EXHIBIT 4.6

                                ESCROW AGREEMENT

      This ESCROW AGREEMENT (this "AGREEMENT") made as of April 29, 2005, by and
among Knockout Holdings,  Inc., an Delaware  corporation (the "COMPANY"),  DCOFI
Master LDC (the  "PURCHASER"),  whose addresses and other information  appear on
the  Information  Sheet (as  defined  herein)  attached to this  Agreement,  and
Continental  Stock Transfer & Trust Company,  17 Battery Place,  8th Floor,  New
York, NY 10004 (the "ESCROW AGENT").

                                   WITNESSETH:

      WHEREAS,  the Company and the  Purchaser  have  entered  into a Securities
Purchase  Agreement (the "SECURITIES  PURCHASE  AGREEMENT") dated as of the date
hereof,  pursuant to which the Purchaser purchased from the Company a $3,000,000
principal  amount 11% Senior  Secured Note Due April 29, 2008 (the "NOTE") and a
Common Stock Purchase Warrant to purchase 700,000 shares of the Company's common
stock in a private placement. The Securities Purchase Agreement provides that on
the Closing Date, as that term is defined in the Securities  Purchase Agreement,
the Purchaser shall deliver to the Escrow Agent an aggregate of $417,083.33 (the
"ESCROWED  AMOUNT"),  which represents the first fifteen months' interest on the
Note.

      WHEREAS,  the  Company and the  Purchaser  desire to  establish  an escrow
account (the "ESCROW ACCOUNT"), into which the Escrowed Amount will be deposited
and will be held by the Escrow Agent to be released at such time as is necessary
to pay the first fifteen months' interest payments on the Notes.

      WHEREAS,  the Escrow  Agent has agreed to establish a special bank account
at J.P. Morgan Chase Bank (the "BANK") into which the Escrowed Amount, which are
received  by the Escrow  Agent from the  Purchaser  and  credited  to the Escrow
Account, are to be deposited.

      NOW,  THEREFORE,  in  consideration  of the premises and mutual  covenants
herein contained, the parties hereto hereby agree as follows:

      1.    Information  Sheet.  Each capitalized term not otherwise  defined in
this Agreement shall have the meaning set forth for such term on the information
sheet which is attached to this  Agreement as Exhibit A and is  incorporated  by
reference herein and made a part hereof (the "INFORMATION SHEET").

      2.    Establishment of the Bank Account.  The Escrow Agent shall establish
a bank account at the branch of Bank selected by the Escrow  Agent,  and bearing
the designation set forth on the Information  Sheet  (heretofore  defined as the
"BANK  ACCOUNT").  The purpose of the Bank Account is for (a) the deposit of the
$3,000,000  investment  amount that is delivered by the  Purchaser to the Escrow
Agent, (b) to disburse the funds pursuant to the disbursement letter dated April
29, 2005,  and (c) to hold the  Escrowed  Funds,  which shall be disbursed  when
necessary to pay the first fifteen  months'  interest on the Notes in accordance
with instructions from the Purchaser. The Escrow Agent shall invest the Escrowed
Funds in a money market checking  account at J.P. Morgan Chase unless  otherwise
instructed in writing by the Company.


<PAGE>

      3.    Deposit to the Bank Account.

            3.1   On the date hereof,  the Purchaser shall promptly  deliver the
Escrowed  Amount to the Escrow  Agent for deposit  into the Bank Account by wire
transfer.  Upon the Escrow Agent's  receipt of the Escrowed  Amount,  the monies
shall be credited to the Escrow Account.

            3.2   Promptly after  receiving the Escrowed  Amount as described in
Section 3.1, the Escrow Agent shall deposit the same into the Bank Account.  The
Escrow Agent shall cause the Bank to process the Escrowed  Amount for collection
through the banking system.

      4.    Disbursement from the Bank Account.

            4.1   On such dates that the Company is required to pay  interest on
the Note, the Escrow Agent shall disburse such portion of the Escrowed Amount to
the Purchaser,  in accordance with  instructions from the Purchaser as set forth
below:

            Date of Disbursement              Amount of Disbursement
            --------------------              ----------------------
            June 30, 2005                     $   54,083.33

            September 30, 2005                $   84,333.33

            December 31, 2005                 $   84,333.33

            March 20, 2006                    $   82,500.00

            June 30, 2006                     $   83,416.67

            July 31, 2006                     $   28,416.67

The Escrow Agent will not disburse any amounts  other than those set forth above
to the Purchaser or otherwise  without written  instructions  signed by both the
Company and the Purchaser.

