EXHIBIT 10.23

                             CAN-CAL RESOURCES, LTD.

                              MAY DAVIS GROUP, INC.

                                ESCROW AGREEMENT

                                      WITH

                            FIRST UNION NATIONAL BANK


     This Agreement is made and entered into as of October __, 2001 by and among
CAN-CAL RESOURCES, LTD. (the "Company"), a Nevada corporation,  MAY DAVIS GROUP,
INC. (the "Placement Agent"), a Maryland  corporation,  and FIRST UNION NATIONAL
BANK, a national  banking  association with a principal New York corporate trust
office at First Union National Bank, Corporate Trust Group, 21 South Street, 3rd
Floor, Morristown, New Jersey 07960 (the "Escrow Agent").

     WHEREAS,  the  Company  proposes  to offer  for sale to  several  investors
through the Placement Agent up to $8,000,000 of the Common Stock of the Company.
The Common Stock is being offered  through the Placement  Agent  pursuant to the
terms of an Investment Agreement (the "Investment Agreement") being entered into
between the Company and one or more investors.

     WHEREAS,  all such investments  will be made in reliance upon  registration
under the Securities Act of 1933, as may be amended.

     WHEREAS,  the offering of Common Stock under the Investment  Agreement will
terminate at the close of business  thirty-six  (36)  calendar  months after the
date the registration  statement covering the Common Stock is declared effective
(the "Termination Date").

     WHEREAS,  with  respect to all  investment  payments  for the Common  Stock
received  from  investors,  the Company  proposes to  establish a single  escrow
account with the Escrow Agent at the office of its Corporate  Trust  Department,
Corporate Trust Group, 21 South Street, 3rd Floor, Morristown, New Jersey 07960.

     WHEREAS,  the Company and the Placement Agent desire to establish an escrow
account  ("Escrow Fund Account") in which those funds received from investors of
the Common Stock (the  "Subscribers")  will be deposited  pending receipt of the
number of shares of Common  Stock being  purchased.  The Escrow  Agent agrees to
serve as escrow  agent in  accordance  with the terms and  conditions  set forth
herein.

NOW THEREFORE, the parties hereto agree as follows:

     1. The Escrow Agent shall hold the Escrow Fund Account subject to the terms
of this  Escrow  Agreement  and shall act in  accordance  with the  instructions
contained in this Escrow Agreement.

     2. Upon the written  instructions  of the Placement  Agent and the Company,
the Escrow  Agent  shall  deliver  all or a part of the funds in the Escrow Fund
Account and any Common Stock it may receive as Escrow  Agent,  at such times and
in such manner as shall be set forth in such written instructions.


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     3. Unless  otherwise  instructed by the Placement  Agent, any cash balances
held under  this  Escrow  Agreement  shall be  invested  in the  Evergreen  Cash
Management  Treasury  Money Market Fund # 765. All income earned from the Escrow
Fund Account  shall be retained by the Escrow Agent and  disbursed for any fees,
expenses or other amounts due to the Escrow Agent.

     4. This Escrow Agreement shall terminate upon the final distribution of all
amounts in the Escrow Account and any income earned thereon,  unless  terminated
sooner by the written instructions of the Company and Placement Agent.

     5. (a) The Escrow  Agent  shall not in any way be bound or  affected by any
notice of  modification  or  cancellation  of this  Escrow  Agreement  unless in
writing  signed by the Company  and the  Placement  Agent,  nor shall the Escrow
Agent be bound by any modification  hereof unless the same shall be satisfactory
to  it.  The  Escrow   Agent   shall  be  entitled  to  rely  upon  any  notice,
certification,  demand or other writing delivered to it hereunder by the Company
and/or the Placement Agent without being required to determine the  authenticity
or the correctness of any facts stated therein, the propriety or validity of the
service thereof, or the jurisdiction of the court issuing any judgment.

        (b) The Escrow Agent may act in reliance upon any signature  believed by
it to be genuine,  and may assume that any person  purporting to give any notice
or receipt,  or make any statements in connection with the provisions hereof has
been duly authorized to do so.

        (c) The Escrow Agent may act relative  hereto in reliance upon advice of
counsel in reference to any matter connected  herewith,  and shall not be liable
for any mistake of fact or error or  judgment,  or for any acts or  omissions of
any kind, unless caused by its willful misconduct or gross negligence.

