Exhibit 10.1


                                ESCROW AGREEMENT

     THIS   ESCROW  AGREEMENT  (the  "Agreement")  dated  as  of the 29th day of
June 2001 by and among Hunapu Inc., a Nevada corporation, with an address at
1700 W. Horizon Ridge Parkway, Suite 101, Henderson, NV 89102 (the
"Corporation"), and Southwest Escrow Company, a financial institution chartered
under the laws of the State of Nevada, with an address at 401 North Buffalo,
Suite 205, Las Vegas, NV 89145 (the "Agent").

                              W I T N E S S E T H:

     WHEREAS, the Corporation is offering, on a "best efforts" basis (the
"Offering"), 600,000 units (the "Units"), each Unit consisting of one share of
common stock, $.001 par value (the "Common Stock"), and one-third Class A
Redeemable Common Stock Purchase Warrant (the "Warrants"), whereby the holder of
three (3) Units is entitled to exercise one Warrant to purchase one share of
Common Stock;

     WHEREAS, each subscriber in the Offering will enter into a Subscription
Agreement with the Corporation;

     WHEREAS, the Corporation is a "blank check" company within the meaning of
Rule 419 ("Rule 419") of the Securities Act of 1933, as amended (the "Act"); and

     WHEREAS, Rule 419 provides that:

     (a) The securities to be issued and the funds received in the Offering be
deposited and held in an escrow account until an acquisition meeting specified
criteria is completed;

     (b) Before the acquisition can be completed and before the funds and
securities can be released, the Corporation is required to update its
Registration Statement on Form SB-2 first filed on September 13, 2000 with the
Securities and Exchange Commission (the "Registration Statement") with a
post-effective amendment (the "Post-Effective Amendment") and, after the
effective date of the Post-Effective Amendment (the "Effective Date"), the
Corporation is required to furnish the subscribers with a supplemental
prospectus (which forms a part of the Post-Effective Amendment to the
Registration Statement) containing specified information, including a discussion
of the business and the audited financial statements of the proposed acquisition
candidates;

     (c) The subscribers must have no less than 20 and no more than 45 days (the
"Option Period") from the Effective Date to decide whether to remain a
subscriber or require the return of their subscription funds ("Optional Investor
Termination");

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     (d) Any subscriber not making any decision within the Option Period is
automatically deemed an Optional Investor Termination;

     (e) Unless at least 80% in interest of the subscribers elect to remain
subscribers, all of the subscription funds held in escrow by the Agent must be
returned to all subscribers and none of the securities will be issued
("Mandatory Investor Termination"); and

     (f) If the Corporation does not complete an acquisition meeting the
specified criteria within 18 months, all of the deposited funds must be returned
to the subscribers ("Company Termination").

     NOW, THEREFORE, in consideration of the mutual promises herein contained
and intending to be legally bound, the parties hereby agree as follows:

     1. Appointment of Agent. The Corporation hereby appoints Southwest Escrow
Company as escrow agent in accordance with the terms and conditions set forth
herein, and the Agent hereby accepts such appointment.

     2. Delivery of Subscription Proceeds and Units.

          2.1 All checks, drafts, or other instruments received from subscribers
     for the Units will be delivered by the Corporation to the Agent, made
     payable to "Southwest Escrow Company, as Escrow Agent for Hunapu Inc." or
     "Hunapu Inc.-Southwest Escrow Company, as Escrow Agent" together with, as
     to each subscriber, his name, address, social security number or employer
     identification number, number of Units subscribed for, and the amount paid
     in connection with such subscription. The Agent is hereby empowered on
     behalf of the Corporation to endorse and collect all checks, drafts, wire
     funds transfers, promissory notes or other instruments received on account
     of subscriptions for Units. Upon Agent's confirmation of receipt of
     subscription funds from the subscribers, it shall telephonically advise the
     Corporation, or the Corporation's designated attorney or agent, of the
     amount of funds the Agent has received.

          2.2 Upon receipt of each Agent's notice provided for in Section 2.1,
     the Corporation shall deliver to the Agent Common Stock certificates and
     Warrants representing the proportionate number of Units subscribed for by
     each such subscriber.

