EXHIBIT 10.7


March 27, 2006



North Shore Capital Advisors Corp.
20 Marlin Lane
Port Washington, New York 11050

Attention: Steven Cohen

Re:  Escrow Agreement

Gentlemen:

     This Escrow  Agreement  is entered  into by and among  North Shore  Capital
Advisors  Corp.  in its  individual  capacity  ("NSCA"),  and in its capacity as
escrow  agent (the "Escrow  Agent"),  Krovim LLC, a Delaware  limited  liability
company ("Krovim"),  Steven Cohen ("Cohen"), Rosalind Davidowitz ("Davidowitz"),
Alison Bell ("Bell"),  Pamela Katz ("Katz"),  and Pamela Turkel  ("Turkel," and,
together with Krovim, Cohen, Davidowitz,  Bell and Katz, the "Founders") and the
stockholders listed on Exhibit B hereto (the "Stockholders"); and

     WHEREAS, the Founders  collectively own 218,200 shares of NSCA common stock
("Founders' Stock"), in the amounts set forth on Exhibit A hereto;

     WHEREAS,  the Founders and the  Stockholders  own warrants to purchase NSCA
common  stock in  amounts  set  forth on  Exhibit  B  hereto  (collectively  the
"Warrants"); and

     WHEREAS,  the  Founders  have  agreed to deliver  to the  Escrow  Agent the
Founders' Stock and the Warrants owed by each of them and the Stockholders  have
agreed  to  deliver  to the  Escrow  Agent  the  Warrants  owned by each of them
pursuant to the terms of this Escrow Agreement.

     1. Holding of the Founders'  Interests.  The Escrow Agent agrees to hold in
escrow the Founders'  Stock and the Warrants on and subject to the terms of this
Escrow Agreement.  NSCA, the Founders and the Stockholders (each, a "Party," and
together,  the "Parties")  acknowledge that the Escrow Agent's only obligations,
in its capacity as escrow  agent,  are those  expressly set forth in this Escrow
Agreement.

2.       Disposition of Founders' Stock and the Warrants, Upon Instructions.

     (a) The  Founders'  Stock shall be held in escrow  until the earlier of (i)
February  10, 2008,  and (ii) the date on which the closing  price of a share of
NSCA  common  stock  equals or exceeds  $1.00 for at least ten (10)  consecutive
trading days on the OTC Bulletin Board,  the Nasdaq Stock Market or the American
or New York Stock Exchange.  The Founders agree that the Founders' Stock may not
be sold while such Founders' Stock remains in escrow,  however, the Founders may
exercise their  respective  voting  privileges in connection  with the Founders'
Stock. Any securities issued with respect to the Founders Stock as a result of a
stock dividend, split or distribution or other recapitalization shall be held by
the Escrow Agent subject to the terms of this Agreement.

     (b) The  Warrants  shall be held in  escrow  until  the  date on which  the
closing  price of a share of NSCA common  stock  equals or exceeds  $1.00 for at
least ten (10)  consecutive  trading days on the OTC Bulletin,  Board the Nasdaq
Stock  Market or the American or New York Stock  Exchange.  The Founders and the
Stockholders  agree that the Warrants  may not be sold or  exercised  while such
Warrants  remain in escrow,  however,  the  Stockholders  and the  Founders  may
exercise their respective voting privileges in connection with the Warrants. Any
securities  issued with respect to the Warrants as a result of a stock dividend,
split or  distribution  or other  recapitalization  shall be held by the  Escrow
Agent subject to the terms of this Agreement.

     (c)  Upon  receipt  by  the  Escrow  Agent  of  written  instructions  (the
"Instructions")  from and  signed by any of the  Founders  directing  the Escrow
Agent to release all or any portion of the Founders' Stock or Instructions  from
any of the  Founders or  Stockholders  with respect to all or any portion of the
Warrants,  the Escrow  Agent  shall,  within one (1)  business day of the Escrow
Agent's receipt of the Instructions, release the Founders' Stock to such Founder
or Warrants to such Founder or Stockholder in accordance  with the  Instructions
unless NSCA reasonably concludes that the terms of the release of such Founders'
Stock or Warrants from escrow as set forth in subsection (a) or subsection  (b),
as the case may be, of this  paragraph have not been met. In the event that NSCA
shall give notice to the Escrow  Agent to release  the  Founders'  Stock  and/or
Warrants from escrow,  the Escrow Agent may  immediately  release such Founders'
Stock and/or the Warrants to all of the Founders and the Stockholders.

