KEY BANK NATIONAL ASSOCIATION
                                ESCROW AGREEMENT


         THIS ESCROW AGREEMENT (the "Agreement") is made and executed this __
day of _____ , 20__, by and among PACIFIC CMA whose address is 4750 Table Mesa
Dr. Boulder, CO 80301 and Corporate Stock Transfer, Inc. a Colorado Corporation,
(as Transfer Agent), whose address is 3200 Cherry Creek South Dr. Suite 430
Denver, CO 80209 (facsimile no. 303-282-5800), collectively, the "Depositors"),
and Key Bank National Association, Cherry Creek Branch ("Escrow Holder"), whose
address is 3300 E First Ave, Denver, Colorado 80206, Attention: Denise Garcia
(facsimile no. (303) 320-8214).

         1. Deposits. Depositors shall deposit with Escrow Holder the items
described below (collectively, the "Deposits"), which items shall be held and
disbursed in accordance with and subject to the terms and conditions of this
Agreement. The items to be deposited with Escrow Holder pursuant to this
Agreement are as follows:

                  Escrow Holder shall receive payments pursuant to the
Registration Statement on Form SB-2 declared effective by the Securities and
Exchange Commission on [        ], a copy of which has been delivered to Escrow
Holder. Escrow Holder will hold all Monies and other property in the Escrow
account free from any lien, claim or offset, except as set forth herein, and
such debts thereof, unless and until the conditions set forth in these
instructions to disbursement of such Monies have been fully satisfied.

                  Escrow Holder shall be provided the name and address of each
subscriber and amounts to be deposited into the escrow by Corporate Stock
Transfer, Inc.

         2. Disbursements. The Deposits are to be disbursed by Escrow Holder to
the following persons and/or entities upon the occurrence of the following
events:

     The escrow account will remain open until receipt by the Escrow Holder of
subscriptions and deposits totaling a minimum $400,000 and Escrow Holder shall
provide written notice to all parties to this agreement at such time that
collected funds of $400,000 have been deposited.

Escrow Holder will receive written instructions from Corporate Stock Transfer,
Inc., signed by Carylyn K. Bell, President that all subscribers have been
accepted and to disburse funds. Instructions must have been preceded by
instructions from Carylyn K. Bell specifying amounts of the outgoing
disbursements. After the minimum amount has been disbursed, deposits will
continue to be sent the Escrow Holder until the termination of the offering or
$2,400,000 total has been deposited. Funds will be disbursed from time to time
based on instructions from Corporate Stock Transfer, Inc., signed by Carylyn K.
Bell, President.

         3. Automatic Termination of Escrow. If any or all of the Deposits are
not disbursed by Escrow Holder pursuant to the provisions of paragraph 2 above
or otherwise withdrawn on or before [          ], subsequent to a 90 day
extension, Escrow Holder may mail the same to the following Depositor(s) at
their addresses as noted above.

All funds shall be returned to the subscribers referred to in paragraph 1 at a
fee of $10.00 per check payable by the company.

Upon mailing such items to the proper persons or entities pursuant to this
paragraph 3, Escrow Holder shall be relieved of and released from any and all
further obligations, duties and liability pursuant to this Agreement, and,
subject to the survival of paragraph 10 below, this Agreement immediately and
automatically shall terminate and shall be of no further force or effect.

         4. Amendment. These instructions may be altered, amended, modified or
         revoked by writing only, signed by all Depositors and Escrow Holder,
         and upon payment of all fees, costs and expenses incident thereto.



         5. Assignment. No assignment, transfer, conveyance or hypothecation of
         any right, title or interest in and to any or all of the Deposits shall
         be binding upon Escrow Holder unless: (a) approved in writing by all
         Depositors, (b) written notice thereof shall be served upon Escrow
         Holder and (c) all fees, costs and expenses incident to such
         assignment, conveyance or other transfer of interest shall have been
         paid.

         6. Notices. Any notice required or desired to be given to any party to
         this Agreement may be given either by personal delivery, or by Western
         Union telegram, by facsimile transmission, or by certified mail, return
         receipt requested, postage prepaid; provided, however, any notice given
         by facsimile transmission, to be effective, shall be followed by
         delivery of same by personal delivery or by certified mail, return
         receipt requested. All such notices shall be sent to a party at its
         address noted above, and such notice shall for all purposes be as
         effectual as though served upon such party in person at the time of
         personal delivery, or on the date of receipt in the case of
         transmission by telegram, or on the date of receipt of the original, in
         the case of transmission by facsimile, or two business days after the
         date of deposit in the U.S. mail, as applicable.