        (d) The  Escrow  Agent may  resign  and be  discharged  of its duties as
Escrow Agent hereunder by giving ten (10) days written notice to the Company and
the Placement Agent.  Such resignation shall take effect ten (10) days after the
giving of such notice,  or upon receipt by the Escrow Agent of an  instrument of
acceptance  executed by a successor escrow agent and upon delivery by the Escrow
Agent to such successor of all of the escrowed documents and funds or securities
then held by it. If no  successor  escrow agent is appointed in writing ten (10)
days after giving such notice,  the Escrow Agent shall  deliver all funds in the
Escrow Account to the Company.

        (e) The  Company and the  Placement  Agent  hereby  agree to jointly and
severally, indemnify and hold the Escrow Agent harmless from any loss, liability
or  expense,  arising out of or related to this  Escrow  Agreement,  and for all
costs and  expenses,  including  the fees and  expenses of counsel,  incurred in
connection  with this Escrow  Agreement.  The provisions of this paragraph shall
survive the termination of this Agreement.

        (f) The duties and  obligations  of the Escrow Agent shall be determined
solely by the express  provisions  of this  Agreement and the Escrow Agent shall
not be liable except for the  performance of such duties and  obligations as are
specifically set forth in this Escrow Agreement.  The Escrow Agent shall have no
liability or duty to inquire into the terms and  conditions  of any agreement to
which it is not a party.

        (g) If a controversy  arises between one or more of the parties  hereto,
or between any of the parties  hereto and any person not a party  hereto,  as to
whether or not or to whom the Agent  shall  deliver  the  Escrow  Account or any
portion  thereof or as to any other  matter  arising  out of or relating to this
Agreement or the Escrow Account deposited hereunder,  the Escrow Agent shall not
be required to determine same and need not make any delivery of the funds in the
Escrow Account or any portion thereof but may

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retain  such funds  until the rights of the  parties to the  dispute  shall have
finally  been  determined  by  agreement or by final order of court of competent
jurisdiction, provided, however, that the time of appeal of any such final order
has expired  without an appeal having been made.  The Escrow Agent shall deliver
the Escrow Account or any portion  thereof within 15 days after the Escrow Agent
has received written notice of any such agreement or final order (accompanied by
an affidavit that the time for appeal has expired  without an appeal having been
made). The Escrow Agent shall be entitled to assume that no such controversy has
arisen  unless it has  received a written  notice  that such a  controversy  has
arisen which refers  specifically  to this  Agreement and identifies by name and
address the adverse  claimants to the controversy.  If a controversy of the type
referred  to in this  paragraph  arises,  the  Escrow  Agent  may,  in its  sole
discretion  but shall not be  obligated  to,  commence  interpleader  or similar
actions or proceedings for determination of the controversy.

        (h) The Escrow  Agent shall not be required to  institute  or defend any
action  (including  interpleader) or legal process involving any matter referred
to herein which in any manner affects it or its duties or liabilities hereunder.
In the event the Escrow Agent shall institute or defend any such action or legal
process,  it shall do so only upon  receiving full indemnity in an amount and of
such  character  as it shall  require,  against any and all claims  liabilities,
judgments, attorney's fees and other expenses of every kind in relation thereto,
except in the case of its own willful misconduct or gross negligence.

        (i) In the event  that the Escrow  Agent  receives  or becomes  aware of
conflicting demands or claims with respect to any funds, securities, property or
documents deposited or delivered in connection herewith, or the parties disagree
about the interpretation of this Agreement, or about the rights and obligations,
or the propriety,  of any action contemplated by the Escrow Agent hereunder,  or
if the Escrow Agent  otherwise  has any doubts as to the proper  disposition  of
funds or the  execution of any of its duties  hereunder,  the Escrow Agent shall
have the right to  discontinue  any or all  further  acts on its part until such
conflict,  disagreement or doubt is resolved to its  satisfaction.  In addition,
the Escrow Agent may, in its sole discretion,  file an action in interpleader in
any court of competent  jurisdiction to resolve the dispute or uncertainty.  The
Placement Agent and the Company agree,  jointly and severally,  to indemnify the
Escrow  Agent  and  hold it  harmless  from and  against  all  costs,  including
reasonable  attorney's fees and expenses  incurred by it in connection with such
action.  In the event that the Escrow Agent files an action in interpleader,  it
shall thereupon be fully released and discharged from all further obligations to
perform any and all duties or  obligations  imposed  upon it by this  Agreement,
other than  safekeeping  of the assets in the Escrow  Account,  if not paid into
Court.

