EXHIBIT 10.36
                                  -------------

                                ESCROW AGREEMENT
                                ----------------

         THIS ESCROW AGREEMENT (this "AGREEMENT") is made and entered into as of
June  14,  2001,  by  CELERITY  SYSTEMS,   INC.,  a  Delaware  corporation  (the
"COMPANY");   CORNELL  CAPITAL  PARTNERS,   L.P.,  a  limited  partnership  (the
"INVESTOR");  and MEIR LEVIN,  ESQ.,  ATTORNEY AT LAW, as Escrow Agent hereunder
("ESCROW AGENT").


                                 I. BACKGROUND

         WHEREAS,  the Company and the Investor have entered into an Equity Line
of Credit  Agreement  (the "EQUITY LINE OF CREDIT  AGREEMENT"),  dated as of the
date hereof, pursuant to which the Company proposes to sell the Company's Common
Stock,  $0.001 par value per share (the  "COMMON  STOCK"),  at a price per share
equal to the  Purchase  Price,  as that term is defined  in the  Equity  Line of
Credit Agreement,  for an aggregate price of up to $10,000,000.  The Equity Line
of Credit  Agreement  provides  that on each  Advance  Date the  Investor  shall
deposit  the  Advance  pursuant to the  Advance  Notice in a  segregated  escrow
account to be held by Escrow Agent and the Company shall  deposit  shares of the
Company's Common Stock, which shall be purchased by the Investor as set forth in
the Equity Line of Credit Agreement, with Escrow Agent, in order to effectuate a
disbursement  to  the  Company  of  the  Advance  by  the  Escrow  Agent  and  a
disbursement  to the  Investor of the shares of the  Company's  Common  Stock by
Escrow  Agent at a closing to be held as set forth in the Equity  Line of Credit
Agreement (the "CLOSING").

         WHEREAS,  Escrow  Agent has agreed to accept,  hold,  and  disburse the
funds deposited with it in accordance with the terms of this Agreement.

         WHEREAS,  Escrow  Agent has agreed to accept,  hold,  and  disburse the
shares of the  Company's  Common  Stock  which  have been  deposited  with it in
accordance with the terms of this Agreement.

         WHEREAS, in order to establish the escrow of funds and shares to effect
the provisions of the Equity Line of Credit  Agreement,  the parties hereto have
entered into this Agreement.

         NOW THEREFORE,  in consideration of the foregoing,  it is hereby agreed
as follows:

         1.  DEFINITIONS.  The following terms shall have the following meanings
when used herein:


             a.  "ESCROW  FUNDS"  shall mean the Advance  funds  deposited  with
Escrow Agent pursuant to this Agreement.


<PAGE>


             b.  "JOINT  WRITTEN  DIRECTION"  shall  mean  a  written  direction
executed by the Investor and the Company  directing Escrow Agent to disburse all
or a portion of the Escrow  Funds or to take or refrain  from  taking any action
pursuant to this Agreement.

             c.  "COMMON  STOCK JOINT  WRITTEN  DIRECTION"  shall mean a written
direction  executed by the  Investor and the Company  directing  Escrow Agent to
disburse  all or a portion of the  shares of the  Company's  Common  Stock or to
refrain from taking any action pursuant to this Agreement.

         2.  APPOINTMENT OF AND ACCEPTANCE BY ESCROW.

             a. The  Investor  and the Company  hereby  appoint  Escrow Agent to
serve as Escrow Agent  hereunder.  Escrow Agent hereby accepts such  appointment
and,  upon  receipt by wire  transfer  of the Escrow  Funds in  accordance  with
Section  3 below,  agrees to hold,  invest  and  disburse  the  Escrow  Funds in
accordance with this Agreement.

             b. The  Investor  and the Company  hereby  appoint  Escrow Agent to
serve as the holder of the shares of the  Company's  Common Stock which shall be
purchased by the Investor.  Escrow Agent hereby  accepts such  appointment  and,
upon  receipt  via  D.W.A.C  of the  shares  of the  Company's  Common  Stock in
accordance  with Section 3 below,  agrees to hold and disburse the shares of the
Company's Common Stock in accordance with this Agreement.

