EXHIBIT 10.10
                                  -------------

                                ESCROW AGREEMENT


      THIS ESCROW  AGREEMENT  (this  "Agreement") is made and entered into as of
March 19,  2001,  by NEXLAND,  INC.,  a Delaware  corporation  (the  "Company");
CORNELL  CAPITAL   PARTNERS,   L.P.,  a  limited   liability   partnership  (the
"INVESTOR");  BUTLER GONZALEZ LLP (the  "INVESTOR'S  COUNSEL");  and FIRST UNION
NATIONAL BANK, a national  banking  association,  as Escrow Agent hereunder (the
"ESCROW AGENT").


                                   BACKGROUND
                                   ----------


            WHEREAS,  the Company and the  Investor  have entered into an Equity
Line of (the  "EQUITY LINE OF CREDIT  AGREEMENT"),  dated as of the date hereof,
pursuant to which the Company proposes to sell the Company's Common Stock, $0.01
par value per share  (the  "COMMON  STOCK"),  at a price per share  equal to the
Purchase Price, as that term is defined in the Equity Line of Credit  Agreement,
for an aggregate price of up to $5,000,000.  The Equity Line of Credit Agreement
provides  that on each  Advance  Date the  Investor  shall  deposit  the Advance
pursuant  to the Advance  Notice in a  segregated  escrow  account to be held by
Escrow Agent and the Company shall deposit shares of the Company's Common Stock,
which  shall be  purchased  by the  Investor  as set forth in the Equity Line of
Credit  Agreement,  with  the  Investor's  Counsel,  in order  to  effectuate  a
disbursement  to  the  Company  of  the  Advance  by  the  Escrow  Agent  and  a
disbursement  to the  Investor of the shares of the  Company's  Common  Stock by
Investor's  Counsel at a closing  to be held as set forth in the Equity  Line of
Credit Agreement (the "CLOSING").

            WHEREAS,  Escrow Agent has agreed to accept,  hold, and disburse the
funds deposited with it in accordance with the terms of this Agreement.

            WHEREAS, Investor's Counsel has agreed to accept, hold, and disburse
the shares of the Company's  Common Stock which have been  deposited  with it in
accordance with the terms of this Agreement.

            WHEREAS,  in order to  establish  the  escrow of funds and shares to
effect the provisions of the Equity Line of Credit Agreement, the parties hereto
have entered into this Agreement.

      NOW THEREFORE,  in consideration of the foregoing,  it is hereby agreed as
follows:

      1. DEFINITIONS. The following terms shall have the following meanings when
used herein:



<PAGE>


      a. "ESCROW  FUNDS"  shall  mean the  Advance  funds  deposited  with the
Escrow Agent pursuant to this Agreement.

      b. "Joint Written  Direction" shall mean a written  direction  executed by
the Investor and the Company directing Escrow Agent to disburse all or a portion
of the Escrow  Funds or to take or refrain  from  taking any action  pursuant to
this Agreement.

      c. "COMMON STOCK JOINT WRITTEN  DIRECTION" shall mean a written  direction
executed  by the  Investor  and the  Company  directing  Investor's  Counsel  to
disburse  all or a portion of the  shares of the  Company's  Common  Stock or to
refrain from taking any action pursuant to this Agreement.

      2. APPOINTMENT OF AND ACCEPTANCE BY ESCROW AGENT AND INVESTOR'S COUNSEL.
         ---------------------------------------------------------------------

            A. The Investor and the Company hereby appoint Escrow Agent to serve
as Escrow Agent  hereunder.  Escrow Agent hereby accepts such  appointment  and,
upon receipt by wire transfer of the Escrow Funds in  accordance  with Section 3
below,  agrees to hold,  invest and disburse the Escrow Funds in accordance with
this Agreement.

            B. The Investor and the Company hereby appoint Investor's Counsel to
serve as the holder of the shares of the  Company's  Common Stock which shall be
purchased by the Investor.  Investor's  Counsel hereby accepts such  appointment
and,  upon  receipt via D.W.A.C of the shares of the  Company's  Common Stock in
accordance  with Section 3 below,  agrees to hold and disburse the shares of the
Company's Common Stock in accordance with this Agreement.

      3. CREATION OF ESCROW ACCOUNT/COMMON STOCK ACCOUNT.
         -------------------------------------------------

            A. On or prior to the date of this  Agreement the Escrow Agent shall
establish  an escrow  account  for the deposit of the Escrow  Funds  entitled as
follows:  Nexland,  Inc./Cornell  Capital  Partners  L.P. The Investor will wire
funds to the account of the Escrow Agent as follows:



--------------------------------------------------------------------------------
BANK:                                First Union National Bank of New Jersey
--------------------------------------------------------------------------------
ROUTING #:                           031201467

--------------------------------------------------------------------------------
ACCOUNT #:                           2020000659170

--------------------------------------------------------------------------------
NAME ON ACCOUNT:                     Butler Gonzalez LLP/First Union as
                                     Escrow Agent

--------------------------------------------------------------------------------


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<PAGE>


NAME ON SUB-ACCOUNT:                  Nexland, Inc./Cornell Capital
                                      Partners, L.P.  Escrow account

--------------------------------------------------------------------------------
REFERENCE SUB-ACCOUNT #:              1360-00
--------------------------------------------------------------------------------
ATTN:                                 Robert Mercado (732) 452-3005

--------------------------------------------------------------------------------
                                      Carmela Agugliaro (732) 452-3005

--------------------------------------------------------------------------------
NOTE:                                 Only wire transfers shall be accepted.

