<PAGE>   1

                                                                     EXHIBIT 4.5


                                ESCROW AGREEMENT


     This Escrow Agreement (the "Escrow Agreement") dated as of July 10, 2001 is
by and among Bluegate Corporation, a Delaware corporation (the "Company"),
Corporate Stock Transfer, Inc., a Colorado corporation, (the "Escrow Agent"),
and Key Bank National Association, World Trade Center Branch, 1675 Broadway,
Suite 200, Denver, Colorado 80202 (the "Escrow Holder").

                                    RECITALS

     WHEREAS, the Company is offering for sale to the public 200,000 units (the
"Units"), each Unit consisting of one share of the Company's common stock, and
one Class A and one Class B redeemable common stock purchase warrant, at a
subscription price of $.50 per Unit;

     WHEREAS, the Units are being offered on an "all or none" basis in
accordance with the terms and conditions set forth in the definitive prospectus
(the "Prospectus") included in the Company's Registration Statement on Form SB-2
(SEC File No. 333-59972), as amended (the "Registration Statement");

     WHEREAS, the public offering of the Units is subject to and is being
conducted in accordance with Rule 419 of the Securities Act of 1933 (the
"Securities Act") pertaining to public offerings by companies commonly referred
to as "blank check companies;"

     WHEREAS, the public offering of the Units commenced on the date of the
Prospectus and will end the earlier of the receipt and acceptance by the Company
of subscriptions for 200,000 Units or 90 days after the date of the Prospectus;

     WHEREAS, subscribers for Units shall send to the Escrow Agent, by check or
wire transfer payment, the aggregate subscription price for the Units subscribed
for, together with signed copies of their subscription agreements.

     WHEREAS, all funds representing the subscription price of Units subscribed
for shall be deposited and held in an escrow account (the "Escrow Account")
established at and maintained by the Escrow Agent with the Escrow Holder or
another insured depositary institution within the meaning of Rule
419(b)(1)(i)(A) of the Securities Act;

     WHEREAS, if subscriptions for 200,000 Units have not been received and
accepted by the Company and $100,000 of funds have not been deposited into the
Escrow Account within 90 days after the date of the Prospectus, all funds and
interest, if any, shall be returned promptly to the subscribers;

     WHEREAS, if subscriptions for 200,000 Units have been received and accepted
by the Company and $100,000 of funds have been deposited into the Escrow Account
within 90 days after the date of the Prospectus, the Company will deposit into
the Escrow Account stock and warrant certificates in the name of each subscriber
representing the number of Units purchased from the Company;

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     WHEREAS, if subscriptions for 200,000 Units have been received and accepted
by the Company and $100,000 of funds have been deposited into the Escrow Account
within 90 days after the date of the Prospectus, the escrowed funds and the
stock and warrant certificates deposited by the Company shall be held in the
Escrow Account for a period thereafter of up to 18 months after the date of the
Prospectus (the "Post-Offering Period") until the escrowed funds and the
escrowed stock and warrant certificates are released and delivered in accordance
with the terms and conditions set forth herein;

     WHEREAS, if any of the warrants are exercised while they are being held in
the Escrow Account, the funds representing the exercise price and the
certificates representing the shares purchased upon exercise shall be deposited
and held in the Escrow Account and may not be released or delivered except in
accordance with the terms and conditions set forth herein;

     WHEREAS, the escrowed Units and any shares issued upon the exercise of any
warrants being held in the Escrow Account, may not be transferred except in
accordance with the terms and conditions set forth herein;

     WHEREAS, the Company desires to appoint the Escrow Agent as the escrow
agent for the Escrow Account on the terms and conditions set forth herein in
order to comply with the requirements of Rule 419 of the Securities Act; and

     WHEREAS, the Escrow Agent agrees to serve as escrow agent in accordance
with the terms and conditions set forth herein.

