Exhibit
      10.7





**FORM
      OF ESCROW AGREEMENT**





This
      Escrow Agreement (the “Agreement”) is made by and between Phillips Nizer LLP, a
      New York limited liability partnership, with its principal office located at
      666
      Fifth Avenue, 28 th Floor,
      New York, NY 10103 (the “Escrow Agent”), and Seguso Holdings, Inc., a New York
      corporation, with its principal office located at 3405 54th Drive West, #G102,
      Bradenton, FL 34210 (the “Issuer”).




W
      I T N E S S E T H:




WHEREAS,
      the Issuer has filed with the Securities and Exchange Commission (the
“Commission”), Washington, D.C., an SB-2 Registration Statement (the
“Registration Statement”), and related Prospectus, File No. 333-122697, declared
      effective by the Commission on October 26, 2007, in connection with an initial
      public offering (the “Offering”) of the Issuer’s securities, comprising 500,000
      shares of the Issuer’s common stock to be sold at a price of $0.10 per share
      (the “Securities”), which shall be purchased by any investor in not less than
      5,000 shares and in multiples of 100;




WHEREAS,
      the Issuer proposes to offer the Securities to the public on a “best efforts,
      all or none” basis as set forth in the Registration Statement;




WHEREAS,
      the Offering is to be made in accordance with Rule 419 (“Rule 419”) under the
      Securities Act of 1933, as amended (the “Act”) and the Offering has been
      registered with the Commission;




WHEREAS,
      the Company desires to establish an escrow account (the “Escrow Account”) in
      which funds received from subscribers and securities issued in connection with
      the offering will be deposited pending completion of the escrow period. The
      Escrow Agent has agreed to maintain an escrow account with Sterling National
      Bank, an insured depository institution in accordance with Rule 419(b)
      (1)(i)(A), and the Escrow Agent in accordance with the terms and conditions
      set
      forth herein as more specifically directed under Rule 419.




WHEREAS,
      the proceeds deposited in the Escrow Account are to be released to the Company
      only in the event of the consummation of a business combination in accordance
      with the terms hereof, and within the time set forth herein, and otherwise
      the
      escrowed proceeds are to be returned to the purchasers of the Securities in
      accordance with the terms and conditions set forth herein, and all as
      specifically directed under Rule 419.




NOW,
      THEREFORE, for and in consideration of the promises and mutual covenants herein
      contained, and other valuable consideration, the parties hereto hereby agree
      as
      follows:




1.  THE
      REGISTRATION STATEMENT.


1.1  The
      Registration Statement is included herein as Exhibit
      A to this
      Agreement, and is made a part hereof.









2.
            ESTABLISHMENT
                OF THE ESCROW ACCOUNT.




2.1  The
      Issuer shall establish a non-interest-bearing Escrow Account maintained by
      the
      Escrow Agent. The purpose of the Escrow Account is for (a) the deposit of all
      subscription funds (checks, drafts or money orders ) which are received by
      the
      Issuer from prospective purchasers of the Securities and are delivered by the
      Issuer to the Escrow Agent; (b) the holding of amounts of subscription funds
      which are collected through the banking system, (c) the holding of securities
      issued in connection with the offering, and (d) the disbursement of collected
      funds and securities, all as described herein.




2.2  The
      Issuer has notified the Escrow Agent in writing of the effective date (the
      “Effective Date”) of the Registration Statement, and the date when the business
      combination must be completed, namely April 26, 2009.




2.3  The
      offering period (the “Offering Period”), which commenced on October 26, 2007
      (the “Effective Date”), shall end on April 23, 2008. The Offering Period shall
      be extended by an extension period only if the Escrow Agent shall have received
      written notice thereof at least five business days prior to the expiration
      of
      the Offering Period. The extension period, which shall be deemed to commence
      the
      next calendar day following the expiration of the Offering Period, shall consist
      of the number of calendar days or business days set forth in the Registration
      Statement. The last day of the Offering Period, or the last day of the extension
      period, is referred to herein as the “Termination Date.” Except
      as provided in Section 4.3 hereof, after the Termination Date, the Issuer shall
      not deposit, and the Escrow Agent shall not accept, any additional amounts
      representing payments by prospective purchasers.




3.
            DEPOSITS
                TO THE ESCROW ACCOUNT.




3.1  The
      Issuer shall promptly deliver to the Escrow Agent all Securities issued to,
      and
      all funds which it receives from, prospective purchasers of the Securities,
      which funds shall be in the form of checks, drafts or money orders . Upon
      the Escrow Agent’s receipt of such Securities and funds, they shall be credited
      to the Escrow Account. All checks delivered to the Escrow Agent shall be made
      payable to Phillips Nizer LLP Escrow Account for Seguso Holdings, Inc. Any
      checks payable other than to the Escrow Agent as required hereby shall be
      returned to the prospective purchaser.