--------------------------------------------------------------------------------



            B. On or  prior  to the date of this  Agreement  Investor's  Counsel
shall  establish  an account  for the  D.W.A.C.  of the  shares of Common  Stock
entitled as follows:  Nexland,  Inc.  The Company  will  D.W.A.C.  shares of the
Company's Common Stock to the account of Investor's Counsel as follows:

--------------------------------------------------------------------------------
BROKERAGE FIRM:                       The May Davis Group, Inc.

--------------------------------------------------------------------------------
CLEARING FIRM:                        Dain Rouscher

--------------------------------------------------------------------------------
ACCOUNT #:                            12H7-16679688
--------------------------------------------------------------------------------
DTC #:                                0235

--------------------------------------------------------------------------------
NAME ON ACCOUNT:                      Butler Gonzalez LLP
--------------------------------------------------------------------------------

      4. DEPOSITS  INTO THE ESCROW  ACCOUNT.  The Investor  agrees that it shall
promptly  deliver all monies for the  payment of the Common  Stock to the Escrow
Agent for deposit in the Escrow Account.

      5. DISBURSEMENTS FROM THE ESCROW ACCOUNT.
         -------------------------------------

      (a) At such time as Escrow Agent has collected  and deposited  instruments
of  payment  in the total  amount of the  Advance  and the  Investor's  counsel,
Investor's Counsel,  has received such Common Stock via D.W.A.C from the Company
which are to be issued to the  Investor  pursuant  to the Equity  Line of Credit
Agreement,  Investor's  Counsel shall notify the Company and the  Investor.  The
Escrow  Agent will  continue to hold such funds until the  Investor  and Company
execute and deliver a Joint  Written  Direction  directing  the Escrow  Agent to
disburse the Escrow Funds pursuant to Joint Written  Direction at which time the
Escrow  Agent shall wire the Escrow  Funds to the Company.  In  disbursing  such
funds, Escrow Agent is authorized to rely upon such Joint Written Direction from
Company and may accept any  signatory  from the Company  listed on the signature
page to this  Agreement  and any  signature  from the Investor that Escrow Agent


                                       3
<PAGE>


already has on file.  Simultaneous  with delivery of the executed  Joint Written
Direction to the Escrow Agent the Investor and Company shall execute and deliver
a  Common  Stock  Joint  Written  Direction  to  Investor's   Counsel  directing
Investor's  Counsel to release  via  D.W.A.C to the  Investor  the shares of the
Company's  Common  Stock.  In releasing  such shares of Common Stock  Investor's
Counsel is  authorized  to rely upon such Common Stock Joint  Written  Direction
from  Company  and may  accept  any  signatory  from the  Company  listed on the
signature page to this Agreement and any signature from the Investor  Investor's
Counsel has on file.

In the event the Escrow  Agent does not receive  the amount of the Advance  from
the Investor, the Escrow Agent shall notify the Company and the Investor. In the
event  Investor's  Counsel  does not  receive  the shares of Common  Stock to be
purchased by the Investor  Investor's  Counsel  shall notify the Company and the
Investor.

      In the event that the Escrow  Agent is advised by the  Investor's  Counsel
Investor's Counsel that the Common Stock has not been received from the Company,
in no event will the Escrow  Funds be released to the Company  until such shares
are received by the Investor 's Counsel.  For  purposes of this  Agreement,  the
term "COMMON  STOCK  CERTIFICATES"  shall mean Common Stock  certificates  to be
purchased  pursuant to the respective Advance Notice pursuant to the Equity Line
of Credit Agreement executed on March 19, 2001.

      6. COLLECTION PROCEDURE.  The Escrow Agent is hereby authorized to forward
each wire for  collection  and,  upon  collection  of the  proceeds of each wire
deposit the collected proceeds in the Escrow Account.

      Any wires  returned  unpaid to the Escrow  Agent  shall be returned to the
Investor.  In such cases,  the Escrow Agent will promptly  notify the Company of
such return.

