Exhibit 10.2

                                ESCROW AGREEMENT

         THIS  AGREEMENT,  dated this 15th day of August,  2000,  by and between
Sundog Technologies, Inc. ("Borrower"), Braveheart, Inc., ("Lender"), and Steven
Kapustin ("Escrow Agent");

WITNESSETH:

         WHEREAS, Borrower has certain securities noted on the attached Schedule
"A" with the initial loan  advance to be made by the Lender  against said shares
within ten (10) days of  delivery  of said  securities  in  accordance  with the
Collateral  Loan  Agreement,  or  other  contract  between  the  Lender  and the
Borrower; and

         WHEREAS,  the Escrow Agent is willing to serve as escrow agent  pending
the final payment,  but only on the terms and conditions  hereinafter  stated to
which Borrower and Lender agree;

         WHEREAS,  the Borrower  acknowledges  that they have been informed that
the  Escrow  Agent  has  performed  legal  services  for  the  Lender  and it is
anticipated that such services will be performed for the Lender in the future.

         NOW,  THEREFORE,  in consideration of the premises and of the covenants
and agreements hereinafter set forth, the parties here agree as follows:

         1.   Escrow Items

              The  following  items with a fully  executed  copy of this  Escrow
              Agreement (collectively, the "Escrow Deposit"), shall be delivered
              to Escrow  Agent,  to be held by  Escrow  Agent  pursuant  to this
              Escrow Agreement:

              a.  Securities in the amount stated on Schedule "A".
              b.  "Blank" Stock Powers
              c.  Corporate Resolution authorizing the signer of the Stock Power
                  to enter into the  transaction and to sign the Stock Power for
                  the company, trust or other non-natural entity.
              d.  Opinion of Borrower's  counsel that the "lock-up" on the stock
                  shall last only for six months  beyond the end of the rule 144
                  restriction  period and that there are no other limitations or
                  restrictions against such stock.

         2.   Custody of Escrowed Item

              The escrowed item or any portion thereof, noted in paragraph 1 (a)
              hereof,  will be  physically  held at Sun Trust  Securities,  Inc.
              ("Sun Trust"), a wholly owned subsidiary of Sun Trust Bank, in the
              account  of  Braveheart  and  Protocol  Asset   Management   Trust
              ("Protocol"), the credit facility provider for Borrower; or, other
              facility  agreed to in writing  between all parties to this Escrow
              Agreement. Wherever held, the Escrow Agent shall be a co-signer on
              the account and shall allow the Escrow Property to only be used in
              a  manner  consistent  with  this  Escrow  Agreement  and the Loan
              Documents;  and,  at all  times,  to  primarily  act  in the  best
              interest of the Borrower. The Escrow Agent warrants and represents
              that he has the  authority  to  cause  the  escrowed  items  to be
              released from the above  described  account without the consent or
              approval of the Lender or other  signer on this  account,  subject
              only to satisfaction of any obligation owed to the credit facility
              provider, Protocol Asset Management Trust.


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<PAGE>


         3.   Limitation of Escrow Agent's Liability

              The Escrow Agent shall incur no liability in respect or any action
              taken or suffered by it in  reliance  upon any notice,  direction,
              instruction,   consent,  statement  or  other  paper  or  document
              believed by it to be genuine and duly  authorized  or for anything
              else, except its own willful misconduct or negligence.  The Escrow
              Agent shall not be responsible  for the validity or sufficiency of
              this Agreement. In all questions arising under this Agreement, the
              Escrow  Agent may rely on the advice of counsel,  and for anything
              done,  omitted or suffered in good faith by the Escrow Agent based
              on such advice the Escrow Agent shall not be liable to anyone.

              The  Escrow  Agent  does not make any  representations  whatsoever
              regarding  the  Escrow  Deposit.  The  Escrow  Agent  shall not be
              required to take any action hereunder involving any expense unless
              the payment of such  expense  shall be made or  provided  for in a
              manner satisfactory to it.

