EXHIBIT 10.56





                                ESCROW AGREEMENT

                  THIS AGREEMENT is made as of Februry 28, 2002,

B E T W E E N:

                    E*COMNETRIX  INC.,  a company  continued  under  the  Canada
                    Business  Corporations  Act, having an office at 2000 Powell
                    St., Ste. 1205, Emeryville, California, USA 94608

                    ("E*Comnetrix") - and -

                    MARK SMITH, businessperson, of 220 South Rock Rd., #9, Reno,
                    Nevada 94608

                    ("Smith") - and -

                    J. ERIK MUSTAD, businessperson,  of 154 Bret Harte Road, San
                    Rafael, California 94901

                    ( the "Escrow Agent")

RECITALS:

A.   E*Comnetrix  and  Smith  (collectively,  the  "Transaction  Parties")  have
     entered into an agreement pursuant to which E*Comnetrix will issue to Smith
     1,000,000  units (the "Units") at the price of US$0.05 per Unit,  each Unit
     consisting of one common share in the capital of E*Comnetrix (the "Shares")
     and one non-transferable share purchase warrant entitling Smith to purchase
     one  additional  common share in the capital of E*Comnetrix at the price of
     US$0.05 per share until March 1, 2007 (the "Warrants");

B.   The Shares and Warrants will be deposited  with the Escrow Agent to be held
     in escrow by the Escrow Agent on the terms and conditions contained in this
     Agreement;

          NOW THEREFORE in  consideration of the sum of $1.00 and for other good
and  valuable  consideration  (the receipt and  sufficiency  of which are hereby
acknowledged), the parties hereto agree as follows:


                                   ARTICLE 1.
                                 INTERPRETATION

1.1.         Definitions

             In this Agreement:

     1.1.1.   "this  Agreement",   "hereto",   "herein",   "hereof",   "hereby",
     "hereunder" and any similar  expressions  refer to this Agreement as it may
     be amended or  supplemented  from time to time,  and not to any  particular
     Article, section or other portion hereof;

     1.1.2.  "Business Day" means any day,  other than  Saturday,  Sunday or any
     statutory holiday in British Columbia; and


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     1.1.3.  "Person" means any individual,  partnership,  limited  partnership,
     joint venture, syndicate, sole proprietorship,  company or corporation with
     or without  share  capital,  unincorporated  association,  trust,  trustee,
     executor, administrator or other legal personal representative,  regulatory
     body or agency,  government  or  governmental  agency,  authority or entity
     however designated or constituted.

1.2.         Headings

             The inclusion of headings in this Agreement is for convenience of
     reference  only and shall not affect  the  construction  or  interpretation
     hereof.

1.3.         References to Articles and Sections

             Whenever in this Agreement a particular Article, section or other
portion thereof is referred to then, unless otherwise indicated,  such reference
pertains to the particular Article, section or portion thereof contained herein.

1.4.         Gender and Number

             In this Agreement,  unless the context otherwise requires,  words
          importing  the  singular  include  the plural and vice versa and words
          importing gender include all genders.

1.5.         Invalidity of Provisions

             Each of the  provisions  contained in this  Agreement is distinct
          and severable and a declaration of invalidity or  unenforceability  of
          any  such   provision   or  part  thereof  by  a  court  of  competent
          jurisdiction  shall not affect the validity or  enforceability  of any
          other provision hereof.

1.6.         Amendment, Waiver

             No amendment or waiver of this Agreement  shall be binding unless
          executed in writing by the party to be bound thereby. No waiver of any
          provision  of this  Agreement  shall  constitute a waiver of any other
          provision  nor shall any  waiver of any  provision  of this  Agreement
          constitute a continuing waiver unless otherwise expressly provided.

1.7.         Governing Law, Attornment

             This  Agreement  shall be governed by and construed in accordance
          with  the  law of the  State  of  Nevada  applicable  therein  and the
          Transaction  Parties hereby  irrevocably attorn to the jurisdiction of
          the state of Nevada.

1.8.         Term of Agreement

             This  Agreement  (other than section 3.3, which shall survive the
          termination  of the escrow)  shall be of no further force or effect as
          of and from the date on which the Escrow  Agent no longer holds any of
          the Shares or  Warrants,  unless  otherwise  terminated,  extended  or
          modified by all of the parties hereto.

1.9          Counterparts




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             This Agreement may be executed in as many  counterparts as may be
necessary or by facsimile  and each such  facsimile or  counterpart  so executed
will be deemed to be an original and such counterparts  together will constitute
one and the same  instrument and  notwithstanding  the date of execution will be
deemed to bear the date as set out on the first page of this Agreement.

                                   ARTICLE 2.
                                     ESCROW

2.1.         Transaction Documents

             Upon  execution,  the Shares and Warrants shall be held in escrow
          by the Escrow Agent until released in accordance with Section 2.2, 2.3
          or 2.4 (the "Escrow Period").