      7. SUSPENSION OF PERFORMANCE: DISBURSEMENT INTO COURT.
         --------------------------------------------------

             A.  ESCROW  AGENT.  If at any time,  there  shall exist any dispute
between the Company and the Investor with respect to holding or  disposition  of
any  portion  of the  Escrow  Funds or any other  obligations  of  Escrow  Agent
hereunder,  or if at any time  Escrow  Agent is unable to  determine,  to Escrow
Agent's sole  satisfaction,  the proper disposition of any portion of the Escrow
Funds  or  Escrow  Agent's  proper  actions  with  respect  to  its  obligations
hereunder,  or if the parties have not within thirty (30) days of the furnishing
by  Escrow  Agent of a notice  of  resignation  pursuant  to  Section  9 hereof,
appointed a successor  Escrow Agent to act hereunder,  then Escrow Agent may, in
its sole discretion, take either or both of the following actions:

             i. suspend the  performance  of any of its  obligations  (including
             without limitation any disbursement  obligations) under this Escrow
             Agreement  until such dispute or  uncertainty  shall be resolved to
             the sole  satisfaction of Escrow Agent or until a successor  Escrow
             Agent shall be  appointed (as the  case may be);  provided however,



                                  4
<PAGE>


             Escrow  Agent  shall   continue  to  invest  the  Escrow  Funds  in
             accordance with Section 8 hereof;  and/or ii. petition (by means of
             an interpleader  action or any other appropriate  method) any court
             of competent  jurisdiction in any venue convenient to Escrow Agent,
             for instructions  with respect to such dispute or uncertainty,  and
             to the extent required by law, pay into such court, for holding and
             disposition in accordance with the  instructions of such court, all
             funds held by it in the Escrow Funds,  after  deduction and payment
             to Escrow Agent of all fees and expenses (including court costs and
             attorneys'  fees)  payable  to,  incurred  by,  or  expected  to be
             incurred by Escrow  Agent in  connection  with  performance  of its
             duties and the exercise of its rights hereunder.

             iii.  Escrow  Agent shall have no  liability  to the  Company,  the
             Investor,  or any person  with  respect to any such  suspension  of
             performance or disbursement into court,  specifically including any
             liability  or claimed  liability  that may arise,  or be alleged to
             have arisen, out of or as a result of any delay in the disbursement
             of funds held in the Escrow  Funds or any delay in with  respect to
             any other action required or requested of Escrow Agent.

             B.  INVESTOR'S  COUNSEL.  If at any  time,  there  shall  exist any
dispute  between  the  Company  and the  Investor  with  respect  to  holding or
disposition  of  any  portion  of the  shares  of  Common  Stock  or  any  other
obligations  of  Investor's  Counsel  hereunder,  or if at any  time  Investor's
Counsel is unable to determine,  to Investor's Counsel's sole satisfaction,  the
proper  disposition  of any portion of the shares of Common Stock or  Investor's
Counsel's  proper  actions  with  respect  to its  obligations  hereunder,  then
Investor's  Counsel  may,  in its sole  discretion,  take  either or both of the
following actions:

             i. suspend the  performance  of any of its  obligations  (including
             without limitation any disbursement  obligations) under this Escrow
             Agreement  until such dispute or  uncertainty  shall be resolved to
             the sole  satisfaction  of Investor's  Counsel or until a successor
             shall be appointed  (as the case may be);  and/or ii.  petition (by
             means of an interpleader  action or any other  appropriate  method)
             any court of  competent  jurisdiction  in any venue  convenient  to
             Investor's  Counsel,  for instructions with respect to such dispute
             or  uncertainty,  and to the extent  required by law, pay into such
             court,   for  holding  and   disposition  in  accordance  with  the
             instructions  of such  court,  all shares of the  Company's  Common
             Stock funds held by it, after  deduction  and payment to Investor's
             Counsel  of all  fees  and  expenses  (including  court  costs  and
             attorneys'  fees)  payable  to,  incurred  by,  or  expected  to be
             incurred by Investor's  Counsel in connection  with  performance of
             its duties and the exercise of its rights hereunder.

             iii. Investor's Counsel shall have no liability to the Company, the
             Investor,  or any person  with  respect to any such  suspension  of
             performance or disbursement into court,  specifically including any
             liability  or claimed  liability  that may arise,  or be alleged to
             have  arisen,  out of or as a result of any delay in the release of


                                       5
<PAGE>

             shares of the  Company's  Common Stock or any delay in with respect
             to any other action required or requested of Butler Gonzalez, LLP.

      8. INVESTMENT OF ESCROW FUNDS.  The Escrow  Agent shall deposit the Escrow
Funds in a non-interest bearing money market account.

      If Escrow  Agent has not  received a Joint  Written  Direction at any time
that an investment  decision must be made,  Escrow Agent shall invest the Escrow
Fund, or such portion thereof,  as to which no Joint Written  Direction has been
received,  in investments  described above. The foregoing  investments  shall be
made by the Escrow Agent.  Notwithstanding  anything to the contrary  contained,
Escrow Agent may,  without  notice to the parties,  sell or liquidate any of the
foregoing  investments at any time if the proceeds  thereof are required for any
release of funds permitted or required hereunder,  and Escrow Agent shall not be
liable or responsible for any loss, cost or penalty resulting from any such sale
or  liquidation.  With respect to any funds received by Escrow Agent for deposit
into the Escrow Funds after ten  o'clock,  a.m.,  New Jersey time,  Escrow Agent
shall  not be  required  to  invest  such  funds or to  effect  such  investment
instruction  until  the next day upon  which  banks in New  Jersey  are open for
business.