     NOW, THEREFORE, in consideration of the mutual agreements set forth below,
the parties hereby agree as follows:

     1.   Appointment of Escrow Agent and Establishment of Escrow Account. The
Company hereby appoints Escrow Agent as the escrow agent hereunder in accordance
with the terms and conditions set forth herein, and the Escrow Agent hereby
accepts such appointment. The Escrow Agent shall establish the separate Escrow
Account in the name of "Bluegate Corporation - Escrow Account" with the Escrow
Holder or another insured depositary institution within the meaning of Rule
419(b)(1)(i)(A) of the Securities Act. The Escrow Holder agrees to serve as
insured depositary institution within the meaning of Rule 419(b)(1)(i)(A) for
the Escrow Account. The Escrow Account shall not bear interest until
subscriptions for 200,000 units have been received and accepted by the Company.
After such receipt and acceptance, the Escrow Account shall bear interest. The
Escrow Account shall be maintained and administered and the escrowed funds and
the escrowed securities shall be released and delivered in accordance with the
terms and conditions set forth herein.

     2.   Deposit of Funds.

          (a)  All funds received by the Escrow Agent from subscribers for the
Units shall be deposited and held in the Escrow Account. The Escrow Agent is
hereby empowered on behalf of the Company to endorse and collect all checks,
drafts, or other instruments received on account of subscriptions for Units. Any
check returned unpaid to the Escrow Agent shall be returned by the Escrow Agent
to the subscriber. In such cases, the Escrow Agent shall promptly notify the
Company of such return. The Escrow Agent shall provide information to the
Company as to the funds deposited into the Escrow Account and the collection
status of such funds. As used herein, "collection" means the normal process by
which a bank clears checks and collects funds thereon. The Company shall provide
information to the Escrow Agent as to each subscriber's name, address, number of
Units subscribed for and the subscription price paid therefor, and such other
information concerning the subscribers as the Escrow Agent may reasonably
request.


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<PAGE>   3

          (b)  If the Company rejects any subscription for which the Escrow
Agent has collected funds from the subscriber, the Escrow Agent shall promptly
issue a refund check to the rejected subscriber. If the Company rejects any
subscription for which the Escrow Agent has not collected funds but has
submitted the subscriber's check for collection, the Escrow Agent shall, upon
receipt of written instructions from the Company, promptly issue a check for the
amount of the subscriber's check to the rejected subscriber after the Escrow
Agent has cleared such funds. If the Escrow Agent has not submitted a rejected
subscriber's check for collection, the Escrow Agent shall, upon receipt of
written instructions from the Company, promptly remit the subscriber's check
directly to the subscriber.

          (c)  All funds received by the Escrow Agent pursuant to this Escrow
Agreement and deposited and held in the Escrow Account may be invested in
insured bank deposits, open-end money market mutual funds, or short-term United
States government securities.

     3.   Status of Funds. Until all funds in the Escrow Account are disbursed
in accordance with the terms and conditions of this Escrow Agreement, all funds
deposited into the Escrow Account shall be considered the property of the
subscribers. The funds deposited and held in the Escrow Account shall not become
the property of the Company or subject to its debts or obligations, unless and
until such funds have been disbursed to the Company in accordance with the terms
and conditions of this Escrow Agreement. The Escrow Agent shall not make any
disbursements of funds from the Escrow Account except as expressly provided
herein.

     4.   Return of Funds if the Offering is not Fully Subscribed. If
subscriptions for all 200,000 Units have not been received and accepted by the
Company and $100,000 of funds have not been deposited into the Escrow Account
within 90 days after the date of the Prospectus, all funds and interest thereon,
if any, shall be returned promptly to the subscribers without deduction,
penalty, or expense.