         3.  CREATION OF ESCROW ACCOUNT/COMMON STOCK ACCOUNT.

             a. On or prior to the date of this  Agreement  Escrow  Agent  shall
establish  an escrow  account  for the deposit of the Escrow  Funds  entitled as
follows:  Celerity Systems Inc./Cornell Capital Partners L.P. The Investor shall
wire funds to the account of the Escrow Agent as follows:

Bank:                                     Chase Manhattan
Routing #:                                021000021
Account #:                                217502106765
Name on Account:                          Meir Levin, Esquire, Escrow Client
                                          Funds Management
Name on Sub-Account:                      Celerity Systems, Inc.
Reference Sub-Account #:                  217618277065
Attn:                                     John Taormina (212) 552 3898

Note:                                     Only wire transfers shall be accepted.

             b. On or prior to the date of this  Agreement  Escrow  Agent  shall
establish an account for the D.W.A.C.  of the shares of Common Stock entitled as
follows:  Celerity  Systems,  Inc.  The  Company  will  D.W.A.C.  shares  of the
Company's Common Stock to the account of Escrow Agent as follows:



                                       2
<PAGE>


Brokerage Firm:                              ______________________________
Clearing Firm:                               ______________________________
Account #:                                   ______________________________
DTC #:                                       ______________________________
Name on Account:                             ______________________________

         4. DEPOSITS INTO THE ESCROW ACCOUNT.  The Investor agrees that it shall
promptly  deliver all monies for the payment of the Common Stock to Escrow Agent
for deposit in the Escrow Account.

         5. DISBURSEMENTS FROM THE ESCROW ACCOUNT.  At such time as Escrow Agent
has collected and  deposited  instruments  of payment in the total amount of the
Advance and Escrow  Agent has  received  such Common  Stock via D.W.A.C from the
Company  which are to be issued to the  Investor  pursuant to the Equity Line of
Credit Agreement, Escrow Agent shall notify the Company and the Investor. Escrow
Agent will  continue to hold such funds until the Investor  and Company  execute
and deliver a Joint  Written  Direction  directing  Escrow Agent to disburse the
Escrow Funds pursuant to such Joint Written Direction at which time Escrow Agent
shall wire the Escrow Funds to the Company.  In  disbursing  such funds,  Escrow
Agent is authorized to rely upon such Joint Written  Direction  from the Company
and the Investor  and may accept any  signatory  from the Company  listed on the
signature page to this Agreement and any signature from the Investor that Escrow
Agent  already has on file.  Simultaneous  with  delivery of the executed  Joint
Written  Direction to Escrow  Agent,  the Investor and Company shall execute and
deliver a Common Stock Joint Written  Direction to Escrow Agent directing Escrow
Agent to release via D.W.A.C to the Investor the shares of the Company's  Common
Stock.  In releasing  such shares of Common Stock Escrow Agent is  authorized to
rely upon such Common  Stock Joint  Written  Direction  from the Company and the
Investor and may accept any signatory  from the Company  listed on the signature
page to this Agreement and any signature from the Investor that Escrow Agent has
on file.

         In the event  Escrow  Agent does not  receive the amount of the Advance
from the Investor,  Escrow Agent shall notify the Company and the  Investor.  In
the event  Escrow  Agent  does not  receive  the  shares  of Common  Stock to be
purchased  by the  Investor  Escrow  Agent  shall  notify  the  Company  and the
Investor.

         In the event that Escrow  Agent has not  received the Common Stock from
the Company,  in no event will the Escrow Funds be released to the Company until
such shares are received by Escrow Agent.  For purposes of this  Agreement,  the
term "COMMON  STOCK  CERTIFICATES"  shall mean Common Stock  certificates  to be
purchased  pursuant to the respective Advance Notice pursuant to the Equity Line
of Credit Agreement.