      9. RESIGNATION AND REMOVAL OF ESCROW AGENT.  Escrow Agent  may resign from
the performance of its duties  hereunder at any time by giving thirty (30) days'
prior written notice to the parties or may be removed, with or without cause, by
the parties,  acting jointly,  by furnishing a Joint Written Direction to Escrow
Agent,  at any time by the  giving of ten (10)  days'  prior  written  notice to
Escrow Agent as provided  herein below.  Upon any such notice of  resignation or
removal,  the  representatives  of the  Investor and the Company  identified  in
Sections 13a.(iv) and 13b.(iv),  below, jointly shall appoint a successor Escrow
Agent  hereunder,  which  shall be a  commercial  bank,  trust  company or other
financial  institution  with  a  combined  capital  and  surplus  in  excess  of
$10,000,000.00.  Upon the  acceptance  in writing of any  appointment  of Escrow
Agent hereunder by a successor  Escrow Agent,  such successor Escrow Agent shall
thereupon succeed to and become vested with all the rights,  powers,  privileges
and duties of the retiring Escrow Agent,  and the retiring Escrow Agent shall be
discharged  from its duties and  obligations  under this Escrow  Agreement,  but
shall not be  discharged  from any  liability  for actions taken as Escrow Agent
hereunder  prior  to  such   succession.   After  any  retiring  Escrow  Agent's
resignation or removal,  the provisions of this Escrow  Agreement shall inure to
its  benefit as to any  actions  taken or omitted to be taken by it while it was
Escrow  Agent under this  Escrow  Agreement.  The  retiring  Escrow  Agent shall
transmit all records pertaining to the Escrow Funds and shall pay all funds held
by it in the Escrow Funds to the successor Escrow Agent,  after making copies of
such records as the retiring  Escrow Agent deems  advisable and after  deduction
and payment to the retiring  Escrow  Agent of all fees and  expenses  (including
court costs and  attorneys'  fees)  payable to,  incurred  by, or expected to be
incurred by the retiring  Escrow Agent in connection with the performance of its
duties and the exercise of its rights hereunder.



                                       6
<PAGE>


   10.  LIABILITY OF ESCROW AGENT.
        --------------------------

      a. Escrow Agent shall have no liability or obligation  with respect to the
Escrow Funds except for Escrow Agent's willful  misconduct or gross  negligence.
Escrow Agent's sole responsibility shall be for the safekeeping, investment, and
disbursement of the Escrow Funds in accordance with the terms of this Agreement.
Escrow  Agent  shall  have no  implied  duties or  obligations  and shall not be
charged with knowledge or notice or any fact or  circumstance  not  specifically
set forth herein. Escrow Agent may rely upon any instrument,  not only as to its
due execution, validity and effectiveness, but also as to the truth and accuracy
of any  information  contained  therein,  which Escrow Agent shall in good faith
believe to be genuine, to have been signed or presented by the person or parties
purporting to sign the same and conform to the provisions of this Agreement.  In
no event shall Escrow Agent be liable for  incidental,  indirect,  special,  and
consequential or punitive  damages.  Escrow Agent shall not be obligated to take
any legal action or commence any proceeding in connection with the Escrow Funds,
any account in which Escrow Funds are  deposited,  this  Agreement or the Equity
Line of Credit  Agreement,  or to appear in,  prosecute or defend any such legal
action or proceeding.  Escrow Agent may consult legal counsel  selected by it in
any event of any dispute or question as to construction of any of the provisions
hereof or of any other  agreement  or its duties  hereunder,  or relating to any
dispute  involving any party  hereto,  and shall incur no liability and shall be
fully indemnified from any liability whatsoever in acting in accordance with the
opinion or  instructions of such counsel.  The Company and the Investor  jointly
and severally shall promptly pay, upon demand,  the reasonable fees and expenses
of any such counsel.

      b. The  Escrow  Agent is hereby  authorized,  in its sole  discretion,  to
comply with orders  issued or process  entered by any court with  respect to the
Escrow  Funds,  without  determination  by the  Escrow  Agent  of  such  court's
jurisdiction  in the matter.  If any portion of the Escrow  Funds is at any time
attached,  garnished  or  levied  upon  under any  court  order,  or in case the
payment, assignment, transfer, conveyance or delivery of any such property shall
be stayed or enjoined by any court order,  or in any case any order  judgment or
decree shall be made or entered by any court affecting such property or any part
thereof, then and in any such event, the Escrow Agent is authorized, in its sole
discretion, to rely upon and comply with any such order, writ judgment or decree
which it is advised by legal counsel  selected by it,  binding upon it,  without
the need for appeal or other action;  and if the Escrow Agent  complies with any
such  order,  writ,  judgment  or  decree,  it shall not be liable to any of the
parties  hereto  or to any other  person or entity by reason of such  compliance
even though such order,  writ judgment or decree may be  subsequently  reversed,
modified, annulled, set aside or vacated.