3.2  Promptly
      after receiving subscription funds as described in Section 3.1, the Escrow
      Agent
      shall deposit the same into the Escrow Account. Amounts of funds so deposited
      are hereinafter referred to as “Escrow Amounts.” The Escrow Agent shall cause to
      process all Escrow Amounts for collection through the banking system.
      Simultaneously with each deposit to the Escrow Account, the Issuer shall inform
      the Escrow Agent in writing of the name, address and social security number
      of
      the prospective purchaser, the amount of Securities subscribed for by such
      purchaser, and the aggregate dollar amount of such subscription (collectively,
      the “Subscription Information”).




3.3  The
      Escrow Agent shall not be required to accept for credit to the Escrow Account
      checks which are not accompanied by the appropriate Subscription Information.
      Payments by prospective purchasers shall not be deemed deposited in the Escrow
      Account until the Escrow Agent has received in writing the Subscription
      Information required with respect to such payments.









3.4  The
      Escrow Agent shall not be required to accept in the Escrow Account any amounts
      representing payments by prospective purchasers, whether by check, draft or
      money order, except during the Escrow Agent’s regular business
      hours.




3.5  Only
      those Escrow Amounts, which have been deposited in the Escrow Account and which
      have cleared the banking system and have been collected by the Escrow Agent,
      are
      herein referred to as the “Fund.”




3.6  If
      the
      proposed Offering is terminated before the Termination Date, the Escrow Agent
      shall refund any portion of the Fund prior to disbursement of the Fund in
      accordance with Article 4 hereof upon instructions in from the
      Issuer.




4.
            DISBURSEMENT
                FROM THE ESCROW ACCOUNT.




4.1  Subject
      to Section 4.3 below, if by the close of regular banking hours on April 23,
      2008, the Escrow Agent determines that the amount in the Fund is less than
      the
      minimum amount of the Offering, then the Escrow Agent shall promptly refund
      to
      each prospective purchaser the amount of payment received from such purchaser
      which is then held in the Fund or which thereafter clears the banking system,
      without interest thereon or deduction therefrom, by drawing checks on the Escrow
      Account for the amounts of such payments and mail them to the purchasers. In
      such event, the Escrow Agent shall promptly notify the Issuer of its
      distribution of the Fund and return all Securities held by the Escrow Agent
      to
      the Issuer.




4.2  The
      terms
      of the Offering must provide, and the Issuer must satisfy, the following
      conditions: within five business days after the effective date of the
      post-effective amendment, the Issuer shall send by first class mail to each
      purchaser of securities held in escrow, a copy of the prospectus contained
      in
      the post-effective amendment and any amendment or supplement thereto; each
      purchaser shall have no fewer than 20 business days and no more than 45 business
      days from the effective date of the post-effective amendment to notify the
      Issuer in writing that the purchaser elects to remain an investor. If the Issuer
      has not received such written notification by the 45th business day following
      the effective date of the post-effective amendment, funds and interest or
      dividends, if any held in escrow shall be sent by first class mail or other
      equally prompt means to the purchaser within five business days; the acquisition
      meeting the criteria set forth above will be consummated if a sufficient number
      of purchasers confirm their investment with the Issuer; and if a consummated
      acquisition meeting the requirements above has not occurred by a date 18 months
      after the effective date of the Issuer’s initial registration statement, funds
      held in escrow shall be returned by first class mail to the purchasers with
      five
      business days following that date. The Issuer shall promptly notify Escrow
      Agent
      if any of the above conditions are not timely satisfied.




4.3  Funds
      held in the escrow account may be released to the Issuer and securities may
      be
      delivered to the purchaser only at the same time as or after: the
      escrow agent has received a signed representation from the Issuer, together
      with
      other evidence acceptable to the escrow agent, that the requirements of
      paragraphs (e)(1) and (e)(2) of Rule 419 have been met; and the escrow agent
      has
      received a signed representation from the Issuer, together with other evidence
      acceptable to the escrow agent, that the requirements of paragraph (e)(2)(iii)
      of Rule 419 have been met.









4.4  If
      the
      Escrow Agent has on hand at the close of business on the Termination Date any
      uncollected amounts which when added to the Fund would raise the amount in
      the
      Fund to the minimum offering amount, and result in the Fund, the Collection
      Period, consisting of the number of five (5) business days shall be utilized
      to
      allow such uncollected funds to clear the banking system.




4.5  Upon
      disbursement of the Fund pursuant to the terms of this Article 4, the Escrow
      Agent shall be relieved of all further obligations and released from all
      liability under this Agreement. It is expressly agreed and understood that
      in no
      event shall the aggregate amount of payments made by the Escrow Agent exceed
      the
      amount of the Fund.