         6. COLLECTION  PROCEDURE.  Escrow Agent is hereby authorized to forward
each wire for  collection  and,  upon  collection  of the proceeds of each wire,
deposit the collected proceeds in the Escrow Account.  Any wires returned unpaid
to Escrow Agent shall be returned to the Investor.  In such cases,  Escrow Agent


                                       3
<PAGE>


will promptly notify the Company of such return.

         7.  SUSPENSION OF PERFORMANCE: DISBURSEMENT INTO COURT.

             a.  ESCROW  AGENT.  If at any time there  shall  exist any  dispute
between the Company and the Investor with respect to holding or  disposition  of
any  portion  of the  Escrow  Funds or any other  obligations  of  Escrow  Agent
hereunder,  or if at any time  Escrow  Agent is unable to  determine,  to Escrow
Agent's sole  satisfaction,  the proper disposition of any portion of the Escrow
Funds  or  Escrow  Agent's  proper  actions  with  respect  to  its  obligations
hereunder,  or if the parties have not within thirty (30) days of the furnishing
by  Escrow  Agent of a notice  of  resignation  pursuant  to  Section  9 hereof,
appointed a successor  Escrow Agent to act hereunder,  then Escrow Agent may, in
its sole discretion, take either or both of the following actions:

                 i.  suspend  the   performance   of  any  of  its   obligations
(including,   without  limitation,  any  disbursement  obligations)  under  this
Agreement  until  such  dispute or  uncertainty  shall be  resolved  to the sole
satisfaction  of  Escrow  Agent  or  until a  successor  Escrow  Agent  shall be
appointed (as the case may be); provided,  however,  Escrow Agent shall continue
to invest the Escrow Funds in accordance with Section 8 hereof; and/or

                 ii. petition (by means of an  interpleader  action or any other
appropriate method) any court of competent  jurisdiction in any venue convenient
to Escrow Agent, for  instructions  with respect to such dispute or uncertainty,
and to the  extent  required  by law,  pay into  such  court,  for  holding  and
disposition in accordance with the instructions of such court, all funds held by
it in the Escrow Funds,  after deduction and payment to Escrow Agent of all fees
and expenses  (including  court costs and attorneys'  fees) payable to, incurred
by, or expected to be incurred by Escrow Agent in connection with performance of
its duties and the exercise of its rights hereunder.

                 iii.  Escrow Agent shall have no liability to the Company,  the
Investor,  or any person with respect to any such  suspension of  performance or
disbursement  into  court,  specifically  including  any  liability  or  claimed
liability that may arise, or be alleged to have arisen, out of or as a result of
any delay in the  disbursement of funds held in the Escrow Funds or any delay in
with respect to any other action required or requested of Escrow Agent.

             b.  COMMON  STOCK.  If at any time there  shall  exist any  dispute
between the Company and the Investor with respect to holding or  disposition  of
any  portion of the shares of Common  Stock or any other  obligations  of Escrow
Agent  hereunder,  or if at any time  Escrow  Agent is unable to  determine,  to
Escrow Agent's sole  satisfaction,  the proper disposition of any portion of the
shares of Common  Stock or Escrow  Agent's  proper  actions  with respect to its
obligations  hereunder,  then  Escrow  Agent may, in its sole  discretion,  take
either or both of the following actions:


                                       4
<PAGE>


                 i.  suspend  the   performance   of  any  of  its   obligations
(including,   without  limitation,  any  disbursement  obligations)  under  this
Agreement  until  such  dispute or  uncertainty  shall be  resolved  to the sole
satisfaction  of Escrow Agent or until a successor  shall be  appointed  (as the
case may be); and/or

                 ii. petition (by means of an  interpleader  action or any other
appropriate method) any court of competent  jurisdiction in any venue convenient
to Escrow Agent, for  instructions  with respect to such dispute or uncertainty,
and to the  extent  required  by law,  pay into  such  court,  for  holding  and
disposition in accordance with the instructions of such court, all shares of the
Company's  Common Stock funds held by it, after  deduction and payment to Escrow
Agent of all fees and  expenses  (including  court  costs and  attorneys'  fees)
payable  to,  incurred  by,  or  expected  to be  incurred  by  Escrow  Agent in
connection  with  performance  of its  duties  and the  exercise  of its  rights
hereunder.

                 iii.  Escrow Agent shall have no liability to the Company,  the
Investor,  or any person with respect to any such  suspension of  performance or
disbursement  into  court,  specifically  including  any  liability  or  claimed
liability that may arise, or be alleged to have arisen, out of or as a result of
any delay in the release of shares of the Company's Common Stock or any delay in
with respect to any other action required or requested of the Escrow Agent.