      10. LIABILITY OF INVESTOR'S COUNSEL.
          --------------------------------

      a.  Notwithstanding  any liability  attributable to Investor's  Counsel as
counsel  to  the  Investor,  Investor's  Counsel  shall  have  no  liability  or
obligation  with respect to the shares of the Company's  Common Stock except for
Investor's   Counsel's  willful  misconduct  or  gross  negligence.   Investor's
Counsel's sole  responsibility  shall be for the  safekeeping and release of the


                                       7
<PAGE>


shares  of the  Company's  Common  Stock in  accordance  with the  terms of this
Agreement.  Investor's  Counsel shall have no implied duties or obligations  and
shall not be charged with  knowledge or notice or any fact or  circumstance  not
specifically set forth herein.  Investor's Counsel may rely upon any instrument,
not only as to its due execution, validity and effectiveness, but also as to the
truth and  accuracy  of any  information  contained  therein,  which  Investor's
Counsel  shall in good  faith  believe  to be  genuine,  to have been  signed or
presented  by the person or parties  purporting  to sign the same and conform to
the provisions of this Agreement. In no event shall Investor's Counsel be liable
for  incidental,  indirect,  special,  and  consequential  or punitive  damages.
Investor's  Counsel  shall not be obligated to take any legal action or commence
any proceeding in connection with the shares of the Company's  Common Stock, any
account in which shares of Common Stock are deposited and this Agreement,  or to
appear in,  prosecute or defend any such legal action or proceeding.  Investor's
Counsel may consult legal counsel  selected by it in any event of any dispute or
question  as to  construction  of any of the  provisions  hereof or of any other
agreement  or its duties  hereunder,  or relating to any dispute  involving  any
party hereto,  and shall incur no liability and shall be fully  indemnified from
any  liability   whatsoever  in  acting  in  accordance   with  the  opinion  or
instructions of such counsel. The Company and the Investor jointly and severally
shall promptly pay, upon demand,  the  reasonable  fees and expenses of any such
counsel.

      b. Investor's  Counsel is hereby  authorized,  in its sole discretion,  to
comply with orders  issued or process  entered by any court with  respect to the
shares of the  Company's  Common  Stock,  without  determination  by  Investor's
Counsel of such court's jurisdiction in the matter. If any portion of the shares
of the Company's Common Stock are at any time attached, garnished or levied upon
under any court order, or in case the payment, assignment,  transfer, conveyance
or delivery of any such property shall be stayed or enjoined by any court order,
or in any case any order  judgment  or decree  shall be made or  entered  by any
court  affecting such property or any part thereof,  then and in any such event,
the Investor's Counsel is authorized,  in its sole discretion,  to rely upon and
comply with any such order, writ judgment or decree which it is advised by legal
counsel  selected by it,  binding upon it,  without the need for appeal or other
action; and if Investor's  Counsel complies with any such order, writ,  judgment
or decree,  it shall not be liable to any of the parties  hereto or to any other
person or entity by reason of such  compliance  even  though  such  order,  writ
judgment or decree may be subsequently reversed,  modified,  annulled, set aside
or vacated.

      12. INDEMNIFICATION OF ESCROW AGENT. From and at  all times after the date
of  this Agreement, the  parties jointly  and severally,  shall, to  the fullest
extent  permitted by law and to the extent provided  herein,  indemnify and hold
harmless Escrow Agent and each director, officer, employee,  attorney, agent and
affiliate of Escrow Agent (collectively,  the "INDEMNIFIED PARTIES") against any
and all actions,  claims (whether or not valid), losses,  damages,  liabilities,
costs  and  expenses  of  any  kind  or  nature  whatsoever  (including  without
limitation  reasonable  attorney's  fees,  costs and  expenses)  incurred  by or
asserted against any of the Indemnified  Parties from and after the date hereof,
whether direct, indirect or consequential,  as a result of or arising from or in
any way relating to any claim,  demand,  suit, action, or proceeding  (including
any inquiry or


                                       8
<PAGE>


investigation) by any person,  including without  limitation the parties to this
Agreement,  whether threatened or initiated,  asserting a claim for any legal or
equitable remedy against any Indemnified  Party under any statute or regulation,
including,  but not limited to, any federal or state  securities  laws, or under
any common law or equitable  cause or  otherwise,  arising from or in connection
with  the  negotiation,   preparation,  execution,  performance  or  failure  of
performance of this Agreement or any transaction contemplated herein, whether or
not any such Indemnified Party is a party to any such action or proceeding, suit
or the target of any such inquiry or investigation;  provided,  however, that no
Indemnified Party shall have the right to be indemnified hereunder for liability
finally determined by a court of competent  jurisdiction,  subject to no further
appeal, to have resulted from the gross negligence or willful misconduct of such
Indemnified  Party.  If any such  action or claim  shall be brought or  asserted
against any Indemnified  Party, such Indemnified Party shall promptly notify the
Company and the  Investor  hereunder in writing,  and the and the Company  shall
assume the defense thereof,  including the employment of counsel and the payment
of all expenses. Such Indemnified Party shall, in its sole discretion,  have the
right to employ separate counsel (who may be selected by such Indemnified  Party
in its sole discretion) in any such action and to participate and to participate
in the defense thereof,  and the fees and expenses of such counsel shall be paid
by such Indemnified Party,  except that the Investor and/or the Company shall be
required to pay such fees and expense if (a) the  Investor or the Company  agree
to pay such fees and expenses, or (b) the Investor and/or the Company shall fail
to assume the defense of such action or  proceeding  or shall fail,  in the sole
discretion of such Indemnified Party, to employ counsel reasonably  satisfactory
to the Indemnified Party in any such action or proceeding,  (c) the Investor and
the Company is the  plaintiff in any such action or  proceeding or (d) the named
or potential parties to any such action or proceeding (including any potentially
impleaded  parties)  include  both  Indemnified  Party the  Company  and/or  the
Investor  Indemnified Party shall have been advised by counsel that there may be
one or  more  legal  defenses  available  to it  which  are  different  from  or
additional to those  available to the Company or the Investor.  The Investor and
the Company  shall be jointly and  severally  liable to pay fees and expenses of
counsel  pursuant to the preceding  sentence,  except that any obligation to pay
under  clause (a) shall apply only to the party so  agreeing.  All such fees and
expenses  payable by the Company  and/or the Investor  pursuant to the foregoing
sentence  shall be paid from time to time as  incurred,  both in  advance of and
after the final  disposition  of such action or claim.  The  obligations  of the
parties under this section shall survive any termination of this Agreement,  and
resignation  or  removal  of  the  Escrow  Agent  shall  be  independent  of any
obligation of Escrow Agent.