     3. No  Obligation  to  Distribute  the  Founders'  Stock or the Warrants if
Escrow  Agent  Receives a Conflict  Notice or Escrow Agent  Believes  There is a
Conflict.  In the event that NSCA objects to the release of the Founders' Stock
and/or the  Warrants  from escrow or in the event that the Escrow Agent shall be
uncertain as to its  obligations  with respect to the Founders' Stock and/or the
Warrants,  or shall  receive  instructions,  claims or demands  from the Parties
which,  in the Escrow Agent's  opinion,  are in conflict with each other or with
any of the provisions of this Escrow  Agreement,  the Escrow Agent shall refrain
from  taking any action  other than to retain  the  Founders'  Stock  and/or the
Warrants until the Escrow Agent shall have received  joint written  instructions
from the  Parties  as to the  disposition  of the  Founders'  Stock  and/or  the
Warrants or until the Escrow Agent is directed by a final judgment of a court of
competent  jurisdiction  final  beyond  right of review.  In  addition,  in such
circumstances,  the Escrow  Agent may deposit  the  Founders'  Stock  and/or the
Warrants into any court of competent jurisdiction,  there to abide by a decision
of the court. In this connection,  each of the parties consents to the exclusive
jurisdiction  of the federal and state  courts  located in the City,  County and
State of New York.

     4.  Termination  of this  Escrow  Agreement.  This Escrow  Agreement  shall
terminate  upon a  distribution  of all of the Founders'  Stock and the Warrants
pursuant to Paragraph 2 or 3 of this Escrow Agreement.

     5.  Reimbursement;  Indemnification of Escrow Agent; Fee for Services.  The
Parties  shall,  jointly and  severally,  indemnify and hold harmless the Escrow
Agent  against any and all losses,  claims,  liabilities,  costs,  payments  and
expenses, including reasonable legal fees, which may be imposed upon or incurred
by the Escrow Agent  hereunder  or as a result of its services as escrow  agent,
unless such expenses result from the gross  negligence or willful  misconduct of
the  Escrow  Agent.  In the  event  that the  Escrow  Agent  brings an action or
proceeding  or  defends  or  responds  to any  action or  proceeding  brought or
threatened to be brought against it or in the event the Escrow Agent responds to
any claim made  against it with respect to this Escrow  Agreement,  the services
rendered by the Escrow Agent pursuant to this Escrow  Agreement or the Founders'
Stock and/or the Warrants,  the Parties shall jointly and severally reimburse or
advance, as the Escrow Agent shall request,  the Escrow Agent for all legal fees
and expenses,  incurred in connection with such action or proceeding.  The terms
"action  or  proceeding"  shall be  broadly  defined  to  include  any action or
proceeding,  whether in law,  equity,  bankruptcy  or  otherwise,  or any claim,
arbitration   or   investigation,   whether   formal  or  informal,   judgments,
deficiencies, settlements, liabilities and similar matters.

     6.  Rights  of Escrow  Agent.  The  Escrow  Agent  shall  have no duties or
responsibilities except those expressly set forth in this Escrow Agreement.  The
Escrow  Agent shall have no liability  under,  or duty to inquire into the terms
and  provisions  of any  agreement  between  the  parties.  No  person,  firm or
corporation will be recognized by the Escrow Agent as a successor or assignee of
either  Party  until  there  shall be  presented  to the Escrow  Agent  evidence
satisfactory to it of such  succession or assignment.  The Escrow Agent may rely
upon any  instrument  in writing  believed in good faith by it to be genuine and
sufficient and properly presented and shall not be liable or responsible for any
action taken or omitted in accordance  with the provisions  thereof.  The Escrow
Agent shall not be liable or responsible  for any act it may do or omit to do in
connection with the performance of its duties as Escrow Agent or for any mistake
of fact or law or any error or  judgment,  except  for its gross  negligence  or
willful misconduct. The Escrow Agent may consult with counsel and shall be fully
protected  with  respect to any  action  taken or omitted by it in good faith on
advice of counsel.  The Escrow Agent is authorized to comply with and obey laws,
orders, judgments, decrees and regulations of any governmental authority, court,
tribunal or  arbitrator.  If the Escrow  Agent  complies  with such law,  order,
judgment, decree or regulations,  the Escrow Agent shall not be liable to any of
the Parties or to any other person even if such law, order, judgment,  decree or
regulation is subsequently  reversed,  modified,  annulled,  set aside, vacated,
found to have been entered without jurisdiction,  or found to be in violation of
or beyond the scope of a constitution or a law.