         8.  INVESTMENT OF ESCROW  FUNDS.  Escrow Agent shall deposit the Escrow
Funds in a non-interest bearing money market account.

         If Escrow Agent has not received a Joint Written  Direction at any time
that an investment  decision must be made,  Escrow Agent shall invest the Escrow
Fund, or such portion thereof,  as to which no Joint Written  Direction has been
received,  in investments  described above. The foregoing  investments  shall be
made by Escrow Agent. Notwithstanding anything to the contrary contained herein,
Escrow Agent may,  without  notice to the parties,  sell or liquidate any of the
foregoing  investments at any time if the proceeds  thereof are required for any
release of funds permitted or required hereunder,  and Escrow Agent shall not be
liable or responsible for any loss, cost or penalty resulting from any such sale
or  liquidation.  With respect to any funds received by Escrow Agent for deposit
into the Escrow Funds after ten  o'clock,  a.m.,  New Jersey time,  Escrow Agent
shall  not be  required  to  invest  such  funds or to  effect  such  investment
instruction  until  the next day upon  which  banks in New  Jersey  are open for
business.

         9.  RESIGNATION  AND REMOVAL OF ESCROW  AGENT.  Escrow Agent may resign
from the  performance of its duties  hereunder at any time by giving thirty (30)
days' prior  written  notice to the  parties or may be removed,  with or without
cause, by the parties,  acting jointly,  by furnishing a Joint Written Direction
to Escrow  Agent,  at any time by the  giving of ten (10)  days'  prior  written
notice  to  Escrow  Agent as  provided  herein  below.  Upon any such  notice of
resignation  or removal,  the  representatives  of the  Investor and the Company
identified in Sections  13.a.iv.  and 13.b.iv.,  below,  jointly shall appoint a
successor  Escrow  Agent  hereunder,  which shall be a  commercial  bank,  trust
company or other financial  institution  with a combined  capital and surplus in
excess of  $10,000,000.00.  Upon the acceptance in writing of any appointment of


                                       5
<PAGE>


Escrow Agent hereunder by a successor Escrow Agent,  such successor Escrow Agent
shall  thereupon  succeed  to and become  vested  with all the  rights,  powers,
privileges  and duties of the retiring  Escrow  Agent,  and the retiring  Escrow
Agent shall be discharged from its duties and obligations  under this Agreement,
but shall not be discharged from any liability for actions taken as Escrow Agent
hereunder  prior  to  such   succession.   After  any  retiring  Escrow  Agent's
resignation  or removal,  the  provisions of this  Agreement  shall inure to its
benefit as to any actions taken or omitted to be taken by it while it was Escrow
Agent under this Agreement. The retiring Escrow Agent shall transmit all records
pertaining  to the Escrow Funds and shall pay all funds held by it in the Escrow
Funds to the successor Escrow Agent,  after making copies of such records as the
retiring  Escrow Agent deems  advisable  and after  deduction and payment to the
retiring  Escrow  Agent of all fees and  expenses  (including  court  costs  and
attorneys'  fees)  payable  to,  incurred  by, or expected to be incurred by the
retiring  Escrow Agent in connection  with the performance of its duties and the
exercise of its rights hereunder.

