agent shall hold all remaining Subscription Funds, together with
         the Stockholder Contribution and the stock certificates,

<PAGE>

         until the funds and stock certificates are distributed in accordance
         with this Escrow Agreement.

4.7      When any of the Company's officers enter into an agreement to sell all
         or any part of the Founders' Shares that have been included in the
         Company's registration statement, the selling officer shall promptly
         deliver Stock Certificates representing the ownership of such Founders'
         Shares to the Escrow Agent. All such Stock Certificates shall be
         registered in the name of the selling stockholder and duly executed for
         transfer to the purchaser. Such Stock Certificates shall, upon delivery
         to the Escrow Agent, become subject to the provisions of this Escrow
         Agreement. All certificates for Founders Shares delivered to the Escrow
         Agent shall be accompanied by a copy of the associated stock purchase
         agreement and such additional documentation as the Company and the
         Escrow Agent deem necessary or desirable to comply with the
         requirements of Securities and Exchange Commission Rule 419, or
         otherwise provide for the efficient performance of the Escrow Agent's
         duties hereunder.

4.8      The Escrow Funds and all stock certificates delivered to the Escrow
         Agent pursuant to the provisions of this Section 4 shall be held,
         invested and disposed of by Escrow Agent in accordance with the
         following instructions and upon the terms and conditions set forth
         herein. Notwithstanding any other provision of this Escrow Agreement,
         the owners of Founders' Shares shall have no interest in the Escrow
         Funds and shall not participate in any cash distributions from the
         Escrow.

5.       INVESTMENT OF ESCROW FUNDS

5.1      At all times during the term of the Escrow, the Escrow Funds shall be
         held for the sole benefit of the Investors who shall be named and
         identified in accordance with 12 CFR 330.1 of the regulations of the
         Federal Deposit Insurance Corporation. At all times during the term of
         the Escrow, the records of the Escrow Agent shall show the name and
         percentage interest of each Investor who is a beneficial owner of
         Escrow Funds. For purposes of this provision, the Escrow Agent shall
         calculate the percentage interest of each Investor by dividing the
         number of shares of Common Stock owned by such Investor by 600,000.

5.2      The Escrow Funds may only be invested in (i) an obligation that
         constitutes a "deposit" as that term is defined in section 3(1) of the
         Federal Deposit Insurance Act, (ii) securities of an open-end
         investment company registered under the Investment Company Act of 1940
         that holds itself our as a money market fund meeting the conditions of
         paragraphs (c)(2), (c)(3), and (c)(4) of Rule 2a-7 under the Investment
         Company Act, or (iii) securities that are direct obligations of, or
         obligations guaranteed as to principal or interest by, the United
         States.

5.3      All interest earned with respect to the Escrow Funds shall be added to
         the principal thereof and treated as Escrow Funds for all purposes of
         this Escrow Agreement.

5.4      The Escrow Agent, in consultation with the Company, shall allocated the
         Escrow Funds in such a manner as will, in the judgment of the Escrow
         Agent, maximize the annual return on the Escrow Funds, maximize the
         amount that is insured by the United States and/or guaranteed as to
         principal and interest by the United States, and minimize the potential
         for loss of principal through market fluctuations.

5.5      The Escrow Funds shall not be invested in any securities that have a
         scheduled maturity of more than six months from the date of
         acquisition.

6.       TERMINATION AND DISBURSEMENTS:

6.1      Whenever the provisions of this Section 6 require the Escrow Agent to
         mail a refund check to an Investor, the following provisions shall
         apply:

         (a)      The then current balance of the Escrow Funds shall be
                  allocated among the Investors on a per share basis and the
                  Escrow Agent shall not be obligated to separately account for
                  interest earned on the Escrow Funds.
<PAGE>

         (b)      The Escrow Agent is authorized to determine the available
                  balance of the Escrow Funds on the disbursement date and
                  divide such balance by 600,000 shares to calculate the amount
                  of cash per share to be distributed to Investors.

         (c)      Refund checks shall be rounded to the nearest whole cent and
                  any overpayment resulting from such rounding shall be payable
                  in cash by the Company.

         (d)      Refund checks shall be mailed to the Investor entitled thereto
                  within five days after the occurrence or nonoccurrence of the
                  event that gives rise to the Company's refund obligation.