     3. Agent to Hold and Disburse Funds and/or Units. The Agent will hold in a
special account established for the benefit of the Corporation and disburse all
funds, Common Stock certificates and Warrants received by it pursuant to the
terms of this Agreement, as follows:

          3.1 In the event that neither a Mandatory Investor Termination nor a
     Company Termination has occurred and the Corporation completes an
     acquisition meeting the specified criteria, the Agent will, pursuant to
     written instructions signed by


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     the Corporation, pay to the Corporation, and/or to any other person
     designated in such instructions, the proceeds received by the Agent from
     the sale of such Units available after deducting the subscription funds
     returned pursuant to subsection 3.3 and deliver the Units to the
     subscribers other than those subscribers requesting their subscription
     funds returned pursuant to subsection 3.3.

          3.2 In the event of either a Mandatory Investor Termination or a
     Company Termination, as the case may be, the Agent shall, within 15
     business days after such date, as the case may be, return to the
     subscribers the respective amounts which such subscribers have paid, with
     interest, and return the Common Stock certificates and Warrants to the
     Corporation.

          3.3 In the event of an Optional Investor Termination, the Agent will,
     pursuant to written instructions signed by such subscriber, return to such
     subscriber the amount which such subscriber paid, with interest, and return
     a proportionate number of Common Stock certificates and Warrants to the
     Corporation.

          3.4 All funds received by the Agent pursuant to the terms of this
     Agreement may be invested in a bank money market account or invested in
     United States Government instruments.

     4. Exculpation and Indemnification of Agent.

          4.1 The Agent shall have no duties or responsibilities other than
     those expressly set forth herein. The Agent shall have no duty to enforce
     any obligation of any person to make any payment or delivery, or to direct
     or cause any payment or delivery to be made, or to enforce any obligation
     of any person to perform any other act. The Agent shall be under no
     liability to the other parties hereto or to anyone else by reason of any
     failure on the part of any party hereto or any maker, guarantor, endorser
     or other signatory of any document or any other person to perform such
     person's obligations under any such document. Except for amendments to this
     Agreement referred to below, and except for instructions given to the Agent
     by the Corporation and the subscribers relating to the escrow deposit under
     this Agreement, the Agent shall not be obligated to recognize any agreement
     between any and all of the persons referred to herein, notwithstanding that
     references thereto may be made herein and whether or not it has knowledge
     thereof.

          4.2 The Agent shall not be liable to the Corporation or to anyone else
     for any action taken or omitted by it, or any action suffered by it to be
     taken or omitted, in good faith and in the exercise of its own best
     judgment. The Agent may rely conclusively and shall be protected in acting
     upon any order, notice, demand, certificate, opinion or advice of counsel
     (including counsel chosen by the Agent), statement, instrument, report or
     other paper or document (not only as to its due execution and the validity
     and effectiveness of its provisions, but also as to the truth and
     acceptability of any information therein contained), which is believed by
     the Agent to be genuine and to be signed or presented by the proper person
     or persons. The Agent shall


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     not be bound by any notice or demand, or any waiver, modification,
     termination or rescission of this Agreement or any of the terms thereof,
     unless evidenced by a writing delivered to the Agent signed by the proper
     party or parties and, if the duties or rights of the Agent are affected,
     unless it shall give its prior written consent thereto.

          4.3 The Agent shall not be responsible for the sufficiency or accuracy
     of the form of, or the execution, validity, value or genuineness of, any
     document or property received, held or delivered by it hereunder, or of any
     signature or endorsement thereon, or for any lack of endorsement thereon,
     or for any description therein; nor shall the Agent be responsible or
     liable to the other parties hereto or to anyone else in any respect on
     account of the identity, authority or rights of the persons executing or
     delivering or purporting to execute or deliver any document or property or
     this Agreement. The Agent shall have no responsibility with respect to the
     use or application of any funds or other property paid or delivered by the
     Agent pursuant to the provisions hereof. The Agent shall not be liable to
     the Corporation or to anyone else for any loss which may be incurred by
     reason of any investment of any monies which it holds hereunder provided
     the Agent has complied with the provisions of Section 3 hereunder.

          4.4 The Agent shall have the right to assume in the absence of written
     notice to the contrary from the proper person or persons that a fact or an
     event by reason of which an action would or might be taken by the Agent
     does not exist or has not occurred, without incurring liability to the
     other parties hereto or to anyone else for any action taken or omitted, or
     any action suffered by it to be taken or omitted, in good faith and in the
     exercise of its own best judgment, in reliance upon such assumption.