     5.   Deposit of Certificates if the Offering is Fully Subscribed. If
subscriptions for all 200,000 Units have been received and accepted by the
Company and $100,000 of funds have been deposited into the Escrow Account within
90 days after the date of the Prospectus, the Company shall deposit into the
Escrow Account share certificates and warrant certificates issued in the names
of each subscriber for the number of Units sold by the Company to each
subscriber. The share certificates and warrant certificates shall be held in the
Escrow Account during the Post-Offering Period and shall not be released or
delivered by the Escrow Agent except as expressly provided herein.

     6.   Retention of Funds in the Escrow Account if the Offering is Fully
Subscribed.

          If subscriptions for all 200,000 Units have been received and accepted
by the Company and $100,000 of funds have been deposited into the Escrow Account
within 90 days after the date of the Prospectus, the funds shall be held in the
Escrow Account during the Post-Offering Period and shall not be disbursed by the
Escrow Agent except as expressly provided herein.

     7.   Exercise of Warrants Held in the Escrow Account.

          (a)  During the Post-Offering Period, the Escrow Agent shall promptly
deposit and hold in the Escrow Account:

               (i) all funds which the Company's warrant agent has received from
a warrant holder as payment of the exercise price of warrants being held in the
Escrow Account and which the Company's warrant agent has delivered to the Escrow
Agent; and

               (ii) all share certificates representing the warrant shares
purchased by the warrant holder upon exercise of warrants being held in the
Escrow Account and which the Company's warrant agent and/or transfer agent has
delivered to the Escrow Agent.


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<PAGE>   4

          (b)  The Escrow Agent shall not release or deliver the funds and share
certificates deposited and held in the Escrow Account on account of the exercise
of warrants being held in the Escrow Account except as expressly provided
herein.

     8.   Transfer of Securities Held in the Escrow Account. The shares and
warrants held in the Escrow Account, including any shares deposited and held in
the Escrow Account on account of the exercise of warrants being held in the
Escrow Account, shall not be transferred other than by will or the laws of
descent and distribution, or pursuant to a qualified domestic relations order as
defined by the Internal Revenue Code of 1986 as amended or Title I of the
Employee Retirement Income Security Act, or the rules thereunder. In no event,
however, shall any shares or warrants held in the Escrow Account be released or
delivered by the Escrow Agent except as expressly provided elsewhere herein.

     9.   Distributions from the Escrow Account.

          (a)  The Escrow Agent shall make distributions of the funds held in
the Escrow Account during the Post-Offering Period, including any funds
deposited on account of the exercise of any warrants during the Post-Offering
Period, in accordance with the instructions set forth in Schedule A attached
hereto.

          (b)  The Escrow Agent shall make distributions of the share
certificates and warrant certificates held in the Escrow Account during the
Post-Offering Period, including any share certificates deposited on account of
the exercise of any warrants during the Post-Offering Period, in accordance with
the instructions set forth in Schedule B attached hereto.

          (c)  The parties agree that all records relating to transactions made
pursuant to the Escrow Agreement and the Escrow Account shall be available, at
all reasonable times, for inspection, examination and reproduction by any party
hereto, or any representative of any of the parties hereto, and such persons are
authorized to examine and audit the Escrow Account pursuant hereto and the
Escrow Agent is expressly authorized and directed to permit such examination and
audit.

     10.  Exculpation and Indemnification of Escrow Agent.

          10.1 The Escrow Agent shall have no duties or responsibilities other
than those expressly set forth herein. The Escrow 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 Escrow 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 such document. Except for amendments to this Agreement
referred to below, and except for instructions given to the Escrow Agent by the
Company and the subscribers relating to the Escrow Account, the Escrow 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.

          10.2 The Escrow Agent shall not be liable to the Company 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 Escrow 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 Escrow 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 Escrow Agent to be
genuine and to be signed or presented by the proper person or persons. The
Escrow Agent shall not be bound by any notice or


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<PAGE>   5

demand, or any waiver, modification, termination or rescission of this Escrow
Agreement or any of the terms thereof, unless evidenced by a writing delivered
to the Escrow Agent signed by the proper party or parties and, if the duties or
rights of the Escrow Agent are affected, unless it shall give its prior written
consent thereto.