         10. LIABILITY OF ESCROW AGENT.

             a.  Notwithstanding  any liability  attributable to Escrow Agent as
counsel to the Investor, Escrow Agent shall have no liability or obligation with
respect to the Escrow  Funds  and/or the shares of the  Company's  Common  Stock
except for Escrow Agent's willful misconduct or gross negligence. Escrow Agent's
sole responsibilities shall be for the safekeeping, investment, and disbursement
of the Escrow Funds in accordance with the terms of this Agreement,  and for the
safekeeping  and release of the shares of the  Company's  Common  Stock,  Escrow
Agent shall have no implied duties or obligations  and shall not be charged with
knowledge  or  notice or any fact or  circumstance  not  specifically  set forth
herein.  Escrow  Agent  may  rely  upon any  instrument,  not only as to its due
execution, validity and effectiveness,  but also as to the truth and accuracy of
any  information  contained  therein,  which  Escrow  Agent  shall in good faith
believe to be genuine, to have been signed or presented by the person or parties
purporting to sign the same and conform to the provisions of this Agreement.  In
no event shall Escrow Agent be liable for  incidental,  indirect,  special,  and
consequential or punitive  damages.  Escrow Agent shall not be obligated to take
any legal action or commence any proceeding in connection with the Escrow Funds,
and for the safekeeping and release of the shares of the Company's Common Stock,
any account in which Escrow Funds,  and for the  safekeeping  and release of the
shares of the  Company's  Common Stock,  are  deposited,  this  Agreement or the
Equity Line of Credit  Agreement,  or to appear in, prosecute or defend any such
legal action or proceeding.  Escrow Agent may consult legal counsel  selected by
it in any event of any  dispute or  question  as to  construction  of any of the
provisions hereof or of any other agreement or its duties hereunder, or relating
to any dispute  involving  any party  hereto,  and shall incur no liability  and
shall be fully indemnified from any liability whatsoever in acting in accordance
with the opinion or instructions  of such counsel.  The Company and the Investor
jointly and severally  shall promptly pay, upon demand,  the reasonable fees and
expenses of any such counsel.

             b.  Escrow Agent is hereby  authorized,  in its sole discretion, to
comply with orders  issued or process  entered by any court with  respect to the
Escrow Funds, and for the safekeeping and release of the shares of the Company's


                                       6
<PAGE>


Common Stock, without determination by Escrow Agent of such court's jurisdiction
in the matter.  If any portion of the Escrow Funds,  and for the safekeeping and
release of the shares of the Company's  Common Stock,  is at any time  attached,
garnished  or  levied  upon  under  any  court  order,  or in case the  payment,
assignment,  transfer,  conveyance  or  delivery of any such  property  shall be
stayed or  enjoined  by any court  order,  or in any case any order  judgment or
decree shall be made or entered by any court affecting such property or any part
thereof,  then and in any such event,  Escrow Agent is  authorized,  in its sole
discretion, to rely upon and comply with any such order, writ judgment or decree
which it is advised by legal counsel  selected by it,  binding upon it,  without
the need for appeal or other action;  and if Escrow Agent complies with any such
order,  writ,  judgment or decree,  it shall not be liable to any of the parties
hereto or to any other person or entity by reason of such compliance even though
such order,  writ  judgment or decree may be  subsequently  reversed,  modified,
annulled, set aside or vacated.