      13. INDEMNIFICATION OF INVESTOR'S  COUNSEL.  From  and at all  times after
the date of this  Agreement,  the parties  jointly and severally,  shall, to the
fullest extent permitted by law and to the extent provided herein, indemnify and
hold harmless Investor's Counsel and each partner, director,  officer, employee,
attorney,   agent  and  affiliate  of  Investor's  Counsel  (collectively,   the
"Indemnified  Parties")  against  any and all  actions,  claims  (whether or not
valid), losses, damages,  liabilities,  costs and expenses of any kind or nature
whatsoever  (including without limitation  reasonable attorney's fees, costs and


                                       9
<PAGE>


expenses)  incurred by or asserted  against any of the Indemnified  Parties from
and after the date  hereof,  whether  direct,  indirect or  consequential,  as a
result of or arising  from or in any way  relating to any claim,  demand,  suit,
action,  or proceeding  (including any inquiry or  investigation) by any person,
including without  limitation the parties to this Agreement,  whether threatened
or initiated,  asserting a claim for any legal or equitable  remedy  against any
person  under any  statute or  regulation,  including,  but not  limited to, any
federal or state  securities laws, or under any common law or equitable cause or
otherwise,  arising from or in  connection  with the  negotiation,  preparation,
execution,  performance  or  failure of  performance  of this  Agreement  or any
transaction  contemplated herein, whether or not any such Indemnified Party is a
party to any such action or  proceeding,  suit or the target of any such inquiry
or investigation;  provided,  however,  that no Indemnified Party shall have the
right to be indemnified hereunder for liability finally determined by a court of
competent  jurisdiction,  subject to no further appeal,  to have resulted solely
from the gross negligence or willful  misconduct of such  Indemnified  Party. If
any such action or claim shall be brought or  asserted  against any  Indemnified
Party, such Indemnified Party shall promptly notify the Company and the Investor
hereunder in writing,  and the Investor and the Company shall assume the defense
thereof,  including  the  employment of counsel and the payment of all expenses.
Such Indemnified  Party shall, in its sole discretion,  have the right to employ
separate  counsel  (who may be  selected by such  Indemnified  Party in its sole
discretion)  in any such action and to  participate  and to  participate  in the
defense thereof, and the fees and expenses of such counsel shall be paid by such
Indemnified Party, except that the Investor and/or the Company shall be required
to pay such fees and expense if (a) the  Investor  or the  Company  agree to pay
such fees and  expenses,  or (b) the Investor  and/or the Company  shall fail to
assume the  defense of such  action or  proceeding  or shall  fail,  in the sole
discretion of such Indemnified Party, to employ counsel reasonably  satisfactory
to the Indemnified Party in any such action or proceeding,  (c) the Investor and
the Company is the  plaintiff in any such action or  proceeding or (d) the named
or potential parties to any such action or proceeding (including any potentially
impleaded  parties)  include  both  Indemnified  Party the  Company  and/or  the
Investor  Indemnified Party shall have been advised by counsel that there may be
one or  more  legal  defenses  available  to it  which  are  different  from  or
additional to those  available to the Company or the Investor.  The Investor and
the Company  shall be jointly and  severally  liable to pay fees and expenses of
counsel  pursuant to the preceding  sentence,  except that any obligation to pay
under  clause (a) shall apply only to the party so  agreeing.  All such fees and
expenses  payable by the Company  and/or the Investor  pursuant to the foregoing
sentence  shall be paid from time to time as  incurred,  both in  advance of and
after the final  disposition  of such action or claim.  The  obligations  of the
parties under this section shall survive any termination of this Agreement,  and
resignation  or  removal  of  the  Escrow  Agent  shall  be  independent  of any
obligation of Escrow Agent.

