Exhibit 10.16
                                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");  The
May Davis Group, a Maryland corporation (the "PLACEMENT AGENT"); and First Union
National Bank, a national  banking  association,  as Escrow Agent hereunder (the
"ESCROW AGENT").

                                   BACKGROUND


               WHEREAS,  the Company and the Placement Agent have entered into a
Placement  Agent Agreement (the "PLACEMENT  AGENT  AGREEMENT"),  dated as of the
date  hereof,  pursuant  to  which  the  Company  proposes  to sell  convertible
debentures (the  "CONVERTIBLE  DEBENTURES")  which shall be convertible into the
Company's Common Stock, $0.0001 par value per share (the "COMMON STOCK"), at the
Purchase  Price,  as that term is defined in the Securities  Purchase  Agreement
dated the date hereof  between the Company and the Investors  named therein (the
"SECURITIES  PURCHASE  AGREEMENT").  The Securities  Purchase Agreement provides
that the  Investors  shall  deposit the purchase  amount in a segregated  escrow
account to be held by Escrow Agent in order to effectuate a disbursement  to the
Company  at a  closing  to be  held  as set  forth  in the  Securities  Purchase
Agreement (the "CLOSING").

               WHEREAS,  the  Placement  Agent  intends to sell the  Convertible
        Debentures as the Company's agent (the "OFFERING").

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

               WHEREAS,  in order to establish the escrow of funds and to effect
the provisions of the  Securities  Purchase  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:


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

<PAGE>


        b. "JOINT WRITTEN  DIRECTION" shall mean a written direction executed by
the Placement Agent 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. "ESCROW PERIOD" shall begin with the commencement of the Offering and
shall terminate upon the earlier to occur of the following dates:

        (i) The date upon which  Escrow Agent  confirms  that it has received in
the  Escrow  Account  all  of  the  proceeds  of the  sale  of  the  Convertible
Debentures;

        (ii) The expiration of twenty (20) days from the date of commencement of
the Offering  (unless extended by mutual written  agreement  between the Company
and the Placement Agent with a copy of such extension to Escrow Agent); or

        (iii) The date upon which a determination is made by the Company and the
Placement  Agent  to  terminate  the  Offering  prior  to the  sale  of all  the
Convertible Debentures.

During the Escrow  Period,  the Company and the  Placement  Agent are aware that
they are not entitled to any funds received into escrow and no amounts deposited
in the Escrow  Account shall become the property of the Company or the Placement
Agent or any other  entity,  or be  subject  to the debts of the  Company or the
Placement Agent or any other entity.

2.  APPOINTMENT OF AND ACCEPTANCE BY ESCROW AGENT.  The Placement  Agent and the
Company hereby appoint the Escrow Agent to serve as Escrow Agent hereunder.  The
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.

3.  CREATION OF ESCROW FUNDS. On or prior to the date of the commencement of the
Offering,  the parties shall  establish an escrow account with the Escrow Agent,
which  escrow  account  shall be entitled as follows:  Nexland,  Inc./May  Davis
Group,  Inc.  Escrow Account for the deposit of the Escrow Funds.  The Placement
Agent will instruct subscribers to 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 Escrow Account
Name on Sub-Account:  Nexland, Inc./May Davis Group, Inc.
                        Escrow account

Reference Sub-Account #  1402-01
Attn:   Robert Mercado (732) 452-3005
        Carmela Agugliaro (732) 452-3005
Only wire transfers shall be accepted.



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<PAGE>

4. DEPOSITS INTO THE ESCROW ACCOUNT.  The Placement Agent agrees that they shall
promptly  deliver all monies  received from  subscribers  for the payment of the
Convertible Debentures 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 Purchase Price , Escrow Agent shall notify
the Company and the Placement Agent. The Escrow Agent will continue to hold such
funds  until  Placement  Agent and  Company  execute a Joint  Written  Direction
directing  the Escrow Agent to disburse the Proceeds  pursuant to Joint  Written
Direction  signed by the Company and the Placement  Agent.  In  disbursing  such
funds, Escrow Agent is authorized to rely upon such Joint Written Direction from
Company and the Placement  Agent and may accept any  signatory  from the Company
listed  on the  signature  page to this  Agreement  and any  signature  from the
Placement Agentthat Escrow Agent already has on file.

        In the event the Escrow Agent does not receive the Escrow Funds from the
Investors  in the amount of the  Purchase  Price , the Escrow Agent shall notify
the Company and the Placement Agent.  Upon receipt of payment  instructions from
the Company and the Placement  Agent, the Escrow Agent shall disburse the Escrow
Funds to the Company or refund to each  subscriber  without  interest the amount
received  from each  Investor,  without  deduction,  penalty,  or expense to the
subscriber.  The purchase  money returned to each  subscriber  shall be free and
clear of any and all claims of the Company,  the Placement Agent or any of their
creditors.

        In the event  Escrow  Agent does  receive  the  Purchase  Price prior to
expiration of the Escrow  Period,  in no event will the Escrow Funds be released
to the Company until such amount is received by Escrow Agent in collected funds.
For purposes of this Agreement,  the term "collected funds" shall mean all funds
received by Escrow Agent which have cleared normal  banking  channels and are in
the form of cash.

6. COLLECTION PROCEDURE.  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 Escrow  Agent  shall be  returned  to the
Placement Agent. In such cases, Escrow Agent will promptly notify the Company of
such return.