     6. Any notice,  direction,  request,  instruction,  legal process, or other
instrument  to be given or served  hereunder by any party to another shall be in
writing, shall be delivered personally or sent by certified mail, return receipt
requested,  to the respective party or parties at the following  addresses,  and
shall be deemed to have been given when received.

        IF TO THE COMPANY,

        CAN-CAL Resources, Ltd.
        8221 Cretan Blue Lane
        Las Vegas, NV 89128
        Attention: Ronald D. Sloan, President
        Telephone:  702-240-6565
        Facsimile:   702-243-1869

        Tax ID# 88-0336988


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        WITH A COPY TO,

        The Law Office of Stephen E. Rounds
        4635 East Eighteenth Avenue
        Denver, Colorado USA 80220
        Attention:  Stephen E. Rounds, Esq.
        Telephone:  303-377-6997
        Facsimile:  303-377-0231

        IF TO THE PLACEMENT AGENT,

        Hunter Singer
        May Davis Group, Inc.


        Tel.:
        Fax:

        Tax ID#

        WITH A COPY TO,

        Joseph B. LaRocco, Esq.
        49 Locust Avenue, Suite 107
        New Canaan, CT 06840
        Tel.:  203-966-0566
        Fax:  203-966-0363

        IF TO THE ESCROW AGENT:

        First Union National Bank
        Corporate Trust Group
        21 South Street, 3rd Floor
        Morristown, New Jersey 07960
        Tel: (973) 898-7163
        Fax: (973) 682-4531

        Any party may change its or his address by written notice to each of the
other parties.

     7. The Escrow Agent's fee for acting under this Escrow  Agreement  shall be
set forth in Schedule A attached  hereto.  The Escrow Agent's fees and expenses,
including counsel fees, shall be paid by the Company. The Escrow Agent is hereby
given a first  priority  lien on the  Escrow  Fund  to  protect,  indemnify  and
reimburse itself for all fees,  costs,  expenses and liabilities  arising out of
this Escrow Agreement and the performance of its duties hereunder.

     8. This Escrow  Agreement  shall be binding upon the parties hereto and the
Escrow  Agent,  and  their  respective  successors,  legal  representatives  and
assigns.



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CAN-CAL RESOURCES, LTD.                MAY DAVIS GROUP, INC.


By: __________________________         By: _____________________________________





                                       FIRST UNION NATIONAL BANK

                                       ESCROW AGENT



Date: ________________________         By: _____________________________________



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                            FIRST UNION NATIONAL BANK

                                   SCHEDULE A

I.       INITIAL SET-UP FEE                                   $  500

II.      ADMINISTRATION FEE                                   $1,500
         -up to 10 Subscribers/Holders,
         thereafter, $50.00 per Subscriber/Holder

III.     PER CLOSING FEE                                      $
         -for each closing after the first  closing-,
         $ 500 per closing.

The  above-mentioned  fees are basic  charges and do not  include  out-of-pocket
expenses,  which will be billed in addition to the regular  charges as required.
Out-of-pocket  expenses shall include,  but are not limited to: telephone tolls,
stationery and postage expenses.




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FIRST UNION NATIONAL BANK
CORPORATE TRUST GROUP
21 SOUTH STREET, 3RD FLOOR
MORRISTOWN, NEW JERSEY 07960
(973) 898-7163 TELEPHONE
(973) 682-4531 FACSIMILE







     Wiring Instructions                      US Mail/Overnight Courier
     -------------------------------------------------------------------
     FIRST UNION NATIONAL BANK                FIRST UNION NATIONAL BANK
     Charlotte NC                             Corporate Trust Department
     ABA# 053 000 219                         21 South Street, 3rd Floor
     Credit a/c                               Morristown, New Jersey 07960
     FFC:
     Attn:


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