      14. EXPENSES  OF ESCROW  AGENT.  Except  as set  forth in  Section  11 the
Company shall  reimburse  Escrow Agent for all of its  reasonable  out-of-pocket
expenses,  including  attorneys' fees, travel expenses,  telephone and facsimile
transmission  costs,  postage  (including  express mail and  overnight  delivery
charges),   copying  charges  and  the  like.  All  of  the   compensation   and



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<PAGE>


reimbursement  obligations  set forth in this  Section  shall be  payable by the
Company,  upon demand by Escrow Agent. The obligations of the Company under this
Section shall survive any  termination of this Agreement and the  resignation or
removal of Escrow Agent.

      15. WARRANTIES.

      a.    Investor makes the following representations and warranties to
Escrow Agent and the Investor's Counsel :

            (i)  Investor  has full  power and  authority  to  execute  and
            deliver this Escrow  Agreement  and to perform its  obligations
            hereunder.

            (ii)  This  Escrow  Agreement  has been  duly  approved  by all
            necessary corporate action of Investor, including any necessary
            shareholder  approval,  has been  executed  by duly  authorized
            officers of the Investor,  enforceable  in accordance  with its
            terms.

            (iii) The execution,  delivery, and performance of the Investor
            of this Agreement  will not violate,  conflict with, or cause a
            default under the  certificate  of  incorporation  or bylaws of
            Investor, any applicable law or regulation,  any court order or
            administrative  ruling or degree  to which  the  Investor  is a
            party or any of its  property  is  subject,  or any  agreement,
            contract, indenture, or other binding arrangement.

            (iv)  Mark A.  Angelo  has been  duly  appointed  to act as the
            representative  of  Investor  hereunder  and has full power and
            authority  to  execute,   deliver,   and  perform  this  Escrow
            Agreement,  to execute and deliver any Joint Written Direction,
            to amend, modify, or waive any provision of this Agreement, and
            to  take  any  and  all  other   actions   as  the   Investor's
            representative  under  this  Agreement,   all  without  further
            consent or  direction  form,  or notice to, the Investor or any
            other party.

            (v) No party  other than the parties  hereto and the  Investors
            have, or shall have,  any lien,  claim or security  interest in
            the Escrow Funds or any part  thereof.  No financing  statement
            under  the   Uniform   Commercial   Code  is  on  file  in  any
            jurisdiction  claiming a  security  interest  in or  describing
            (whether  specifically  or  generally)  the Escrow Funds or any
            part thereof.

            (vi) All of the  representations and warranties of the Investor
            contained  herein are true and  complete  as of the date hereof
            and


                                       11
<PAGE>


            will be true and complete at the time of any disbursement  from
            the Escrow Funds.

      b.    The  Company  makes  the  following  representations  and warranties
to Escrow Agent and Investor's Counsel:

            (i)  The  Company  is a  corporation  duly  organized,  validly
            existing,  and in good standing  under the laws of the State of
            Delaware , and has full  power and  authority  to  execute  and
            deliver this Escrow  Agreement  and to perform its  obligations
            hereunder.

            (ii)  This  Escrow  Agreement  has been  duly  approved  by all
            necessary  corporate  action  of  the  Company,  including  any
            necessary  shareholder  approval,  has  been  executed  by duly
            authorized  officers of the Company,  enforceable in accordance
            with its terms.

            (iii) The execution,  delivery,  and performance by the Company
            of this Escrow  Agreement is in accordance with the Equity Line
            of Credit  Agreement  and will not violate,  conflict  with, or
            cause a  default  under the  certificate  of  incorporation  or
            bylaws of the Company,  any applicable  law or regulation,  any
            court  order or  administrative  ruling  or decree to which the
            Company is a party or any of its  property is  subject,  or any
            agreement, contract, indenture, or other binding arrangement.

            (iv) Gregory S. Levine , has been duly  appointed to act as the
            representative  of the Company hereunder and has full power and
            authority  to  execute,   deliver,   and  perform  this  Escrow
            Agreement,  to execute and deliver any Joint Written Direction,
            to amend,  modify or waive any provision of this  Agreement and
            to take all other actions as the Company's Representative under
            this Agreement,  all without further consent or direction from,
            or notice to, the Company or any other party.

            (v) No party other than the  parties  hereto  shall  have,  any
            lien,  claim or security  interest  in the Escrow  Funds or any
            part  thereof.   No  financing   statement  under  the  Uniform
            Commercial  Code  is on  file in any  jurisdiction  claiming  a
            security  interest in or describing  (whether  specifically  or
            generally) the Escrow Funds or any part thereof.

            (vi) All of the  representations  and warranties of the Company
            contained  herein are true and  complete  as of the date hereof


                                    12
<PAGE>


            and will be true and  complete at the time of any  disbursement
            from the Escrow Funds.

      14. CONSENT TO JURISDICTION  AND VENUE. In the event that any party hereto
commences  a  lawsuit  or other  proceeding  relating  to or  arising  from this
Agreement,  the parties  hereto agree that the United States  District Court for
the District of New Jersey shall have the sole and exclusive  jurisdiction  over
any  such   proceeding.   If  all  such  courts  lack  federal   subject  matter
jurisdiction,  the parties agree that the Superior Court Division of New Jersey,
Chancery  Division of Essex County shall have sole and  exclusive  jurisdiction.
Any of these  courts  shall be proper  venue for any such  lawsuit  or  judicial
proceeding and the parties hereto waive any objection to such venue. The parties
hereto consent to and agree to submit to the  jurisdiction  of any of the courts
specified  herein  and agree to accept the  service of process to vest  personal
jurisdiction over them in any of these courts.