          10.3 The Escrow 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 Escrow 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 pursuant to the
provisions of this Agreement. Except as specifically provided for herein, the
Escrow Agent shall have no responsibility with respect to the use or application
of any funds or other property paid or delivered by the Escrow Agent pursuant to
the provisions hereof. The Escrow Agent shall not be liable to the Company 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 Escrow Agent has complied with
the provisions of Section 2 hereunder.

          10.4 The Escrow 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 Escrow
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.

          10.5 To the extent that the Escrow 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 Escrow
Agent may pay such taxes. The Escrow Agent may withhold from any payment of
monies held by it hereunder such amount as the Escrow 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 Escrow 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 10.6.

          10.6 The Escrow Agent will be indemnified and held harmless by the
Company from and against any and all expenses, including reasonable counsel fees
and disbursements, or loss suffered by the Escrow 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 Escrow Agreement, the services of the Escrow Agent hereunder,
the monies or other property held by it hereunder or any income earned from
investment of such monies; provided, that such expenses or loss are not as a
result of the Escrow Agent acting, or omitting to take action, in bad faith or
with willful misconduct or gross negligence. Promptly after the receipt by the
Escrow Agent of notice of any demand or claim or the commencement of any action,
suit or proceeding, the Escrow agent shall, if a claim in respect thereof is to
be made against the Company, notify the Company thereof in writing, but the
failure by the Escrow Agent to give such notice shall not relieve the Company
from any liability which the Company may have to the Escrow Agent hereunder. 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 Escrow 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 claims, demand, action, suit or
proceeding.


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<PAGE>   6

     11.  Termination of Escrow Agreement and Resignation of Escrow Agent.

          11.1 This Escrow Agreement shall terminate on the final disposition of
the monies and property held in the Escrow Account hereunder, provided that the
rights of the Escrow Agent and the obligations of the other parties hereto under
Sections 10 and 12 shall survive the termination hereof.

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

     12.  Form of Payments by Escrow Agent.

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

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

     13.  Compensation of Agent. For services rendered, the Escrow Agent shall
receive $500 as compensation. The Escrow Agent shall also be entitled to
reimbursement from the Company 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 disbursements and all reasonable taxes
or other governmental charges. No such fee, reimbursement for costs and
expenses, indemnification or any damages incurred by the Escrow Agent or any
monies whatsoever shall be paid out of or chargeable to the subscription funds
held in the Escrow Account.

     14.  Notices. Unless expressly provided herein to the contrary, notices
hereunder shall be in writing, and delivered by telecopier, overnight express
mail, first-class postage prepaid, delivered personally or by receipted courier
service. All such notices which are mailed shall be deemed delivered upon
receipt if the addressee is the Escrow Agent, but shall be deemed delivered upon
mailing if otherwise. All such notices shall be addressed as follows (or to such
other address as any party hereto may from time to time designate by notice duly
given in accordance with this paragraph):

          If to the Company, to:

               Bluegate Corporation
               3070 Bristol Street, Suite 450
               Costa Mesa, CA 92626

          If to the Escrow Agent, to:

               Corporate Stock Transfer, Inc.
               3200 Cherry Creek Drive South, Suite 430
               Denver, Colorado 80209


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<PAGE>   7

          If to the Escrow Holder, to:

               Key Bank National Association, World Trade Center Branch
               1675 Broadway, suite 200
               Denver, Colorado 80202

     15.  Miscellaneous.

          (a)  Choice of Law and Jurisdiction. This Escrow Agreement shall be
governed by and construed in accordance with the law of the State of Colorado
without regard to its conflicts of laws principals. The parties to this
Agreement hereby agree that jurisdiction over such parties and over the subject
matter of any action or proceeding arising under this Agreement may be exercised
by a competent court of the State of Colorado or by a United States Court
located in such state, exclusively. The parties agree that delivery or mailing
of any process or other papers in the manner provided herein, or in such other
manner as may be permitted by law, shall be valid and sufficient service
thereof.