        If the Company rejects any  subscription  for which the Escrow Agent has
already  collected  funds,  Escrow Agent shall  promptly issue a refund check or
wire to the rejected  subscriber.  If the Company rejects any  subscription  for
which  Escrow  Agent  has  not  yet  collected   funds  but  has  submitted  the
subscriber's  wire for collection,  Escrow Agent shall promptly issue a check or
wire the amount of the subscriber's wire to the rejected subscriber after Escrow
Agent has cleared such funds.  If Escrow Agent has not yet  submitted a rejected


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<PAGE>

subscriber's  wire  for  collection,  Escrow  Agent  shall  promptly  remit  the
subscriber's wire directly to the subscriber.  The Company shall provide payment
instructions to Escrow Agent.

7. SUSPENSION OF  PERFORMANCE:  DISBURSEMENT  INTO COURT. If at any time,  there
shall exist any dispute between the Company and the Placement Agent 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:

            a.   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,  Escrow  Agent shall  continue to invest the
                 Escrow Funds in accordance with Section 8 hereof; and/or

            b.   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.

            c.   Escrow  Agent  shall  have no  liability  to the  Company,  the
                 Placement  Agent,  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.

8. INVESTMENT OF ESCROW FUNDS.  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
Funds, or such portion thereof,  as to which no Joint Written Direction has been
received,  in investments  described above. The foregoing  investments  shall be


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<PAGE>

made by 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 or any Joint  Written  Direction  received by Escrow Agent with
respect to investment of any funds in 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 Placement Agent 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.

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


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<PAGE>

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
Securities  Purchase  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 Placement
Agent jointly and severally shall promptly pay, upon demand, the reasonable fees
and expenses of any such counsel.

        b. 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 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, 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 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.

11.  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
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


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<PAGE>

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 Placement  Agent  hereunder in writing,  and the Placement Agent
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
Placement  Agent  and/or  the  Company  shall be  required  to pay such fees and
expense if (a) the  Placement  Agent or the  Company  agree to pay such fees and
expenses, or (b) the Placement Agent 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 Placement Agent and
the Company are 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 the Indemnified  Party, the Company and/or the
Placement  Agent and the  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 Placement Agent. The
Placement  Agent 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  Placement  Agent
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.

    The parties agree that neither payment by the Company or the Placement Agent
of any claim by Escrow Agent for indemnification  hereunder shall impair, limit,
modify,  or  affect,  as  between  the  Placement  Agent  and the  Company,  the
respective  rights and obligations of Placement  Agent, on the one hand, and the
Company, on the other hand, under the Placement Agent Agreement.

12.  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 reimbursement  obligations set
forth in this  Section  shall be payable by the  Company,  upon demand by Escrow


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<PAGE>

Agent.  The  obligations  of the Company  under this Section  shall  survive any
termination of this Agreement and the resignation or removal of Escrow Agent.

13.     WARRANTIES.
        ----------

        a. Placement Agent makes the following representations and warranties to
Escrow Agent:

               (i)  Placement  Agent 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 Placement  Agent,  including  any
               necessary  shareholder  approval,   has  been  executed  by  duly
               authorized  officers  of  the  Placement  Agent,  enforceable  in
               accordance with its terms.

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

               (iv)  Michael  Jacobs  has  been  duly  appointed  to  act as the
               representative  of the  Placement  Agent  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  Placement   Agent's
               representative under this Agreement,  all without further consent
               or direction form, or notice to, the Placement Agent 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 Placement
               Agent  contained  herein  are  true and  complete  as of the date


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<PAGE>

               hereof  and  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:

               (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  Purchase
               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,   including  without
               limitation to the Securities  Securities Purchase  Agreement,  to
               which the Company is a party.

               (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  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 Company
               contained  herein are true and complete as of the date hereof and



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               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 upon  confirmation of recipet and addressed to the party to be
notified as follows:

If to Placement Agent, to:        The May Davis Group, Inc.
                                  One World Trade Center
                                  New York, NY 10048
                                  Attention: Michael Jacobs
                                  Telephone: (212)775-7400
                                  Facsimile: (212) 775-8166

With Copy to:                     Butler Gonzalez LLP
                                  1000 Stuyvesant Avenue
                                  Union, NJ 07083
                                  Attention: David Gonzalez, Esq.
                                  Telephone: (908) 810-8588
                                  Facsimile: (908) 810-0973

If to the Company, to:            Nexland, Inc.
                                  1101 Brickell Avenue
                                  North Tower, 2nd Floor
                                  Miami, Florida 33131
                                  Attention:     Gregory S. Levine
                                                 President
                                  Telephone:     (305) 358-7771
                                  Facsimile:     (305) 358-3151




                                       10
<PAGE>

With a copy to:                   Kirkpatrick & Lockhart LLP
                                  201 South Biscayne Blvd. - Suite 2000
                                  Miami, Fl 33131
                                  Attention:     Clayton E. Parker, Esq.
                                  Telephone:     (305) 539-3300
                                  Facsimile:     (305) 358-7095

If to Escrow Agent, to:           First Union National Bank,
                                  407 Main Street
                                  Metuchen, NJ 08840
                                  Attention: Robert Mercado
                                             Carmela Agugliaro
                                  Telephone: (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 hereto.  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.




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<PAGE>

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 INTENIONALLY LEFT BLANK]


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        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: President


                                    FIRST UNION NATIONAL BANK

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


                                    THE MAY DAVIS GROUP, INC.

                                    By: /s/ Michael Jacobs
                                        ---------------------
                                            Name: Michael Jacobs
                                            Title: Managing Director