     7.  Resignation;  Successor  Escrow Agent. The Escrow Agent may at any time
resign hereunder by giving written notice of its resignation to the Parties,  at
their addresses set forth below, at least twenty (20) business days prior to the
date specified for such  resignation  to take effect.  If the Escrow Agent shall
resign,  and upon the effective date of the resignation of the Escrow Agent, all
property then held by the Escrow Agent pursuant to this Escrow  Agreement  shall
be delivered by the Escrow Agent to such person as may be  designated in writing
by the joint  instructions  of the Parties,  whereupon  all such Escrow  Agent's
obligations  hereunder  shall cease and terminate.  If no such person shall have
been  designated by such date, all of the Escrow Agent's  obligations  hereunder
shall, nevertheless, cease and terminate. The Escrow Agent's sole responsibility
thereafter shall be to hold the Founders' Stock and the Warrants and deliver the
same to a person jointly designated by the Parties or, if the Parties shall have
failed to designate a successor  escrow agent,  the Escrow Agent may deposit the
Founders'  Stock and/or the Warrants into a court of competent  jurisdiction  as
provided in Paragraph 3 of this Escrow Agreement.

     8. Notices. Any notice,  request,  demand and other communication hereunder
shall be in writing and shall be deemed to have been duly given if  delivered by
facsimile  or e-mail  (if  receipt is  confirmed  by the  recipient)  or sent by
messenger or overnight courier service which provides evidence of delivery or by
certified or registered mail,  return receipt  requested,  postage prepaid,  and
shall be deemed  given when  delivered,  if to NSCA or the Escrow  Agent,  at 20
Marlin Lane, Port Washington,  New York,  11050,  fax (516) 706-8440,  Attention
Steven Cohen, if to any of the Founders or  Stockholders,  at the address or fax
number on the signature page of this Escrow  Agreement.  If any Party refuses to
accept delivery (other than notice given by telecopier or e-mail),  notice shall
be deemed to have been given on the date of attempted  delivery.  Any Party may,
by like notice, change the person,  address or telecopier number to which notice
should be sent.

     9. Governing Law. This Escrow  Agreement shall in all respects be construed
and  interpreted  in  accordance  with,  and the rights of the parties  shall be
governed by, the laws of the State of New York applicable to contracts  executed
and to be performed wholly within such State.  Each party hereby (a) consents to
the exclusive  jurisdiction of the United States district court for the Southern
District  of New York  and the  Supreme  Court  of the  State of New York in the
County of New York in any  action  relating  to or  arising  out of this  Escrow
Agreement,  (b) agrees  that any process in any action  commenced  in such court
under this  Escrow  Agreement  may be served  upon  either (i) by  certified  or
registered mail,  return receipt  requested,  or by messenger or courier service
which  obtains  evidence of delivery,  with the same full force and effect as if
personally  served  upon him in New York  City or (ii) by any  other  method  of
service  permitted by law and (c) waives any claim that the  jurisdiction of any
such  tribunal is not a convenient  forum for any such action and any defense or
lack of in personam jurisdiction with respect thereto.

     10.  Paragraph  Headings.  Paragraph  headings  contained  in  this  Escrow
Agreement  are for  reference  purposes only and shall not affect in any way the
meaning or interpretation of this Escrow Agreement.