            4.2   Upon disbursement of the Escrowed Amount pursuant to the terms
of this Article 4, the Escrow Agent shall be relieved of 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 Escrowed Amount.

      5.    Rights,   Duties  and   Responsibilities  of  Escrow  Agent.  It  is
understood and agreed that the duties of the Escrow Agent are purely ministerial
in nature, and that:

            5.1   The Escrow Agent shall notify the Purchaser,  when  requested,
of the  balance of the  Escrowed  Amount  which has been  deposited  in the Bank
Account.


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<PAGE>

            5.2   The Escrow Agent shall not be  responsible  for or be required
to enforce any of the terms or conditions of the Securities  Purchase Agreement,
the Note or any other agreement  between the Purchaser and the Company nor shall
the Escrow Agent be  responsible  for the  performance  by the  Purchaser or the
Company of their respective obligations under this Agreement.

            5.3   If the Escrow  Agent is  uncertain  as to its duties or rights
hereunder or shall receive  instructions with respect to the Bank Account or the
Escrowed  Amount 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 Escrowed Amount or a portion thereof,  in the Bank
Account  pending the  resolution of such  uncertainty to the Escrow Agent's sole
satisfaction,  by final judgment of a court or courts of competent  jurisdiction
or otherwise.

            5.4   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.

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

            5.6   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  pursuant to this  Agreement  without the  necessity of the
Escrow Agent verifying the 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.

      6.    Amendment;  Resignation  or Removal of Escrow Agent.  This Agreement
may be altered or amended  only with the  written  consent of the  Company,  the
Purchaser  and the Escrow  Agent.  The Escrow Agent may resign and be discharged
from  its  duties  hereunder  at any  time  by  giving  written  notice  of such
resignation  to the  Company  and the  Purchaser  specifying  a date  when  such
resignation  shall take effect and upon  delivery of the Escrowed  Amount to the
successor  escrow agent  designated by the Company and the Purchaser in writing.
Such  successor  Escrow Agent shall become the Escrow Agent  hereunder  upon the
resignation date specified in such notice. If the Company and the Purchaser fail
to designate a successor Escrow Agent within thirty (30) days after such notice,
then the resigning Escrow Agent shall promptly refund the amount in the Escrowed
Amount to the Company,  without interest thereon or deduction.  The Escrow Agent
shall continue to serve until its successor  accepts the escrow and receives the
Escrowed  Amount.  The  Company  shall  have the right at any time to remove the
Escrow Agent and  substitute a new escrow agent by giving notice  thereof to the
Escrow  Agent then  acting.  Upon its  resignation  and delivery of the Escrowed
Amount as set forth in this Section 6, the Escrow Agent shall be  discharged  of


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<PAGE>

and from any and all further  obligations  arising in connection with the escrow
contemplated  by this  Agreement.  Without  limiting the provisions of Section 8
hereof,  the  resigning  Escrow Agent shall be entitled to be  reimbursed by the
Company and the  Purchaser  for any  expenses  incurred in  connection  with its
resignation,  transfer of the  Escrowed  Amount to a successor  escrow  agent or
distribution of the Escrowed Amount pursuant to this Section 6.

      7.    Representations and Warranties. The Company and the Purchaser hereby
severally and not jointly represent and warrant to the Escrow Agent that:

            7.1   No party other than the parties  hereto  have,  or shall have,
any lien, claim or security interest in the Escrowed Amount or any part thereof.

            7.2   All of the information  contained in the Information Sheet is,
as of the  date  hereof,  and will be,  at the time of any  disbursement  of the
Escrowed Amount, true and correct.

            7.3   Reasonable  controls  have been  established  and required due
diligence performed to comply with "Know Your Customer" regulations, USA Patriot
Act,  Office of Foreign Asset Control  (OFAC)  regulations  and the Bank Secrecy
Act.

      8.    Fees and Expenses.  The Escrow Agent shall be entitled to the Escrow
Agent  Fees set  forth on the  Information  Sheet,  payable  as and when  stated
therein.  In addition,  the Company agrees to reimburse the Escrow Agent for any
reasonable expenses incurred in connection with this Agreement,  including,  but
not limited to, reasonable counsel fees.