      15. NOTICE.  All notices and other  communications  hereunder  shall be in
writing and shall be deemed to have been validly served, given or delivered five
(5) days after deposit in the United States mails, by certified mail with return
receipt requested and postage prepaid,  when delivered  personally,  one (1) day
delivered  to  any  overnight   courier,   or  when   transmitted  by  facsimile
transmission  and  addressed  to the  party to be  notified  as  follows:

If to Investment Adviser, to: Cornell Capital Partners, L.P.
                              C/O Yorkville Advisors LLC
                              521 Fifth Avenue - 17th Floor
                              New York, NY 10175
                              Attention: Mark A. Angelo

With a Copy to:               Butler Gonzalez, LLP
                              1000 Stuyvesant Avenue
                              Suite #6
                              Union, New Jersey  07083
                              Attention:  David Gonzalez, Esq.
                              Facsimile:  (908) 810-0973

If to Company, to:            Nexland, Inc.
                              1101 Brickell Avenue
                              North Tower, Second Floor
                              Miami, Florida  33131
                              Attention:  Gregory S. Levine, President
                              Facsimile:  (941) 366-6017

With copy to:                 Kirkpatrick & Lockhart
                              201 South Biscayne Blvd.
                              Suite 2000
                              Miami, Florida  33131
                              Attention:  Clayton Parker, Esq.
                              Facsimile:  (305) 358-7095



                                       13
<PAGE>


If to the Escrow Agent, to:   First Union National Bank,
                              407 Main Street
                              Metuchen, New Jersey 08840
                              Attention: Robert Mercado
                                         Carmela Agugliaro
                              Facsimile: (732) 452-3005



      Or to such other  address as each party may  designate  for itself by like
notice.

      16. AMENDMENTS  OR  WAIVER.  This  Agreement  may   be  changed,   waived,
discharged or terminated  only by a writing  signed by the parties of the Escrow
Agent.  No delay or omission by any party in  exercising  any right with respect
hereto  shall  operate  as  waiver.  A waiver on any one  occasion  shall not be
construed as a bar to, or waiver of, any right or remedy on any future occasion.

      17. SEVERABILITY.  To  the  extent  any  provision  of this  Agreement  is
prohibited  by  or  invalid  under  applicable  law,  such  provision  shall  be
ineffective  to  the  extent  of  such  prohibition,   or  invalidity,   without
invalidating the remainder of such provision or the remaining provisions of this
Agreement.

      18. GOVERNING LAW. This  Agreement  shall be construed and  interpreted in
accordance  with the  internal  laws of the State of New Jersey  without  giving
effect to the conflict of laws principles thereof.

      19. ENTIRE  AGREEMENT.  This Agreement  constitutes  the entire  Agreement
between the parties relating to the holding, investment, and disbursement of the
Escrow Funds and sets forth in their entirety the  obligations and duties of the
Escrow Agent with respect to the Escrow Funds.

      20. BINDING EFFECT.  All of the terms of this  Agreement,  as amended from
time to time,  shall be binding upon, inure to the benefit of and be enforceable
by the  respective  heirs,  successors and assigns of the Placement  Agent,  the
Company, or the Escrow Agent.

      21.  EXECUTION  OF  COUNTERPARTS.  This  Agreement  and any Joint  Written
Direction  may be  executed  in  counter  parts,  which when so  executed  shall
constitute one and same agreement or direction.

      22.  TERMINATION.  Upon the  first to  occur  of the  disbursement  of all
amounts  in the  Escrow  Funds  pursuant  to  Joint  Written  Directions  or the
disbursement of all amounts in the Escrow Funds into court pursuant to Section 7
hereof,  this Agreement  shall  terminate and Escrow Agent shall have no further
obligation or liability  whatsoever with respect to this Agreement or the Escrow
Funds.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]



                                       14
<PAGE>


      IN WITNESS WHEREOF the parties have hereunto set their hands and seals the
day and year above set forth.

                                    NEXLAND, INC.

                                    By: /s/ Gregory S. Levine
                                        -----------------------------------
                                        Name: Gregory S. Levine
                                        Title: Chief Executive Officer


                                    FIRST UNION NATIONAL BANK

                                    By: /s/ Robert Mercado
                                        -----------------------------------
                                        Name: Robert Mercado
                                        Title: As Escrow Agent


                                    CORNELL CAPITAL PARTNERS, L.P.

                                    By: Yorkville Advisors Management
                                    Its: General Partner

                                    By: /s/ Mark A. Angelo
                                        -----------------------------------
                                    Name: Mark A. Angelo
                                    Title: Fund Manager

                                    BUTLER GONZALEZ LLP

                                    By: /s/ David Gonzalez
                                        -----------------------------------
                                        Name: David Gonzalez
                                        Title: Partner




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