              Other than a default  situation  discussed in paragraph 8. hereof,
              the Escrow Agent shall release the Escrow Property to any party as
              required by the  Borrower  or the Lender  upon  receipt of written
              instructions  signed  jointly by both the Borrower and the Lender.
              In the  event  any  portion  of the  escrowed  property  is in the
              possession  of a  depository  under the  direction  of the  Escrow
              Agent,  and said written  instructions  are  received,  the Escrow
              Agent  shall  make  a  written   request  to  Sun  Trust,  or  its
              equivalent,  at their office in Blue Bell, Pennsylvania to release
              said escrowed property to him.

              The Escrow Agent may at his sole  discretion  rely on said written
              instructions  and proceed to release the Escrow  Property  without
              incurring  any  liability  whatsoever  to the  Borrower  or to the
              Lender.  The Escrow Agent shall incur no liability  whatsoever  in
              the event that Sun Trust,  or its  equivalent,  refuses to release
              any portion of the Escrowed  Property to him and shall be under no
              burden to further  pursue same after  making the written  request.
              This Escrow Agreement shall  immediately  terminate and the Escrow
              Agent  shall be released as Escrow  Agent,  upon the Escrow  Agent
              requesting  the  release of the Escrow  Property  pursuant  to the
              written instructions from the Borrower and the Lender.

         4.   Disputes

              Notwithstanding anything in this Escrow Agreement to the contrary,
              in case of a dispute between Lender and Borrower sufficient in the
              sole  discretion  of Escrow Agent to justify its doing so,  Escrow
              Agent shall be  entitled to tender into the  registry of any court
              of competent  jurisdiction the Escrow Deposit,  together with such
              pleadings as the Escrow Agent may deem appropriate,  and thereupon
              be discharged from all further duties and  liabilities  under this
              Escrow  Agreement  (other than with respect to any liabilities for
              willful  misconduct or breach of trust of Escrow Agent).  Any such
              legal  action may be brought in such court as Escrow  Agent  shall
              determine to have jurisdiction  thereof. In the event Escrow Agent
              institutes  legal  action  pursuant to the  authorization  of this
              Paragraph  4,  Escrow  Agent  shall be  entitled to be paid by the
              Borrower for all  professional  time expended in instituting  such
              lawsuit at its standard  hourly rates and to be reimbursed for all
              of its costs and expenses in so doing.


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<PAGE>


         5.   Indemnity

              Lender  and  Borrower,  jointly  and  severally,  hereby  agree to
              indemnify  Escrow Agent  against,  and hold Escrow Agent  harmless
              from  any and  all  claims,  actions,  demands,  losses,  damages,
              expenses  (including  attorneys' fees) and liabilities that may be
              incurred by Escrow Agent in connection with the performance of its
              duties hereunder, including, without limitation, any litigation or
              arbitration  arising from this Escrow  Agreement or involving  the
              subject  matter  hereof,  and in the event Lender and Borrower are
              opposing  parties in such  litigation  or  arbitration,  the party
              prevailing in such  litigation or arbitration  shall be reimbursed
              by such other party  promptly  upon  demand in an amount  equal to
              that  amount  which the  prevailing  party  shall have paid Escrow
              Agent  with  respect to such  litigation  or  arbitration  and the
              subject matter thereof pursuant to the  indemnification  agreement
              contained in this paragraph.

         6.   Notices

              Whenever  any  notice  or  other   communication  is  required  or
              permitted hereunder,  such notice shall be in writing and shall be
              delivered to the party  receiving it by hand or by  registered  or
              certified  mail,  return  receipt  requested,   after  notice  via
              facsimile including courier information,  i.e., airbill number. If
              notice  is by mail,  such  notice  shall be  deemed  to have  been
              delivered  when  deposited  with  postage  prepaid  thereon in the
              United  States mail,  addressed  to the party  receiving it at the
              address set forth  below,  or at such other  address as such party
              shall  designate  in  writing  to the  other  parties  hereto.  If
              delivered  other  than  by  mail,  such  notice  shall  be  deemed
              delivered when received.