      9.    Indemnification and Contribution.

            9.1   The Company and the Purchaser (collectively referred to as the
"INDEMNITORS") jointly and severally agree to indemnify the Escrow Agent and its
officers,  directors,  employees, agents and shareholders (collectively referred
to as the  "INDEMNITEES")  against,  and hold them harmless of and from, any and
all loss,  liability,  cost, damage and expense,  including without  limitation,
reasonable  counsel fees, which the Indemnitees may suffer or incur by reason of
any action,  claim or proceeding brought against the Indemnitees  arising out of
or  relating  in any way to this  Agreement  or any  transaction  to which  this
Agreement relates,  unless such action, claim or proceeding is the result of the
willful misconduct or gross negligence of the Indemnitees.

            9.2   If  the  indemnification   provided  for  in  Section  9.1  is
applicable, but for any reason is held to be unavailable,  the Indemnitors shall
contribute  such amounts as are just and  equitable to pay, or to reimburse  the
Indemnitees  for,  the  aggregate  of any and all  losses,  liabilities,  costs,
damages  and  expenses,   including  counsel  fees,  actually  incurred  by  the
Indemnitees  as a  result  of or in  connection  with,  and 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 Indemnitors.


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<PAGE>

            9.3   The provisions of this Article 9 shall survive any termination
of this Agreement,  whether by disbursement of the Escrowed Amount,  resignation
of the Escrow Agent or otherwise.

      10.   Termination  of Agreement.  This  Agreement  shall  terminate on the
final  disbursement  of the Escrowed Amount pursuant to Section 4, provided that
the rights of the Escrow Agent and the  obligations  of the other parties hereto
under  Section 9 shall survive the  termination  hereof and the  resignation  or
removal of the Escrow Agent.

      11.   Governing Law and  Assignment.  This Agreement shall be construed in
accordance  with and  governed  by the laws of the  State of New  York,  without
regard to the conflicts of laws principles thereof,  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 Escrowed  Amounts or the Escrowed  Amount 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.

      12.   Notices.  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 the Express Mail
service  offered by the United States Postal Service,  and addressed,  if to the
Company  or the  Purchaser,  at  their  respective  addresses  set  forth on the
Information  Sheet,  and if to the Escrow Agent, at its address set forth above,
to the attention of the Trust Department.

      13.   Severability.  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 or 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.

      14.   Execution in Several Counterparts. This Agreement may be executed in
several counterparts or by separate  instruments and by facsimile  transmission,
and all of such  counterparts  and instruments  shall  constitute one agreement,
binding on all of the parties hereto.

      15.   Entire  Agreement.  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.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK.]


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<PAGE>

      IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the
day and year first above written.


                                              CONTINENTAL STOCK TRANSFER
                                              & TRUST COMPANY


                                              By:   /s/ Frank DiPaolo
                                                --------------------------------
                                                Name:  Frank DiPaolo
                                                Title: Chief Financial Officer


                                              KNOCKOUT HOLDINGS, INC.


                                              By:  /s/ Oscar Turner
                                                --------------------------------
                                                Name:  Oscar Turner
                                                Title: Chief Financial Officer


                                              DCOFI MASTER LDC


                                              By:   /s/ Richard Smithline
                                                --------------------------------
                                                Name:  Richard Smithline
                                                Title: Director


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<PAGE>

                                    EXHIBIT A

                       ESCROW AGREEMENT INFORMATION SHEET

1.    The Company
      Name:    Knockout Holdings, Inc.
      Address: 100 W. Whitehall Ave, Northlake, IL 60164

2.    The Purchaser
      Name:    DCOFI Master LDC
      Address: c/o DC Asset Management LLC, 830 Third Avenue, 14th Floor,
               New York, NY 10022

3.    Plan  of   Distribution   of  the  Securities   Termination   Date  (Final
      Disbursement): November 1, 2006

4.    Title of Escrow Account
      "KNOH - Escrow Account"

7.    Escrow Agent Fees and Charges

      $4,800 per annum or any portion thereof without  proration the first year,
      thereafter $400 per month.  In addition,  the Escrow Agent shall be paid a
      fee of $500.00 per closing.

      Distribution charges:
      $10.00 per check
      $25.00 per wire
      $25.00 per check returned check
      $50.00 lost check replacement fee

8.    Wire Instructions

      J.P. Morgan Chase NY ABA 021000021
      A/C Continental Stock Transfer Escrow Acct # 1
      A/C No: 530-922428
      Ref: Knockout Holdings Inc/DCOFI


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