         7. Limitations on Duties. Escrow Holder shall hold and disburse the
         Deposits in accordance with the terms and conditions of this Agreement.
         If at any time in the performance of its duties as set forth in this
         Agreement it is necessary for Escrow Holder to receive, accept or act
         upon any notice or writing purported to have been executed or issued by
         or on behalf of any of the parties hereto, it shall not be necessary
         for Escrow Holder to ascertain whether or not the person or persons who
         have executed, signed or otherwise issued or authenticated the writing
         had the authority to so execute, sign or otherwise issue or
         authenticate said writing, or that they are the same persons named
         therein or otherwise to pass upon any requirements of such instruments
         that may be essential for their validity. Further, Escrow Holder shall
         have no responsibility or liability for the sufficiency or correctness
         as to form, manner, execution or validity of any instrument deposited
         or delivered pursuant to this Agreement, nor as to the truth or
         accuracy of any information contained therein, nor as to the identity,
         authority, capacity or rights of any person executing the same, nor for
         the failure to comply with the provisions, requirements or conditions
         of any agreement, contract or other instrument deposited with or
         delivered to Escrow Holder or referred to herein. Rather, the duties of
         Escrow Holder pursuant to this Agreement in all events shall be limited
         to the safekeeping of the funds, documents and other items actually
         received by Escrow Holder and the disposition of same in accordance
         with the instructions set forth above.

         8. No Liability for Actions Taken in Good Faith. Escrow Holder shall
         not be personally liable for any act it may do or omit to do hereunder
         while acting in good faith and in the exercise of its own subjective
         best judgment, and any act done or omitted by it pursuant to the advice
         of its own attorney shall be conclusive evidence of such good faith and
         best judgment.

         9. Notices and Warnings. Escrow Holder is hereby expressly authorized
         and directed to disregard any and all notices or warnings given by any
         of the parties hereto, or by any other person or entity, except as
         otherwise expressly set forth in this Agreement and except for orders
         or process of court, and Escrow Holder is expressly authorized to
         comply with and obey any and all orders, judgments or decree of any
         court. Escrow Holder shall not be liable to any of the parties hereto
         or to any other person or entity by reason of compliance with any
         order, judgment or decree of any court, even if such order, judgment or
         decree is reversed, modified, annulled, set aside or vacated, or is
         found to have been entered without jurisdiction.

         10. Indemnity. In consideration of the acceptance of this escrow by
         Escrow Holder, Depositors, jointly and severally, for themselves, their
         heirs, executors, administrators, successors and assigns (collectively,
         "Indemnitors"), covenant and agree to pay Escrow Holder its charges,
         costs and expense hereunder and to indemnify and hold Escrow Holder
         harmless as to any liability by it incurred to any person or entity by
         reason of its having accepted the same, or in connection with any
         performance by Escrow Holder in its capacity as the escrow holder
         pursuant to this Agreement. Further, Indemnitors covenant and agree to
         reimburse Escrow Holder for all costs and expenses, including, among
         other things, counsel fees and court costs incurred in connection with
         this Agreement and/or the Deposits. In case of any suit, proceeding,
         cause of action, demand or other claim to which Escrow Holder is or at
         any time may be a party, Indemnitors agree to pay, promptly upon Escrow
         Holder's demand, any and all costs and expenses, including without
         limit attorneys' fees, incurred by Escrow Holder in connection with
         same. Escrow Holder shall have a first and prior lien upon the Deposits
         to secure the performance of the indemnity and the other covenants of
         Indemnitors pursuant to this paragraph 10, and to secure the payment of
         any and all other charges, fees, costs and expenses payable to Escrow
         Holder pursuant to this Agreement. Notwithstanding any contrary
         provision of this Agreement, the provisions of this paragraph 10 shall
         survive the expiration and/or termination of this Agreement.

         11. Interpleader. If at any time a dispute shall exist as to the duty
         of Escrow Holder under the terms of this Agreement, or if at any time
         conflicting demands are served upon Escrow Holder, whether verbally or
         in writing, concerning the possession of, title to or proceeds of any
         or all of the Deposits, or if any dispute arises between or among
         Depositors and/or any other person or entity relating in any way to any
         item deposited, held or disbursed pursuant to or otherwise relating to
         this Agreement, Escrow Holder may deposit this Agreement and the items
         then or thereafter held by it pursuant to this Agreement with the Clerk
         of the District Court of the City and County of Denver, State of
         Colorado, and may interplead the parties hereto. Upon so depositing
         this Agreement and such items and filing its complaint in interpleader,
         Escrow Holder shall be relieved of and released from all liability
         under the terms hereof as to the items so deposited. If the Court does
         not provide for reimbursement to Escrow Holder for its attorney fees,
         costs and expenses related to the interpleader action out of the
         interplead funds, then Escrow Holder shall have a claim enforceable by
         separate action in Court against the parties, jointly and severally,
         for said attorney fees, costs and expenses.