6.2      If the Company has not negotiated a business combination, filed a
         post-effective amendment to its registration statement, successfully
         completed a reconfirmation offering meeting the requirements of Rule
         419 and closed on the business combination agreement within 18 months
         after the effective date of its registration statement (the "Final
         Termination Date"), the Escrow Agent shall:

         (a)      Forward a refund check to each Investor who purchased shares
                  of the Company's Common Stock for cash in connection with the
                  Offering.

         (b)      Return all stock certificates to the Company for cancellation.

         When all stock certificates and all Escrow Funds have been disbursed in
         accordance with the provisions of this Paragraph 6.2, this Escrow
         Agreement will terminate.

6.3      If the Company negotiates a business combination, files a
         post-effective amendment to its registration statement and conducts a
         reconfirmation offering meeting the requirements of Rule 419; and the
         terms of such offering are not accepted by the holders of the number of
         shares specified in the definitive prospectus included in the Company's
         post-effective amendment, the Company shall immediately notify the
         Escrow Agent that the terms of its reconfirmation offering have been
         rejected and the Escrow Agent shall:

         (a)      Forward a refund check to each Investor who purchased shares
                  of the Company's Common Stock for cash in connection with the
                  Offering.

         (b)      Return all stock certificates to the Company for cancellation.

         When all stock certificates and all Escrow Funds have been disbursed in
         accordance with the provisions of this Paragraph 6.3, this Escrow
         Agreement will terminate.

6.4      If the Company negotiates a business combination, files a
         post-effective amendment to its registration statement and completes a
         reconfirmation offering meeting the requirements of Rule 419 on or
         before the Final Termination Date, the Company shall promptly deliver,
         or cause to be delivered, to the Escrow Agent:

(a)      A copy of the definitive prospectus included in its post-effective
         amendment and used in connection with the reconfirmation offering;

(b)      A schedule setting forth the identity of each Investor who purchased
         Common Stock for cash in connection with the Offering and has
         reconfirmed his investment in writing in connection with the
         reconfirmation offering;

(c)      A schedule setting forth the identity of each person who agreed to
         purchase Founders' Shares during the term of the Escrow and has
         reconfirmed his investment in writing in connection with the
         reconfirmation offering;

(d)      Copies of all subscription reconfirmation agreements that support the
         schedules specified in subparagraphs (c) and (d) above; and
<PAGE>

(e)      A schedule setting forth the identity of each Investor and each
         purchaser of Founders' Shares who has refused or failed to execute a
         reconfirmation agreement within the time limits specified in the
         definitive prospectus.

6.5      Upon receipt of the documentation specified in Paragraph 6.4, the
         Escrow Agent shall:

         (a)      Mail a refund check to each Investor who purchased Common
                  Stock for cash in connection with the Offering and refused or
                  failed to execute a reconfirmation agreement within the time
                  limits specified in Rule 419 and the definitive prospectus;

         (b)      Return to the Company all stock certificates registered in the
                  names of Investors who purchased Common Stock for cash in
                  connection with the Offering and refused or failed to execute
                  a reconfirmation agreement within the time limits specified in
                  the definitive prospectus;

         (c)      Return to the selling stockholders any Stock Certificates
                  representing Founders' Shares that were subject to a purchase
                  agreement during the term of the Escrow, but deliverable to a
                  purchaser who refused or failed to execute a reconfirmation
                  agreement within the time limits specified in the definitive
                  prospectus.

6.6      If the Company satisfies the conditions of Paragraph 6.4, actually
         closes the business combination described in the post-effective
         amendment to its registration statement and delivers to the Escrow
         Agent a Certificate signed by the President and Secretary that all
         conditions precedent to the final release of Escrow Funds set forth in
         Rule 419(e)(3) have been satisfied, the Escrow Agent shall:

         (a)      Mail a stock certificate to each Investor who purchased Common
                  Stock for cash in connection with the Offering and
                  subsequently executed a reconfirmation agreement;

         (b)      Deliver stock certificates for the remaining Founders Shares
                  to the closing agents specified in the associated stock
                  purchase agreements; but only if (a) the purchaser of such
                  Founders; Shares has executed a reconfirmation agreement, and
                  (b) a closing agent was specified in the purchase agreement
                  delivered to the Escrow Agent pursuant to Section 4.7 of this
                  agreement. In the event that a closing agent was not so
                  specified, the Escrow Agent shall retain possession of the
                  stock certificates pending its receipt of joint instructions
                  from the seller and purchaser.