         11. INDEMNIFICATION  OF  ESCROW AGENT.  From and at all times after the
date of this Agreement, the parties jointly and severally, shall, to the fullest
extent  permitted by law and to the extent provided  herein,  indemnify and hold
harmless Escrow Agent and each director, officer, employee,  attorney, agent and
affiliate of Escrow Agent (collectively,  the "INDEMNIFIED PARTIES") against any
and all actions,  claims (whether or not valid), losses,  damages,  liabilities,
costs  and  expenses  of any  kind  or  nature  whatsoever  (including,  without
limitation,  reasonable  attorney's  fees,  costs and  expenses)  incurred by or
asserted against any of the Indemnified  Parties from and after the date hereof,
whether direct, indirect or consequential,  as a result of or arising from or in
any way relating to any claim,  demand,  suit, action, or proceeding  (including
any inquiry or investigation) by any person, including,  without limitation, the
parties to this Agreement,  whether  threatened or initiated,  asserting a claim
for any legal or  equitable  remedy  against  any  Indemnified  Party  under any
statute or  regulation,  including,  but not  limited  to, any  federal or state
securities  laws,  or under any  common  law or  equitable  cause or  otherwise,
arising from or in  connection  with the  negotiation,  preparation,  execution,
performance  or failure of  performance  of this  Agreement  or any  transaction
contemplated herein, whether or not any such Indemnified Party is a party to any
such  action  or  proceeding,  suit  or  the  target  of  any  such  inquiry  or
investigation; provided, however, that no Indemnified Party shall have the right
to be  indemnified  hereunder  for  liability  finally  determined by a court of
competent jurisdiction,  subject to no further appeal, to have resulted from the
gross negligence or willful  misconduct of such  Indemnified  Party. If any such
action or claim shall be brought or asserted against any Indemnified Party, such
Indemnified  Party shall promptly notify the Company and the Investor  hereunder
in writing,  and the Company  shall assume the defense  thereof,  including  the
employment of counsel and the payment of all expenses.  Such  Indemnified  Party
shall, in its sole  discretion,  have the right to employ separate  counsel (who
may be selected by such  Indemnified  Party in its sole  discretion) in any such
action and to participate  and to participate  in the defense  thereof,  and the
fees and  expenses  of such  counsel  shall be paid by such  Indemnified  Party,
except that the Investor  and/or the Company  shall be required to pay such fees
and  expense  if (a) the  Investor  or the  Company  agree to pay such  fees and
expenses,  or (b) the  Investor  and/or  the  Company  shall  fail to assume the
defense of such action or proceeding  or shall fail,  in the sole  discretion of
such  Indemnified  Party,  to  employ  counsel  reasonably  satisfactory  to the


                                       7
<PAGE>


Indemnified  Party in any such action or  proceeding,  (c) the  Investor and the
Company is the  plaintiff in any such action or  proceeding  or (d) the named or
potential  parties to any such action or proceeding  (including any  potentially
impleaded parties) include both the Indemnified Party and the Company and/or the
Investor  Indemnified Party shall have been advised by counsel that there may be
one or  more  legal  defenses  available  to it  which  are  different  from  or
additional to those  available to the Company or the Investor.  The Investor and
the Company  shall be jointly and  severally  liable to pay fees and expenses of
counsel  pursuant to the preceding  sentence,  except that any obligation to pay
under  clause (a) shall apply only to the party so  agreeing.  All such fees and
expenses  payable by the Company  and/or the Investor  pursuant to the foregoing
sentence  shall be paid from time to time as  incurred,  both in  advance of and
after the final  disposition  of such action or claim.  The  obligations  of the
parties under this section shall survive any termination of this Agreement,  and
resignation or removal of Escrow Agent shall be independent of any obligation of
Escrow Agent.

         12. EXPENSES  OF ESCROW  AGENT.  Except as set  forth in Section 11 the
Company shall  reimburse  Escrow Agent for all of its  reasonable  out-of-pocket
expenses,  including  attorneys' fees, travel expenses,  telephone and facsimile
transmission  costs,  postage  (including  express mail and  overnight  delivery
charges),   copying  charges  and  the  like.  All  of  the   compensation   and
reimbursement  obligations  set forth in this  section  shall be  payable by the
Company,  upon demand by Escrow Agent. The obligations of the Company under this
section shall survive any  termination of this Agreement and the  resignation or
removal of Escrow Agent.

         13. WARRANTIES.

             a.  The Investor makes the following representations and warranties
to Escrow Agent:

                 i. Investor has full power and authority to execute and deliver
this Escrow Agreement and to perform its obligations hereunder.

                 ii. This  Agreement  has been duly  approved  by all  necessary
corporate action of the Investor,  including any necessary shareholder approval,
and has been executed by duly authorized  officers of the Investor,  enforceable
in accordance with its terms.

                 iii. The execution,  delivery,  and performance by the Investor
of this Agreement will not violate,  conflict with, or cause a default under the
certificate of  incorporation  or bylaws of the Investor,  any applicable law or
regulation,  any  court  order or  administrative  ruling or degree to which the
Investor  is a  party  or any of its  property  is  subject,  or any  agreement,
contract, indenture, or other binding arrangement.