2.2.         Release of Shares and Warrants to Smith

             The Shares and Warrants are to be released from the escrow hereby
          created  and  delivered  by the  Escrow  Agent  to Smith  within  five
          Business  Days of the  receipt by the Escrow  Agent of written  notice
          from the Chief Executive Officer or President of E*Comnetrix that, and
          E*Comnetrix  agrees to notify the Escrow  Agent  within five  Business
          Days from the date that, any one of the following have occurred:

               (a)  the average of the closing bid and ask prices for the common
                    shares of E*Comnetrix on the Over-the-Counter Bulletin Board
                    or any other  major stock  exchange in the United  States of
                    America for any period of 30  consecutive  calendar  days is
                    equal to or greater than US$0.50; or

               (b)  subsequent  to the date the Shares and  Warrants  are issued
                    (the "Issue Date"),  E*Comnetrix has two consecutive  fiscal
                    quarters  of  positive  earnings  before  interest,   taxes,
                    depreciation and amortization charges ("EBITDA"); or

               (c)  E*Comnetrix  enters  into  or  the  board  of  directors  of
                    E*Comnetrix (the "Board") approves any contract or agreement
                    that could reasonably be expected, in principle or intent or
                    outcome, to result in a change of control of E*Comnetrix; or

               (d)  E*Comnetrix  enters into or the Board  approves any contract
                    or agreement that could reasonably be expected, in principle
                    or intent or outcome, to result in a merger or consolidation
                    of E*Comnetrix with one or more corporations; or

               (e)  E*Comnetrix  enters into or the Board  approves any contract
                    or agreement that could reasonably be expected, in principle
                    or intent or outcome,  to result in a sale or disposition of
                    a  majority  of  the  assets  of  E*Comnetrix  or any of its
                    subsidiaries; or

               (f)  Smith is removed as President of  E*Comnetrix  by the Board;
                    or

               (g)  the  Board,  by the  approval  of a  majority  of the  Board
                    including the affirmative  vote of Erik Mustad if he is then
                    a member of the Board but not  including  the vote of Smith,
                    approves  the  release of the Shares and  Warrants  from the
                    escrow hereby created.



<PAGE>


2.3.         Return of Purchase Price to Smith

             In the event  that  E*Comnetrix  retains  counsel to or files for
          bankruptcy protection or other protection from creditors,  E*Comnetrix
          will pay to Smith  US$50,000 plus any amounts  received by E*Comnetrix
          from  Smith  in  respect  of his  exercise  of  any  of  the  Warrants
          (collectively,  the  "Monies")  and within five  business  days of the
          receipt by the Escrow  Agent of written  notice from the  President of
          E*Comnetrix  confirming  that the Monies have been paid to Smith,  the
          Shares and Warrants will be released  from the escrow  hereby  created
          and delivered by the Escrow Agent to E*Comnetrix to be returned to the
          treasury of E*Comnetrix and cancelled.

2.4          Release of Shares and Warrants to E*Comnetrix

             If the Shares and Warrants  have not been  released and delivered
          to Smith  pursuant to section 2.2 and the Monies have not been paid to
          Smith  pursuant to section  2.3 by 5:00 p.m.  on August 1, 2003,  then
          E*Comnetrix  will pay to Smith  the  Monies by  September  1, 2003 and
          within  five  business  days of the  receipt  by the  Escrow  Agent of
          written notice from the President of E*Comnetrix  confirming  that the
          Monies  have been paid to  Smith,  the  Shares  and  Warrants  will be
          released  from the escrow  hereby  created and delivered by the Escrow
          Agent to E*Comnetrix to be returned to the treasury of E*Comnetrix and
          cancelled.  In the event that  E*Comnetrix  does not pay the Monies to
          Smith by September 1, 2003,  within five  Business Days of the receipt
          by the Escrow Agent of written notice from Smith  confirming  that the
          Monies have not been paid to Smith,  the Shares and  Warrants  will be
          released  from the escrow  hereby  created and delivered by the Escrow
          Agent to Smith.

                                   ARTICLE 3.
                           PROTECTION OF ESCROW AGENT

3.1.         Instructions to Escrow Agent

             E*Comnetrix  and  Smith  shall,  as  and  when  necessary,   give
          instructions  to the  Escrow  Agent,  and the  Escrow  Agent  shall be
          entitled to rely on such instructions and shall not be responsible for
          any action taken in reliance on such instructions.  Except as provided
          in sections  2.2,  2.3, and 2.4 the Escrow Agent shall not be required
          to take any action with respect to the Shares and  Warrants  except on
          the joint written instructions of E*Comnetrix and Smith.