              Any  notice sent to Escrow Agent should be sent to:

                           Steven Kapustin, Esquire
                           Flamm Boroff & Bacine, P.C.
                           Union Meeting Corporate Center
                           925 Harvest Drive, Suite 220
                           Blue Bell, Pennsylvania 19422

              Any notices sent to Lender should be sent to:

                           921B Bethlehem Pike
                           Suite 210
                           Spring House, PA 19477
                           Attention: W Roger Bums

                  with a copy to Escrow Agent.

              Any notices sent to Borrower should be sent to:

                           10542 South Jordan Gateway, Suite 200
                           South Jordan, Utah  80495
                           Attention:  Stephen Russo

                  with a copy to Escrow Agent.

         7.   Binding Effect

              This  Agreement  shall  be  binding  upon and  shall  inure to the
              benefit  of  the  parties  hereto  and  their  respective   heirs,
              successors and assigns.


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<PAGE>





         8.   Default by Lender

              Should the Lender default in making the required  payments for the
              securities,  that is, within ten (10) business days of delivery of
              the  Escrowed  Property  for 50% of the Loan  Amount  and a second
              advance  within an additional ten (10) business days for the other
              50% of the Loan  Amount,  the Borrower  shall,  after the default,
              send a notice  thereof via certified  U.S.  mail,  return  receipt
              requested,  to the Lender at its  address of record in this Escrow
              Agreement,  with  copy  thereof  sent in  identical  manner to the
              Escrow  Agent.  The Lender may cure the default  within  three (3)
              working  days after the receipt of said  notice.  A notice of cure
              shall be  delivered  to the Escrow  Agent and to the  Borrower via
              commercial  overnight  service to their  respective  addresses  of
              record.  After three (3) working days from the date said notice of
              default is received by the Escrow  Agent and  provided  the Lender
              has not cured the default  within the preceding  three (3) working
              days,  the  Borrower  shall  deliver to the Escrow Agent a written
              demand of  delivery  of the  Escrow  Property  accompanied  by the
              Borrower's sworn affidavit from its President stating the date the
              Lender  received the notice of default and that the Lender has not
              cured the default within the allowed period.

              If no notice of cure has been  received by the Escrow  Agent prior
              to the  expiration  of three working days after its receipt of the
              copy of the notice of default from the Borrower,  the Escrow Agent
              is  entitled  to rely  exclusively  on the  Borrower's  demand and
              affidavit and shall without  notice to the Lender and within three
              (3) working days from receipt of the notice and affidavit from the
              Borrower,  either deliver the Escrow  Property to the Borrower via
              certified U.S.  mail,  return  receipt  requested,  or request the
              return of any Escrowed Property in the possession of Sun Trust, or
              its equivalent (in accordance with Paragraph 2. hereof),  and upon
              receipt of same, delivered to the Borrower.

              A notice of cure received by the Escrow Agent after the expiration
              of the  aforementioned  three day working period shall be null and
              void ab  initio.  The  Escrow  Agent is hereby  released  from all
              liability  to the  Lender and the  Borrower  for  delivery  of the
              Escrow  Property  to the  Borrower  provided it has  received  the
              Borrower's  written  demand of  delivery  of the  Escrow  Property
              accompanied by the Borrower's  sworn  affidavit from its President
              stating the date the  Borrower  received the notice of default and
              that  the   Lender   has  not  cured  the   default   within   the
              aforementioned  three working day period and that Escrow Agent has
              made  any  necessary   written  requests  to  Sun  Trust,  or  its
              equivalent, in accordance with Paragraph 2. hereof.

              Further, the Lender agrees that, if it defaults in its obligations
              to the  credit  facility  provider,  that  it  waives  any and all
              further  rights  to hold  or  benefits  from  the  holding  of the
              Escrowed Property and directs the Escrow Agent, without protest or
              delay,  to allow the Borrower to use the Escrowed  Property in any
              manner necessary to satisfy such obligation to the Lender's credit
              facility  provider such that the Escrowed Property can be released
              to the  Borrower.  The Lender also agrees to  immediately,  within
              three (3) business days of any default under its contract with the
              credit facility provider; and further, authorizes the Escrow Agent
              to notify the Borrower if notified of the Lender's  default to the
              credit facility provider, or by any other means.