                 iv.  Mark A.  Angelo  has  been  duly  appointed  to act as the
representative  of the Investor  hereunder  and has full power and  authority to
execute,  deliver, and perform this Agreement,  to execute and deliver any Joint
Written Direction,  to amend,  modify, or waive any provision of this Agreement,


                                       8
<PAGE>


and to take any and all other  actions as the  Investor's  representative  under
this Agreement, all without further consent or direction form, or notice to, the
Investor or any other party.

                 v. No party other than the parties  hereto have, or shall have,
any lien, claim or security interest in the Escrow Funds or any part thereof. No
financing  statement  under  the  Uniform  Commercial  Code  is on  file  in any
jurisdiction claiming a security interest in or describing (whether specifically
or generally) the Escrow Funds or any part thereof.

                 vi. All of the  representations  and warranties of the Investor
contained  herein are true and  complete  as of the date hereof and will be true
and  complete  at the time of any  disbursement  from the Escrow  Funds.

             b.  The Company makes the following  representations and warranties
to Escrow Agent:

                 i.  The  Company  is  a  corporation  duly  organized,  validly
existing, and in good standing under the laws of the State of Delaware , and has
full power and  authority to execute and deliver this  Agreement  and to perform
its obligations hereunder.

                 ii. This  Agreement  has been duly  approved  by all  necessary
corporate action of the Company,  including any necessary  shareholder approval,
and has been executed by duly authorized officers of the Company, enforceable in
accordance with its terms.

                 iii. The execution, delivery, and performance by the Company of
this  Agreement is in  accordance  with the Equity Line of Credit  Agreement and
will not violate,  conflict  with, or cause a default under the  certificate  of
incorporation  or bylaws of the Company,  any applicable law or regulation,  any
court order or  administrative  ruling or decree to which the Company is a party
or any of its property is subject,  or any agreement,  contract,  indenture,  or
other binding arrangement.

                 iv. Kenneth D. Van Meter  has been duly appointed to act as the
representative  of the Company  hereunder  and has full power and  authority  to
execute,  deliver, and perform this Escrow Agreement, to execute and deliver any
Joint  Written  Direction,  to  amend,  modify or waive  any  provision  of this
Agreement and to take all other actions as the  Company's  representative  under
this Agreement, all without further consent or direction from, or notice to, the
Company or any other party.

                 v. No party other than the parties hereto shall have, any lien,
claim or security interest in the Escrow Funds or any part thereof. No financing
statement  under  the  Uniform  Commercial  Code is on file in any  jurisdiction
claiming  a  security  interest  in  or  describing  (whether   specifically  or
generally) the Escrow Funds or any part thereof.


                                       9
<PAGE>


                 vi. All of the  representations  and  warranties of the Company
contained  herein are true and  complete  as of the date hereof and will be true
and complete at the time of any disbursement from the Escrow Funds.

         14. CONSENT  TO  JURISDICTION  AND  VENUE.  In the event that any party
hereto commences a lawsuit or other proceeding  relating to or arising from this
Agreement,  the parties  hereto agree that the United States  District Court for
the District of New Jersey shall have the sole and exclusive  jurisdiction  over
any  such   proceeding.   If  all  such  courts  lack  federal   subject  matter
jurisdiction,  the parties agree that the Superior Court Division of New Jersey,
Chancery  Division of Essex County shall have sole and  exclusive  jurisdiction.
Any of these  courts  shall be proper  venue for any such  lawsuit  or  judicial
proceeding and the parties hereto waive any objection to such venue. The parties
hereto consent to and agree to submit to the  jurisdiction  of any of the courts
specified  herein  and agree to accept the  service of process to vest  personal
jurisdiction over them in any of these courts.