         (c)      Transfer all remaining Escrow Funds to such account as may be
                  specified by the Company.

         When all stock certificates and all Escrow Funds deposited with the
         Escrow Agent have been disbursed in accordance with the provisions of
         this Paragraph 6.6, this Escrow Agreement will terminate.

7.       NO MODIFICATION:

7.1      After the deposit of the Stockholder Contribution, these instructions
         shall not be modified, rescinded or amended without the written consent
         of each Investor who may be adversely affected by such modification,
         rescission or amendment.

8.       GENERAL PROVISIONS:

8.1      All parties understand and agree that Escrow Agent is not a principal,
         participant, or beneficiary of the underlying transaction that
         necessitates this Escrow Agreement. The Escrow Agent shall be obligated
         only for the performance of such duties as are specifically set forth
         herein and may rely and shall be protected in acting or refraining from
         acting on any instrument believed by it to be genuine and to have been
         signed or presented by the proper party or parties, their officers,
         representatives or agents. The Escrow Agent shall not be liable for any
         action taken or omitted by it in good faith and believed by it to be
         authorized hereby, nor for action taken or omitted by it in accordance
         with the advice of its counsel. Escrow Agent shall be responsible for
         holding, investing and disbursing the Escrowed Assets pursuant to the
         Escrow Agreement, but in no event shall be liable for any exemplary or
         consequential damages in excess of Escrow Agent's fee hereunder.
<PAGE>

8.2      Unless otherwise provided herein, the Escrow Agent shall accept the
         Escrowed Assets pursuant to the Escrow Agreement and invest such assets
         at the written request of the parties hereto specifying with
         particularity or by accompanying schedule the type and identity of the
         assets to be deposited. Acceptance of the Escrowed Assets shall be
         communicated by Escrow Agent to parties by account statement or
         otherwise in writing as soon as practicable after receipt, and any
         discrepancies shall be noted to Escrow Agent by the parties in writing
         within forty five (45) days of receiving such communication. Failure to
         note any discrepancies shall be deemed confirmation of the description
         of Escrowed Assets listed on the report regardless of any variations
         from the original schedule. Any request to invest assets shall be in
         writing or facsimile and specify the type of investment to be made, the
         maturity date, and the principal amount to be invested. The Escrow
         Agent shall not be liable for delay or failure to invest funds without
         written instructions or for losses on any investments made by it
         pursuant to and in compliance with such instructions.

8.3      Should any controversy arise between the undersigned with respect to
         this Escrow Agreement or with respect to the right to receive the
         Escrowed Assets, Escrow Agent shall have the right to consult counsel
         and/or to institute a bill of interpleader in any court of competent
         jurisdiction to determine the rights of the parties. In the event it is
         a party to any dispute, Escrow Agent shall have the additional right to
         refer such controversy to binding arbitration. Should such actions be
         necessary, or should Escrow Agent become involved in litigation in any
         manner whatsoever on account of this Escrow Agreement of the Escrowed
         Assets made hereunder, the undersigned hereby bind and obligate
         themselves, their heirs and legal representatives to pay Escrow Agent,
         in addition to any charge made hereunder for acting as Escrow Agent,
         reasonable attorney's fees incurred by Escrow Agent, and any other
         disbursements, expenses, losses, costs and damages in connection with
         and resulting from such actions.

8.4      The Escrow Agent shall have no liability under, or duty to inquire
         beyond the terms and provisions of the Escrow Agreement, and it is
         agreed that its duties are purely ministerial in nature, and that the
         Escrow Agent shall incur no liability whatsoever except for willful
         misconduct or gross negligence so long as it has acted in good faith.
         The Escrow Agent shall not be bound by any modification, amendment,
         termination, cancellation, rescission or supersession of this Escrow
         Agreement unless the same shall be in writing and signed by all of the
         other parties hereto and, if its duties as Escrow Agent hereunder are
         affected thereby, unless it shall have given prior written consent
         thereto.

8.5      The Escrow Agent may at any time resign hereunder by giving written
         notice of its resignation to the other parties hereto, at their address
         set forth herein, at least ten (10) days prior to the date specified
         for such resignation to take effect, and upon the effective date of
         such resignation, the Escrowed Assets hereunder shall be delivered to
         such person as may be designated in writing by the appropriate parties
         executing this Escrow Agreement, whereupon all the Escrow Agent's
         obligations hereunder shall cease and terminate. The Escrow Agent's
         sole responsibility until such termination shall be to keep safely all
         Escrowed Assets and to deliver the same to a person designated by the
         appropriate parties executing this Escrow Agreement or in accordance
         with the directions of a final order or judgment of a court of
         competent jurisdiction.