         9.   Default By Borrower

              Should  the  Borrower  default  in  fulfilling  the  terms  of the
              Collateral  Loan Agreement,  the Lender shall,  after the default,
              send a notice  thereof via certified  U.S.  mail,  return  receipt
              requested, to the Borrower at its address of record in this Escrow
              Agreement,  with  copy  thereof  sent in  identical  manner to the
              Escrow  Agent.  The Borrower may cure the default  within ten (10)
              working  days after the receipt of said  notice.  A notice of cure
              shall be  delivered  to the  Escrow  Agent and to the  Lender  via
              commercial  overnight  service to their  respective  addresses  of
              record.


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<PAGE>


              After ten  working  days from the date said  notice of  default is
              received by the Escrow  Agent and  provided  the  Borrower has not
              cured the  default  within the  preceding  ten working  days,  the
              Lender  shall  deliver  to the  Escrow  Agent a written  demand of
              delivery of the Escrow Property  accompanied by the Lender's sworn
              affidavit  from  its  President  stating  the  date  the  Borrower
              received the notice of default and that the Borrower has not cured
              the default within the allowed period.

              If no notice of cure has been  received by the Escrow  Agent prior
              to the  expiration  of ten  working  days after its receipt of the
              copy of the notice of default from the Lender, the Escrow Agent is
              entitled to rely  exclusively on the Lender's demand and affidavit
              and shall  without  notice to the Borrower and within five working
              days from  receipt of the notice and  affidavit  from the  Lender,
              either  deliver the Escrow  Property  to the Lender via  certified
              U.S, mail, return receipt requested,  or request the return of any
              Escrowed   Property  in  the  possession  of  Sun  Trust,  or  its
              equivalent,  [in  accordance  with  Paragraph  2 hereof]  and upon
              receipt of same,  deliver to the Lender. A notice of cure received
              by the Escrow Agent after the expiration of the aforementioned ten
              day working  period  shall be null and void ab initio.  The Escrow
              Agent is hereby  released from all liability to the Lender and the
              Borrower  for  delivery  of the  Escrow  Property  to  the  Lender
              provided it has received the Lender's  written  demand of delivery
              of the Escrow Property accompanied by the Lender's sworn affidavit
              from its President stating the date the Lender received the notice
              of default and that the Borrower has not cured the default  within
              the aforementioned  seven working day period and that Escrow Agent
              has made any  necessary  written  requests  to Sun  Trust,  or its
              equivalent, in accordance with Paragraph 2. hereof.

         10.  Governing Law, Modification

              This Escrow  Agreement shall be governed by, and construed  under,
              the laws of the state of Pennsylvania, with jurisdiction and venue
              vest it its courts,  and may be modified only in writing agreed to
              and executed by Borrower, Lender and Escrow Agent.

         11.  Resignation, Substitution

              Upon ten (10) days written  notice to the Borrower and the Lender,
              the Escrow Agent may resign.  Upon ten (10) days written notice to
              the Escrow Agent from the Borrower  and the Lender,  jointly,  the
              Borrower  and the Lender may appoint a  substitute  for the Escrow
              Agent.

IN WITNESS WHEREOF, the parties have executed this Agreement on the day and year
first above written.

                                        Sundog Technologies, Inc. (Borrower)

                                        /s/ Stephen Russo
                                        -------------------------
                                            Stephen Russo
                                            Chief Financial Officer

                                        Attest:
                                        /s/ Braveheart, Inc.
                                        --------------------------
                                            Braveheart, Inc. (Lender)


                                        By: /s/ Roger F. Burns
                                            --------------------------
                                                Roger F. Burns, Jr.
                                                Attorney in Fact

                                        Attest:
                                            --------------------------


                                        By: /s/ Steven Kapustin
                                            --------------------------
                                                Steven Kapustin
                                                Escrow Agent