5.
            RIGHTS,
                DUTIES AND RESPONSIBILITIES OF THE ESCROW AGENT;INDEMNIFICATION.




5.1  The
      Escrow Agent shall notify the Issuer on a regular basis of the escrow amounts
      which have been deposited in the Escrow Account and of the amounts, constituting
      the Fund, which have cleared the banking system and have been collected by
      the
      Escrow Agent.




5.2  The
      Escrow Agent shall not be responsible for or be required to enforce any of
      the
      terms or conditions of the Agreement with respect to the Issuer.




5.3  The
      Escrow Agent shall not be required to accept from the Issuer any subscription
      information pertaining to prospective purchasers unless such Subscription
      Information is accompanied by checks or wire transfers meeting the requirement
      of Section 3.1, nor shall the Escrow Agent be required to keep records of any
      information with respect to payments deposited by the Issuer, except as to
      the
      amount of such payments; however, the Escrow Agent shall notify the Issuer
      within a reasonable time of any discrepancy between the amount set forth in
      any
      subscription information and the amount delivered to the Escrow Agent therewith.
      Such amount need not be accepted for deposit in the Escrow Agent until such
      discrepancy has been resolved.




5.4  The
      Escrow Agent shall be under no duty or responsibility to enforce collection
      of
      any check delivered to it hereunder. The Escrow Agent, within a reasonable
      time,
      shall return to the Issuer any check received which is dishonored, together
      with
      the Subscription Information which accompanied such check.




5.5  The
      Escrow Agent shall be entitled to rely upon the accuracy, act in reliance upon
      the contents, and assume the genuineness of any notice, instruction,
      certificate, signature, instrument or other document which is given to the
      Escrow Agent by the Issuer pursuant to this Agreement without the necessity
      of
      the Escrow Agent verifying its truth or accuracy. Thereof, the Escrow Agent
      shall not be obligated to make any inquiry as to the authority, capacity,
      existence or identity of any person purporting to give any such notice or
      instructions or to execute any such certificate, instrument or other
      document.









5.6  If
      the
      Escrow Agent is uncertain as to its duties or rights hereunder or shall receive
      instructions with respect to the Escrow Account, the escrow amounts of the
      Fund
      which, in its sole determination, are in conflict either with other instructions
      received by it or with any provision of this Agreement, it shall be entitled
      to
      hold the escrow amounts, the Fund or a portion thereof, in the Escrow Account
      pending the resolution of such uncertainty to the Escrow Agent’s sole
      satisfaction, by final judgment of a court of competent jurisdiction or
      otherwise; or the Escrow Agent, at its sole option, may deposit with the Clerk
      of a court of competent jurisdiction in a proceeding to which all parties in
      interest are joined. Upon the deposit by the Escrow Agent of the Fund with
      the
      Clerk of any court, the Escrow Agent shall be relieved of all further
      obligations and released from all liability hereunder.




5.7  The
      Escrow Agent shall not be liable for any action taken or omitted hereunder,
      or
      for the misconduct of any employee, agent or attorney appointed by it, except
      in
      the case of willful misconduct or gross negligence. The Escrow Agent shall
      be
      entitled to consult with counsel of its own choosing and shall not be liable
      for
      any action taken, suffered or omitted by it in accordance with the advice of
      such counsel.




5.8  The
      Escrow Agent shall have no responsibility at any time to ascertain whether
      or
      not any security interest exists in the escrow amounts, the Fund or any part
      thereof or to file any financing statement under the Uniform Commercial Code
      with respect to the Fund or any part thereof.




5.9  The
      Issuer agrees to indemnify the Escrow Agent and its officers, directors,
      employees, agents, and shareholders (jointly and severally, the “Indemnitees”)
      against, and hold them harmless of and from, any and all losses, liabilities,
      costs, damages, and expenses, including, but not limited to, reasonable fees
      and
      disbursements for counsel of its own choosing (collectively, “Liabilities”),
      that the Indemnitees may suffer or incur and which arise out of or relate to
      this Agreement or any transaction to which this Agreement relates, unless such
      Liability is the result of the willful misconduct or gross negligence of the
      Indemnitees.




5.10  If
      the
      indemnification provided for in this Section 5 is applicable but is held to
      be
      unavailable, the Issuer shall contribute such amounts as are just and equitable
      to pay or to reimburse the Indemnitees for the aggregate of any and all
      Liabilities actually incurred by the Indemnitees as a result of or in connection
      with any amount paid in settlement of any action, claim, or proceeding arising
      out of or relating in any way to any actions or omissions of the
      Issuer.




5.11  The
      provisions of this Section 5 shall survive any termination of this Agreement,
      whether by disbursement of the Fund, resignation of the Escrow Agent, or
      otherwise.