3.2.         Indemnity

             The Transaction Parties shall jointly and severally indemnify the
          Escrow  Agent and every  attorney  appointed  by it in  respect of all
          liabilities  and expenses  incurred by it  (including  legal fees on a
          solicitor  and their own client  basis) in good faith in the execution
          or purported  execution of any rights and  obligations  in  accordance
          with this Agreement.

3.3.         No Liability for Losses

             The Escrow  Agent  shall not be liable for any losses  arising in
          connection  with the  exercise  or  purported  exercise  of any of its
          rights,  powers,  obligations and discretions in good faith under this
          Agreement and in particular (but without  limitation) the Escrow Agent
          shall not be liable for anything other than the delivery of the Shares
          and Warrants in accordance with this Agreement.




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3.4.         Reliance

             In acting  hereunder the Escrow Agent shall be fully protected in
          relying  upon  and  shall  be  entitled  to rely  upon an  opinion  of
          independent  legal counsel  satisfactory to the Escrow Agent as to the
          fulfilment  of its duties and  obligations  hereunder and shall not be
          responsible for any act or omission with respect to its administration
          of this Agreement except for its own wilful act or default.

3.5.         Depository Only

             It is expressly  understood  that the Escrow Agent acts hereunder
          as a depository  only and is not  responsible  or liable in any manner
          whatsoever for the sufficiency,  correctness,  genuineness or validity
          of any  instrument  deposited  with it or for the form of execution of
          such instrument or for the identity, authority or rights of any Person
          executing or  depositing  the same or for the terms and  conditions of
          any instrument pursuant to which the parties may act.

3.6.         No Other Responsibilities

             The Escrow  Agent  shall not have any duties or  responsibilities
          except  those  set  forth in this  Agreement  and  shall not incur any
          liability  in acting  upon any  signature,  notice,  request,  waiver,
          consent,  receipt or other  paper or  document  believed by the Escrow
          Agent to be genuine  and the Escrow  Agent may assume  that any Person
          purporting  to give any  notice on  behalf of any party in  accordance
          with the provisions hereof has been duly authorized to do so.

3.7.         Not Bound by Modifications

             The  Escrow  Agent  shall  not  be  bound  by  any  modification,
          cancellation  or  rescission of this  Agreement  unless in writing and
          signed by the Transaction  Parties. In no event shall any modification
          of this  Agreement  affect the rights or duties of the Escrow Agent or
          be binding  upon the Escrow Agent unless it shall have given its prior
          written consent thereto.

3.8.         Uncertainty

             In the event that the Escrow  Agent shall be  uncertain as to its
          duties or rights  hereunder or shall receive  instructions,  claims or
          demands from any of the  Transaction  Parties or from any other Person
          with  respect to the Shares and  Warrants  or the  provisions  of this
          Agreement which, in its opinion, are in conflict with any provision of
          this Agreement, it shall be entitled to refrain from taking any action
          until it shall be directed otherwise in writing by all the Transaction
          Parties  hereto or by final order or judgment of a court of  competent
          jurisdiction  in  respect  of which no  further  right of appeal  lies
          and/or in respect of which the time for appeal therefrom has expired.

                                   ARTICLE 4.
                                     GENERAL

4.1.         Notices

             Any notice, document,  request or other communication required or
          permitted to be given  hereunder  will be in writing and will be given
          by delivery to the relevant  address  indicated  below or by facsimile
          transmission  or  electronic  message  system to such address and such
          notice  shall,  if  sent  on any  day  by  facsimile  transmission  or
          electronic  message  system  after the  normal  business  hours of the
          recipient, be deemed to have been given on the next Business Day:



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             E*Comnetrix Inc.
             2000 Powell St., Ste. 1205
             Emeryville, California
             USA 94608

             Attention:                Board of Director
             Telecopier Number:        510-985-0900

             Mark Smith
             220 South Rock Rd., #9
             Reno, Nevada, 89502
             Telecopier number:        510-985-1725

             Escrow Agent
             J. Erik Mustad
             154 Bret Harte Road
             San Rafael, California, 94901
             Telecopier number:        415-361-0802

4.2.         Miscellaneous Fees and Expenses

             E*Comnetrix  will  pay or  procure  the  payment  when due of all
          present and future  fees,  costs,  charges and  expenses of the Escrow
          Agent acting in that capacity pursuant to this Agreement.

4.3.         Successors and Assigns

             This Agreement shall be binding and shall enure to the benefit of
          the  Transaction  Parties  and the Escrow  Agent and their  respective
          successors and assigns.

             IN  WITNESS   WHEREOF  the  parties  hereto  have  executed  this
          Agreement.

             E*COMNETRIX INC.

By: /s/ J. Erik Mustad
    -----------------------------------
    J. Erik Mustad
    Director, Chief Executive Officer

By: /s/ Stuart Rogers
    -----------------------------------
    Stuart Rogers
    Director

    /s/ Mark Smith
    -----------------------------------
    Mark Smith