     11.  Binding on  Successors  and  Assigns;  No  Beneficiaries.  This Escrow
Agreement  shall inure to the benefit of and be binding upon the Parties  hereto
and their respective heirs, executors, personal representatives,  successors and
assigns;  provided, that any assignment of this Escrow Agreement or their rights
hereunder by any party hereto  without the written  consent of the other Parties
shall be void.  Nothing in this Escrow  Agreement is intended to confer upon any
other person any rights or remedies under or by reason of this Escrow Agreement.

     12.  Counterparts.  This Escrow  Agreement may be executed and delivered in
counterparts,  each of  which  shall be  deemed  an  original,  but all of which
together shall constitute one and the same instrument.

     13.  Amendment,  Waiver.  No  modification,  waiver  or  discharge  of  any
provisions  of this  Escrow  Agreement  shall  bind any  party  unless  it is in
writing,  specifically  refers to this Escrow  Agreement  and is signed by or on
behalf of the party to be bound or affected thereby.

                            [Additional Signatures on following pages]

                             Very truly yours,


                                            NORTH SHORE CAPITAL ADVISORS CORP.

                                        /s/ Steven Cohen
                                  By:_______________________________________
                                            Steven Cohen
                                            President

                                        /s/ Steven Cohen
                                    _________________________________________
                                            STEVEN COHEN, individually


Address of Founder:                         KROVIM LLC
P.O. Box 339                            By: Nesher, LLC
Lawrence, New York  11559               /s/ Dov Perlysky
Telephone No. (516) 374-5392    By:_______________________________________
Telecopier No.: (516) 374-5393              Dov Perlysky, Manager


                                          /s/ Rosalind Davidowitz
Address of Founder:                       ____________________________________
44 Wall Street, 2nd Floor                     ROSALIND DAVIDOWITZ, individually
New York, New York 10005

                                           /s/ Alison Bell
Address of Founder:                       ____________________________________
1035 Fifth Avenue, #5E                         ALISON BELL, individually
New York, New York 10028


                                           /s/ Pamela Katz
Address of Founder:                        ____________________________________
One Leeds Drive                                PAMELA KATZ, individually
Port Washington, New York  11050


                                           /s/ Pamela Turkel
Address of Founder:                        ____________________________________
440 East 23rd Street, #MB                      PAMELA TURKEL, individually
New York, New York 10010


                                          /s/ Ruth Robles
Address of Founder:                         ____________________________________
1360 Ocean Parkway, #1M                       RUTH ROBLES, individually
Brooklyn, New York  11230


                                          /s/ Hector Perez
Address of Founder:                        ____________________________________
1680 81st Street                              HECTOR PEREZ, individually
Brooklyn, New York 11214


                                            /s/ Alisa Flynn
Address of Founder:                        ____________________________________
22 Wareham Court                                ALISA FLYNN, individually
Scotch Plains, New Jersey 07076


                                            /s/ David Nachamie
Address of Founder:                        ____________________________________
425 East 58th Street, #9F                       DAVID NACHAMIE, individually
New York, New York 10022


                                           /s/ Irma Cruz
Address of Founder:                        ____________________________________
75 Debbie Street                               IRMA CRUZ, individually
Staten Island, New York 10314


                                           /s/ Gilbert Jackson
Address of Founder:                        ____________________________________
352 Randall Avenue                             GILBERT JACKSON, individually
Freeport, New York 11520


                                           /s/ Deslyn Nelson
Address of Founder:                        ____________________________________
165 Weeks Drive                                DESLYN NELSON, individually
Dix Hills, New York 11746


                                          /s/ Liza Turkel
Address of Founder:                        ____________________________________
440 East 23rd Street, #MB                     LIZA TURKEL, individually
New York, New York 10010


                                          /s/ Renee Katz
Address of Founder:                        ____________________________________
658 Warren Street                             RENEE KATZ, individually
Brooklyn, New York 11217

                                           /s/ Nancy Vanderlinden
Address of Founder:                         ___________________________________
52 Cripplebush Road                            NANCY VANDERLINDEN, individually
Old Tappan, New Jersey 07675

                                            AGREED TO AND ACCEPTED:

                                            NORTH SHORE CAPITAL ADVISORS CORP.,
                                            as Escrow Agent

                                              /s/ Steven Cohen
                                  By:      ____________________________________
                                                  Steven Cohen