         15. NOTICE. All notices and other communications  hereunder shall be in
writing and shall be deemed to have been validly served, given or delivered five
(5) days after deposit in the United States mails, by certified mail with return
receipt requested and postage prepaid,  when delivered  personally,  one (1) day
delivered  to  any  overnight   courier,   or  when   transmitted  by  facsimile
transmission and addressed to the party to be notified as follows:

If to Investment Adviser, to:    Cornell Capital Partners, L.P.
                                 c/o Yorkville Advisors, LLC
                                 521 Fifth Avenue - 17th Floor
                                 New York, NY 10175
                                 Attention: Mark A. Angelo
                                 Facsimile: (212) 775-8166

With a Copy to:                  Meir Levin Esq.
                                 521 Fifth Avenue, 17th Floor
                                 New York, New York  10175
                                 Facsimile: (718) 380-5731

If to Company, to:               Celerity Systems, Inc.
                                 122 Perimeter Park Drive
                                 Knoxville, Tennessee  37922
                                 Attention: Ken Van Meter, President and CEO
                                 Facsimile: (865) 539-3502


                                       10
<PAGE>


With copy to:                    Kirkpatrick & Lockhart
                                 201 South Biscayne Blvd.
                                 Suite 2000
                                 Miami, Florida  33131
                                 Attention: Clayton Parker, Esq.
                                 Facsimile: (305) 358-7095

If to the Escrow Agent, to:      Meir Levin Esq.
                                 521 Fifth Avenue, 17th Floor
                                 New York, New York  10175
                                 Facsimile: (718) 380-5731


Or to such other address as each party may designate for itself by like notice.

         16. AMENDMENTS  OR WAIVER.  This  Agreement  may  be  changed,  waived,
discharged  or terminated  only by a writing  signed by the parties  hereto.  No
delay or omission by any party in exercising any right with respect hereto shall
operate as waiver.  A waiver on any one occasion shall not be construed as a bar
to, or waiver of, any right or remedy on any future occasion.

         17. SEVERABILITY.  To the extent any  provision  of  this  Agreement is
prohibited  by  or  invalid  under  applicable  law,  such  provision  shall  be
ineffective  to  the  extent  of  such  prohibition,   or  invalidity,   without
invalidating the remainder of such provision or the remaining provisions of this
Agreement.

         18. GOVERNING LAW. This Agreement shall be construed and interpreted in
accordance  with the  internal  laws of the State of New Jersey  without  giving
effect to the conflict of laws principles thereof.

         19. ENTIRE AGREEMENT.  This Agreement  constitutes the entire Agreement
between the parties relating to the holding, investment, and disbursement of the
Escrow  Funds and sets forth in their  entirety  the  obligations  and duties of
Escrow Agent with respect to the Escrow Funds.

         20. BINDING EFFECT. All of the terms of this Agreement, as amended from
time to time,  shall be binding upon, inure to the benefit of and be enforceable
by the respective  heirs,  successors  and assigns of the Investor,  the Company
and/or Escrow Agent.

         21. EXECUTION OF  COUNTERPARTS.  This  Agreement and  any Joint Written
Direction  may be  executed  in  counter  parts,  which when so  executed  shall
constitute one and same agreement or direction.

         22. TERMINATION.  Upon the first to  occur of the  disbursement  of all
amounts  in  the  Escrow  Funds  pursuant  to  Joint  Written  Direction  or the
disbursement of all amounts in the Escrow Funds into court pursuant to Section 7
hereof,  this Agreement  shall  terminate and Escrow Agent shall have no further
obligation or liability  whatsoever with respect to this Agreement or the Escrow
Funds.





                                       11
<PAGE>


         IN WITNESS  WHEREOF the parties have hereunto set their hands and seals
the day and year above set forth.

                             CELERITY SYSTEMS, INC.

                             By:______________________________
                             Name:____________________________
                             Title: Chief Executive Officer


                             CORNELL CAPITAL PARTNERS, L.P.

                             By: Yorkville Advisors, LLC
                             Its: General Partner


                                  By:_______________________________
                                  Name:  Mark A. Angelo
                                  Title: Fund Manger


                             _______________________________________
                             Meir Levin, Esq.














                                       12