          (b)  Benefits and Assignment. Nothing in this Agreement, expressed or
implied, shall give or be construed to give any person, firm or corporation,
other than the parties hereto and their successors and assigns, any legal claim
under any covenant, condition or provision hereof, all the covenants,
conditions, and provisions contained in this Agreement being for the sole
benefit of the parties hereto and their successors and assigns. No party may
assign any of its rights or obligations under this Escrow Agreement without (i)
the written consent of all the other parties, which consent may be withheld in
the sole discretion of the party whose consent is sought and (ii) the written
agreement of the transferee that it will be bound by the provisions of this
Agreement.

          (c)  Counterparts. This Agreement may be executed in several
counterparts, each one of which shall constitute an original, and all
collectively shall constitute but one instrument.

          (d)  Amendment and Waiver. This Agreement may be modified only by a
written amendment signed by all the parties hereto, and no waiver of any
provision hereof shall be effective unless expressed in a writing signed by the
party to be charged.

          (e)  Headings. The headings of the sections hereof are included for
convenience of reference only and do not form part of this Agreement.

          (f)  Entire Agreement.This Agreement contains the complete agreement
of the parties with respect to its subject matter and supersedes and replaces
any previously made proposals, representation, warranties or agreements with
respect thereto by any of the parties hereto.


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

                                                  COMPANY

                                                  Bluegate Corporation


                                                  By: /s/ Rowland W. Day II
                                                      --------------------------
                                                  Name:  Rowland W. Day, II
                                                  Title: President


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<PAGE>   8


                                                  By: /s/  Calvin Fox
                                                      --------------------------
                                                  Name:  Calvin Fox
                                                  Title: Secretary


                                                  ESCROW AGENT

                                                  Corporate Stock Transfer, Inc.


                                                  By: /s/ Carylyn K. Bell
                                                      --------------------------
                                                  Name:
                                                  Title:

                                                  Acknowledged and agreed:



                                                  ESCROW HOLDER

                                                  Key Bank National Association
                                                  World Trade Center Branch


                                                  By: /s/ Denise Garcia
                                                      --------------------------
                                                  Name:
                                                  Title:


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<PAGE>   9

                                   SCHEDULE A

     1.   Release of Funds to the Company. Funds and interest, if any, held in
the Escrow Account shall be released to the Company in accordance with the
following:

          (a)  The Escrow Agent shall release to the Company, promptly after the
Company has deposited stock and warrant certificates representing the 200,000
Units into the Escrow Account, an amount equal to 10% of the funds held in the
Escrow Account.

          (b)  The Escrow Agent shall release to the Company the balance of the
funds held in the Escrow Account and interest, if any (after deducting therefrom
the amount of funds and interest, if any, disbursed to the subscribers in
accordance with the provisions of paragraph 2 below), promptly upon receipt by
the Escrow Agent of a signed representation of an authorized officer of the
Company, together with other evidence acceptable to the Escrow Agent, that:

               (i) The Company has filed a post-effective amendment to its
Registration Statement (the "Post-Effective Amendment") with the Securities and
Exchange Commission ("SEC"); the Post-Effective Amendment has been declared
effective by the SEC; and within five business days after the effective date of
the Post-Effective Amendment, the Company has sent a copy of the prospectus
contained therein to the subscribers by first class mail or equally prompt
means;

               (ii) Subscribers holding at least 80% of the Units have elected
to confirm their purchase of the Units within 45 business days after the
effective date of the Post-Effective Amendment; and

               (iii) The Company has consummated a business combination with an
operating business meeting the requirements of Rule 419 of the Securities Act
within 18 months after the date of the Prospectus.