8.6      The parties agree to indemnify, defend and hold the Escrow Agent
         harmless from and against any and all loss, damage, tax, liability and
         expense that may be incurred by the Escrow Agent arising out of or in
         connection with its acceptance or appointments as Escrow Agent
         hereunder, including costs and expenses of defending itself against any
         claim or liability in connection with its performance hereunder.

8.7      The parties jointly and severally agree to pay to the Escrow Agent its
         fees for the services rendered pursuant to the provisions of this
         Escrow Agreement and will reimburse the Escrow Agent for reasonable
         expenses, including reasonable attorney's fees incurred in connection
         with the negotiations, drafting and performance of such services.
         Except as otherwise noted, this fee covers account acceptance, set up
         and termination expenses; plus usual and customary related
         administrative services such as safekeeping, investment and payment of
         funds specified herein or in the exhibits attached. Activities
         requiring excessive administrator time or out-of-pocket expenses such
         as optional substitution of collateral or securities shall be deemed
         extraordinary expenses for which related costs, transaction

<PAGE>

         charges, and additional fees will be billed at Escrow Agent's standard
         charges for such items. A fee schedule has been provided to all parties
         to this Escrow.

8.8      Escrow Agent is hereby given a lien on all Escrowed Assets for all
         indebtedness that may become owing to Escrow Agent hereunder, which
         lien may be enforced by Escrow Agent by setoff or appropriate
         foreclosure proceedings.

8.9      The parties warrant to the Escrow Agent that there are no Federal,
         State or local tax liability or filing requirements whatsoever
         concerning the Escrow Agent's actions contemplated hereunder and
         warrant and represent to the Escrow Agent that the Escrow Agent has no
         duty to withhold or file any report of any tax liability under any
         Federal of State income tax, local or State property tax, local or
         State sales or use taxes, or any other tax by any taxing authority. The
         parties hereto agree to jointly and severally indemnify the Escrow
         Agent fully for any tax liability, penalties or interest incurred by
         the Escrow Agent arising hereunder and agree to pay in full any such
         tax liability together with penalty and interest if any tax liability
         is ultimately assessed against the Escrow Agent for any reason as a
         result of its action hereunder (except for the Escrow Agent's
         individual income tax liability arising from its income fees).

8.10     The Escrow Agent shall have no liability for loss arising from any
         cause beyond its control, including, but not limited to, the following:
         (a) the act, failure or neglect of any agent or correspondent selected
         by the Escrow Agent or the parties hereto; (b) any delay, error,
         omission or default connected with the remittance of funds; (c) any
         delay, error, omission or default of any mail, telegraph, cable or
         wireless agency or operator; (d) the acts or edicts of any government
         or governmental agency or other group or entity exercising governmental
         powers.

8.11     This Escrow Agreement shall be governed by and construed in accordance
         with the laws of the State of Texas. The parties hereto expressly waive
         such duties and liabilities, it being their intent to create solely an
         agency relationship and hold the Escrow Agent liable only in the event
         of its gross negligence or willful misconduct in order to obtain the
         lower fee schedule rates as specifically negotiated with the Escrow
         Agent.

9.       NOTICES:

9.1      All notices, demands, requests or payments provided for or given
         pursuant to this Escrow must be in writing or facsimile. All such
         notices shall be deemed to have been properly given or served by
         personal delivery or by depositing the same in the United States mail
         addressed to the person entitled to receive such notice at the address
         set forth below.

    To the Company:                             To the Escrow Agent:
         Sally A. Fonner, President                  First Union National Bank
         Win or Lose Acquisition Corporation         Corporate Trust Group
         1268 Bayshore Boulevard                     5847 San Felipe, Suite 1050
         Dunedin, Florida 34698                      Houston, Texas 77057

9.2      All notices shall be effective when received.

       Approved and accepted by the Parties this 1st day of February 2002.


Win or Lose Acquisition Corporation          First Union National Bank





By: /s/                                   By: /s/
   -------------------------------           ---------------------------------
     Sally A. Fonner, President               R. Douglas Milner, Vice President