6.
            AMENDMENT;
                RESIGNATION.




6.1  This
      Agreement may be altered or amended only with the written consent of the parties
      hereto. The Escrow Agent may resign for any reason upon five business days’
written notice to the Issuer. Should the Escrow Agent resign as herein provided,
      it shall not be required to accept any deposit, make any disbursement or
      otherwise dispose of the escrow amounts, but its only duty shall be to hold
      the
      escrow accounts until they clear the banking system and the Fund for a period
      of
      not more than five business days following the effective date of such
      resignation, at which time (a) if a successor escrow agent shall have been
      appointed and written notice thereof shall have been given to the resigning
      escrow agent by the Issuer and such successor escrow agent, then the resigning
      escrow agent shall pay over to the successor escrow agent the Fund, less any
      portion thereof previously paid out in accordance with this Agreement; or (b)
      if
      the resigning escrow agent shall not have received written notice signed by
      the
      Issuer and a successor escrow agent, then the resigning escrow agent shall
      promptly refund the amount in the Fund to each prospective purchaser, without
      interest thereon or deduction therefrom, and the resigning Escrow Agent shall
      promptly notify the Issuer of its liquidation and distribution of the Fund;
      whereupon, in either case, the Escrow Agent shall be relieved of all further
      obligations and released from all liability under this Agreement. Without
      limiting the provisions of Section 8 hereof, the resigning Escrow Agent shall
      be
      entitled to be reimbursed by the Issuer for any expenses incurred in connection
      with its resignation, transfer of the Fund to a successor escrow agent
      o r
      distribution of the Fund pursuant to this Section 6.









7.
            REPRESENTATIONS
                AND WARRANTIES.




7.1  The
      Issuer represents and warrants to the Escrow Agent that no party other than
      the
      parties hereto and the prospective purchasers have, or shall have, any claim
      or
      security interest in the Fund or any part thereof.




7.2  No
      financing statement under the Uniform Commercial Code is on file in any
      jurisdiction claiming a security interest in or describing the Fund or any
      part
      thereof.




7.3  The
      Subscription Information submitted with each deposit shall, at the time of
      submission and at the time of the disbursement of the Fund, be deemed a
      representation and warranty that such deposit represents a bona fide payment
      by
      the purchaser described therein for the amount of Securities set forth in such
      Subscription Information.




7.4  All
      of
      the information contained in the Registration Statement is, as of the date
      hereof, and will be, at the time of any disbursement of the Fund, true and
      correct.




8.
            FEES
                AND EXPENSES.




8.1  The
      Escrow Agent shall be entitled to an acceptance fee of $1,000 and an annual
      administrative fee of $1,000, payable upon the execution of this Agreement.
      In
      addition, the Issuer agrees to reimburse the Escrow Agent for any reasonable
      fees and expenses incurred in connection with this Agreement.




9.
            GOVERNING
                LAW AND ASSIGNMENT.




9.1  This
      Agreement shall be construed in accordance with and governed by the laws of
      the
      State of New York and shall be binding upon the parties hereto and their
      respective successors and assigns; provided, however, that any assignment or
      transfer by any party of its rights under this Agreement or with respect to
      the
      Fund shall be void as against the Escrow Agent unless (a) written notice thereof
      shall be given to the Escrow Agent; and (b) the Escrow Agent shall have
      consented in writing to such assignment or transfer.









10.
            NOTICES.




10.  All
      notices required to be given in connection with this Agreement shall be sent
      by
      registered or certified mail, return receipt requested, or by hand delivery
      with
      receipt acknowledged, or by Express Mail service offered by the United States
      Post Office to the addresses set forth in the beginning of this Agreement or
      such other address as the parties hereto may designate.




11.
            SEVERABILITY.




11.1  If
      any
      provision of this Agreement or the application thereof to any person or
      circumstance shall be determined to be invalid or unenforceable, the remaining
      provisions of this Agreement or the application of such provision to persons
      of
      circumstances other than those to which it is held invalid or unenforceable
      shall not be affected thereby and shall be valid and enforceable to the fullest
      extent permitted by law.




12.
            EXECUTION
                IN SEVERAL COUNTERPARTS; ENTIRE
                AGREEMENT.




12.1  This
      Agreement may be executed in several counterparts or by separate instruments,
      all of such counterparts and instruments shall constitute one agreement, binding
      on all of the parties hereto.




12.2  This
      Agreement constitutes the entire agreement between the parties hereto with
      respect to the subject matter hereof and supersedes all prior agreements and
      understandings, written or oral, of the parties in connection
      therewith.




IN
      WITNESS WHEREOF, the undersigned parties have executed this Agreement upon
      proper legal authority as of the 1 st day of
      April, 2008.




PHILLIPS
              NIZER
              LLPBy:
            /s/ Elliot H. LutzkerElliot
              H. Lutzker, Partner




SEGUSO
                HOLDINGS, INC., a New York
              corporationBy:
            /s/
              Robert SegusoRobert
              Seguso