          4.5 To the extent that the Agent becomes liable for the payment of
     taxes, including withholding taxes, in respect of income derived from the
     investment of funds held hereunder or any payment made hereunder, the Agent
     may pay such taxes. The Agent may withhold from any payment of monies held
     by it hereunder such amount as the Agent estimates to be sufficient to
     provide for the payment of such taxes not yet paid, and may use the sum
     withheld for that purpose. The Agent shall be indemnified and held harmless
     against any liability for taxes and for any penalties or interest in
     respect of taxes, on such investment income or payments in the manner
     provided in Section 4.6.

          4.6 The Agent will be indemnified and held harmless by the Corporation
     from and against any and all expenses, including reasonable counsel fees
     and disbursements, or loss suffered by the Agent in connection with any
     action, suit or other proceeding involving any claim, or in connection with
     any claim or demand, which in any way, directly or indirectly, arises out
     of or relates to this Agreement, the services of the Agent hereunder, the
     monies or other property held by it hereunder or any income earned from
     investment of such monies. The Agent shall have a lien for the amount of
     any such expenses or loss on the monies and other property held by it
     hereunder and shall be entitled to reimburse itself from such monies or
     property for the amount of any such expense or loss. Promptly after the
     receipt by the Agent or notice of any demand or


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     claim or the commencement of any action, suit or proceeding, the Agent
     shall, if a claim in respect thereof is to be made against the Corporation,
     notify the Corporation thereof in writing, but the failure by the Agent to
     give such notice shall not relieve the Corporation from any liability which
     the Corporation may have to the Agent hereunder. Notwithstanding any
     obligation to make payments and deliveries hereunder, the Agent may retain
     and hold for such time as it deems necessary such amount of monies or
     property as it shall, from time to time, in its sole discretion, deem
     sufficient to indemnify itself for any such loss or expense and for any
     amounts due it under Section 7.

          4.7 For the purposes hereof, the term "expense or loss" shall include
     all amounts paid or payable to satisfy any claim, demand or liability, or
     in settlement of any claim, demand, action, suit or proceeding settled with
     the express written consent of the Agent, and all costs and expenses,
     including, but not limited to, reasonable counsel fees and disbursements,
     paid or incurred in investigating or defending against any such claim,
     demand, action, suit or proceeding.

     5. Termination of Agreement and Resignation of Agent.

          5.1 This Agreement shall terminate on the final disposition of the
     monies and property held in escrow hereunder, provided that the rights of
     the Agent and the obligations of the other parties hereto under Sections 4
     and 7 shall survive the termination hereof.

          5.2 The Agent may resign at any time and be discharged from its duties
     as Agent hereunder by giving the Corporation and the subscribers at least
     30 days' notice thereof. As soon as practicable after its resignation, the
     Agent shall turn over to a successor escrow agent appointed by the
     Corporation all monies and property held hereunder (less such amount as the
     Agent is entitled to retain pursuant to Section 7) upon presentation of the
     document appointing the new escrow agent and its acceptance thereof. If no
     new Agent is so appointed within the 60-day period following such notice of
     resignation, the Agent may deposit the aforesaid monies and property with
     any court it deems appropriate.

     6. Form of Payments by Agent.

          6.1 Any payments by the Agent to subscribers or to persons other than
     the Corporation pursuant to the terms of this Agreement shall be made by
     check, payable to the order of each respective subscriber or other person.

          6.2 All amounts referred to herein are expressed in United States
     Dollars and all payments by the Agent shall be made in such dollars.

     7. Compensation of Agent. For services rendered, the Agent shall receive
$500 as compensation. The Agent shall also be entitled to reimbursement from the
Corporation for all expenses paid or incurred by it in the administration of its
duties hereunder, including, but not limited to, all counsel, advisors' and
Agents' fees and


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disbursements and all reasonable taxes or other governmental charges. It is
anticipated that such reimbursement shall not exceed $500 barring any unforeseen
circumstances.