     2.   Disbursement of Funds to the Subscribers. Funds and interest, if any,
held in the Escrow Account (after deducting therefrom the amount of funds and
interest, if any, released to the Company in accordance with the provisions of
paragraph 1(a) above) shall be disbursed to the subscribers in accordance with
the following:

          (a)  If the Company has not received written notification from any
subscriber by the 45th business day following the effective date of the
Post-Effective Amendment to the Company's Registration Statement that such
subscriber has elected to remain an investor, the Escrow Agent shall send to
such subscriber, within five business days, such subscriber's pro rata share of
the funds and interest, if any, held in the Escrow Account.

          (b)  If the Company has not consummated a business combination meeting
the requirements of Rule 419 of the Securities Act within 18 months after the
date of the Prospectus, the Escrow Agent shall send to each subscriber, within
five business days after such date, each subscriber's pro rata share of the
funds and interest, if any, held in the Escrow Account.

<PAGE>   10

          (c)  For purposes of subparagraphs (a) and (b) of this paragraph 2,
all funds held in the Escrow Account on account of the exercise of warrants
being held in the Escrow Account, and interest thereon, if any (the "Warrant
Exercise Funds") shall be excluded in calculating each subscriber's pro rata
share of the funds and interest, if any, held in the Escrow Account on account
of the purchase of the Units. The Warrant Exercise Funds shall be disbursed to
the subscribers who exercised warrants during the Post-Offering Period in
accordance with the following:

               (i) If by the 45th business day following the effective date of
the Post-Effective Amendment to the Company's registration statement the Company
has not received written notification from any subscriber who exercised warrants
during the Post-Offering Period that such subscriber has elected to remain an
investor, the Escrow Agent shall send to such subscriber, within five business
days, such subscriber's pro rata share of the Warrant Exercise Funds held in the
Escrow Account.

               (ii) If the Company has not consummated a business combination
meeting the requirements of Rule 419 of the Securities Act within 18 months
after the date of the Prospectus, the Escrow Agent shall send to each subscriber
who exercised warrants during the Post-Offering Period, within five business
days after such date, each such subscriber's pro rata share of the Warrant
Exercise Funds held in the Escrow Account.

<PAGE>   11

                                   SCHEDULE B


     1.   Delivery of Certificates to the Subscribers. Share and warrant
certificates held in the Escrow Account shall be delivered to the subscribers in
accordance with the following:

          (a)  The Escrow Agent shall deliver to each subscriber identified by
the Company as having timely elected to remain an investor, promptly after
receipt by the Escrow Agent of the officer's certificate described in paragraph
1(b) of Schedule A to the Escrow Agreement, the share and warrant certificates
registered in the name of each such subscriber. For purposes of this paragraph
1, subscribers shall include subscribers who exercised warrants during the
Post-Offering Period.

     2.   Return of Certificates to the Company. Share and warrant certificates
held in the Escrow Account shall be returned to the Company in accordance with
the following:

          (a)  The Escrow Agent shall return all of the share and warrant
certificates to the Company if the Company has not consummated a business
combination with an operating business in compliance with the requirements of
Rule 419 of the Securities Act within 18 months after the date of the
Prospectus.

          (b)  The Escrow Agent shall return to the Company (i) all share and
warrant certificates registered in the name of any subscriber identified in a
notice from an authorized officer of the Company as not having timely elected to
remain an investor, provided that such subscriber's pro rata share of the funds,
and interest, if any, held in the Escrow Account on account of the purchase of
the Units has been returned to such subscriber in accordance with paragraph 2(a)
of Schedule A to the Escrow Agreement, and (ii) all share certificates in the
name of any subscriber who exercised warrants during the Post-Offering Period
and who is identified in a notice from an authorized officer of the Company as
not having timely elected to remain an investor, provided that such subscriber's
pro rata share of the Warrant Exercise Funds (as defined in paragraph 2(c) of
Schedule A to the Escrow Agreement) held in the Escrow Account on account of the
exercise of warrants during the Post-Offering Period has been returned to such
subscriber.