         12. FDIC Insurance. In consideration of the fee paid to Escrow Holder
         as set forth in this Agreement and the covenants and agreements of
         Depositors as set forth above, Escrow Holder agrees to hold the
         Deposits in accordance and subject to the terms of this Agreement.
         During the period the Company is in possession of the deposit, the
         money will be deposited in an FDIC-insured depository (which depository
         may be Escrow Holder or any other bank owned or controlled by Key
         Corp.). Under no circumstances shall Escrow Holder have liability for
         loss of funds due to bank, savings and loan association or other
         depository failure, suspension or cessation of business, or any action
         or inaction on the part of the bank, savings and loan association or
         other depositor, or any delivery service transporting funds to and from
         such depository.

         13. Successors; No Third Party Rights. Subject to the provisions of
         paragraph 5 above, this Agreement shall be binding upon and inure to
         the benefit of the parties hereto and their respective heirs, personal
         representatives, successors and assigns. This Agreement is only for the
         benefit of the parties hereto and their respective heirs, personal
         representatives, successors and assigns, and no other person or entity
         shall be entitled to rely on, receive any benefit from or to enforce
         against any party hereto any provisions of this Agreement.

         14. Applicable Law. This Agreement shall be construed and enforced in
         accordance with the laws of the State of Colorado.

         15. Entire Agreement; Waiver. This Agreement constitutes the entire
         understanding between the parties with respect to the escrow
         arrangement contemplated herein, and all prior or contemporaneous oral
         agreements, understandings, discussions, representations and statements
         relating to said escrow are superseded by this Agreement. The waiver of
         any particular condition precedent, provision or remedy provided by
         this Agreement shall not constitute the waiver of any other.

         16. Business Day. If any date herein set forth for the performance of
         any obligation by Escrow Holder or any Depositor, or for the delivery
         of any funds, instrument or notice as herein provided, is a Saturday,
         Sunday or legal holiday, the compliance with such obligation or
         delivery shall be deemed acceptable if effected on the next business
         day following such Saturday, Sunday or legal holiday. As used herein,
         the term "legal holiday" means any state or federal holiday for which
         financial institutions or post offices are generally closed in the
         State of Colorado for observance thereof.

         17. Construction. This Agreement shall not be construed more strictly
         against one party than against any other merely by virtue of the fact
         that it may have been prepared by counsel for one of the parties, it
         being recognized that Escrow Holder and the Depositors have contributed
         substantially and materially to the preparation of this Agreement. The
         headings of various paragraphs in this Agreement are for convenience
         only and are not to be utilized i0 construing the content or meaning of
         the substantive provisions hereof.

         18. Time is of the Essence. All times, wherever specified herein, are
         of the essence of this Agreement. 19. Validity. If any term or
         provision of this Agreement shall be held illegal and unenforceable or
         inoperative as a matter of law, the remaining terms and provisions of
         this Agreement shall not be affected thereby, but each such term and
         provision shall be valid and shall remain in full force and effect.

         19. Escrow Holder's Representations and Warrants. The Escrow Holder
         represents and warrants that (i) it is a "bank" as such term is defined
         by Section 3(a)(6) of the Security Exchange Act of 1934, as amended
         (the "Exchange Act") and (ii) the Deposits will only be invested
         in investments permitted under Rule 15c2-4 promulgated under the
         Exchange Act.

         20. Counterparts. This Agreement may be executed in any number of
         counterparts, each of which shall be deemed an original and all of
         which shall be taken to be one and the same instrument, to the same
         effect as if all of the parties hereto had signed the same signature
         page. Any signature page of this Agreement may be detached from any
         counterpart of this Agreement without impairing the legal effect of any
         signatures thereon and may be attached to another counterpart of this
         Agreement identical in form hereto but having attached to it one or
         more additional signature pages.

         22. Escrow Fee. The parties agree that Escrow Holder's fee for its
         services pursuant to this Agreement shall be $ 250.00, payable in full
         upon Depositors' execution of this Agreement.

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



ESCROW HOLDER:                        KEY BANK NATIONAL ASSOCIATION



                                      By:______________________________
                                         Name: Denise Garcia
                                         Its: Vice President


DEPOSITORS:                          Pacific CMA, Inc.


                                       By:_______________________________
                                          Name: Alfred Lam
                                          Its:  Chairman


                         CORPORATE STOCK TRANSFER, INC.


                                        By:________________________________
                                           Name: Carylyn K. Bell
                                           Its:  President