     8. Notices. All notices, requests, demands and other communications
provided for herein shall be in writing, shall be delivered by hand or by
first-class mail, shall be deemed given when received and shall be addressed to
the parties hereto at their respective addresses listed below or to such other
persons or addresses as the relevant party shall designate as to itself from
time to time in writing delivered in like manner.

     if to the Corporation:

          Hunapu Inc.
          1700 W. Horizon Ridge Parkway
          Henderson, NV 89102
          Attention: John C. Francis, Chief Executive Officer
          Tel. #  (702) 614-1750
          Fax #   (702) 614-1790

     with a copy to:

          Snow Becker Krauss P.C.
          605 Third Avenue
          New York, New York 10158
          Attention: Elliot Lutzker
          Tel. #  (212) 687-3860
          Fax #   (212) 949-7052

     if to the Agent:

          Southwest Escrow Company
          401 North Buffalo, Suite 205
          Las Vegas, NV 89145
          Attention: Mr. Dale Puhl
          Tel. #  (702) 838-0300

     9. Further Assurances: From time to time on and after the date hereof, the
Corporation shall deliver or cause to be delivered to the Agent such further
documents and instruments and shall do and cause to be done such further acts as
the Agent shall reasonably request (it being understood that the Agent shall
have no obligation to make any such request) to carry out more effectively the
provisions and purposes of this Agreement, to evidence compliance herewith or to
assure itself that it is protected in acting hereunder.

     10. Consent to Service of Process. The Corporation hereby irrevocably
consents to the jurisdiction of the courts of the State of Nevada and of any


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federal court located in such State in connection with any action, suit or other
proceeding arising out of or relating to this Agreement or any action taken or
omitted hereunder, and waives personal service of any summons, complaint or
other process and agrees that the service thereof may be made by certified or
registered mail directed to the Corporation at its address for purposes of
notices hereunder.

     11. Miscellaneous.

          11.1 If for any reason the escrow deposit is not received by the Agent
     as contemplated herein, the Corporation shall reimburse the Agent for all
     expenses, including reasonable counsel fees and disbursements, paid or
     incurred by it in making preparations for providing the services
     contemplated hereby.

          11.2 This Agreement shall be construed without regard to any
     presumption or other rule requiring construction against the party causing
     such instrument to be drafted. The terms "hereby", "hereof", "hereto",
     "hereunder" and any similar terms, as used in this Agreement, refer to the
     Agreement in its entirety and not only to the particular portion of this
     Agreement where the term is used. The word "person" shall mean any natural
     person, partnership, Corporation, government and any other form of business
     or legal entity. All words or terms used in this Agreement, regardless of
     the number or gender in which they are used, shall be deemed to include any
     other number and any other gender as the context may require. This
     Agreement shall not be admissible in evidence to construe the provisions of
     any prior agreement. The rule of ejusdem generis shall not be applicable
     herein to limit a general statement, which is followed by or referable to
     an enumeration of specific matters, to matters similar to the matters
     specifically mentioned.

          11.3 This Agreement and the rights and obligations hereunder of the
     Corporation may be assigned by the Corporation only to a successor to the
     Corporation's entire business. This Agreement and the rights and
     obligations hereunder of the Agent may be assigned by the Agent only to a
     successor to its entire business. This Agreement shall be binding upon and
     inure to the benefit of each party's respective successors, heirs and
     permitted assigns. No other person shall acquire or have any rights under
     or by virtue of this Agreement. This Agreement may not be changed orally or
     modified, amended or supplemented without an express written agreement
     executed by the Agent and the Corporation. This Agreement is intended to be
     for the sole benefit of the parties hereto, and (subject to the provisions
     of this Section 11.3) their respective successors, heirs and assigns, and
     none of the provisions of this Agreement are intended to be, nor shall they
     be construed to be, for the benefit of any third person.

          11.4 This Agreement shall be governed by and construed in accordance
     with the internal laws of the State of Nevada. The representations and
     warranties contained in this Agreement shall survive the execution and
     delivery hereof and any investigations made by any party. The headings in
     this Agreement are for purposes of reference only and shall not limit or
     otherwise affect any of the terms hereof.


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     12. Execution in Counterparts. This Agreement may be executed in any number
of counterparts, each of which shall be deemed to be an original as against any
party whose signature appears thereon, and all of which shall together
constitute one and the same instrument. This Agreement shall become binding when
one or more counterparts hereof, individually or taken together, shall bear the
signature of all of the parties reflected hereon as the signatures.

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


                                        SOUTHWEST ESCROW COMPANY


                                        By:  /s/  Dale E. Puhl
                                             ----------------------------------
                                        Name:  Dale E. Puhl
                                        Title: President

                                        HUNAPU INC.


                                        By:  /s/  John C. Francis
                                             ----------------------------------
                                        Name:  John C. Francis
                                        Title: Chief Executive Officer


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