ESCROW AGREEMENT


     ESCROW  AGREEMENT (this "Escrow Agreement"), dated as of April 28, 2003, by
and  among  Dutchess  Private  Equities Fund, LP, a Fund (the "Investor"), Brown
Rudnick Berlack Israels LLP (the "Escrow Agent") and Cal Bay International, Inc.
(the  "Company").

                                    RECITALS

     A.     Simultaneously  with  the  execution  of  this Escrow Agreement, the
Company  and Investor have entered into a Equity Line of Credit Agreement, dated
as  of  the  date  hereof  (the "Agreement"), pursuant to which the Investor has
agreed  to  purchase  securities  (the  "Securities")  of  the  Company.

     B.     The  Escrow  Agent is willing to act as escrow agent pursuant to the
terms  of  this  Agreement  with  respect to the Purchase Price (as such term is
defined  in  the  Agreement)  to  be paid in connection with the purchase of the
Securities.

     C.     Upon  the  closing of the transactions contemplated by the Agreement
(the  "Closing(s)"),  the  Escrow  Agent  shall  cause  the  distribution of the
Purchase  Price  (as  adjusted)  in accordance with the terms of this Agreement.

     D.     All  capitalized  terms  used  but not defined herein shall have the
meanings  ascribed  thereto  in  the  Agreement.

                          NOW, THEREFORE, IT IS AGREED:

     1.  DEPOSIT  OF  FUNDS.  (a)  The  Investor  shall  deposit with the Escrow
         ------------------
Agent  (i) copies of each of the Agreement, the Registration Rights Agreement of
even  date  and this Escrow Agreement, or counterparts thereof, each executed by
the Investor, and (ii) the Purchase Price, for each purchase of Securities.  The
Company  shall  deliver to the Escrow Agent copies of each of the Agreement, the
Registration  Rights  Agreement  of  even  date  and  this  Escrow Agreement, or
counterparts  thereof,  each  executed  by  the  Company.


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     (i)     The  Purchase Price shall be delivered by the Company to the Escrow
Agent  by  (A)  check  payable  to  the  order  of the Escrow Agent, or (B) wire
transfer  to  the  following  account:

     BANK:              EASTERN  BANK
     ABA:               011301798
     CITY:              LYNN
     STATE:             MASSACHUSETTS
     ACCOUNT  #:        600242556
     ACCOUNT  NAME:     BROWN  RUDNICK  BERLACK  ISRAELS  LLP,  CLIENT
                        TRUST  FUND

     BRBI ATTORNEY NAME: Attn: JOHN G. NOSSIFF, JR. Re: [Dutchess Private Equity
                         -------------------------------------------------------
Fund,  LP]
---------

     (ii)     All  of the other items listed above in paragraph (a) of Section 1
to  be  delivered  by  the  Company or the Investor to the Escrow Agent shall be
delivered  to  the  Escrow  Agent at its address for notice indicated in Section
6(a).

     (b) The Company and the Investor understand that the funds delivered to the
Escrow  Agent pursuant to Section 1(a) shall be held in escrow in a non-interest
bearing  client  trust  fund  account  until  each  Closing.

     2.  TERMS  OF  ESCROW.
         -----------------

     (a)     The  Escrow Agent shall hold the Purchase Price in escrow until the
receipt  by  the  Escrow Agent of a notice, executed by each of the Investor and
the  Company,  stating that the Closing has occurred, or otherwise directing the
disposition  of  the  Purchase  Price.

     (b)     If the Escrow Agent, prior to delivering or causing to be delivered
the  Purchase  Price  in  accordance  herewith,  receives  notice  of objection,
dispute,  or  other  assertion  in accordance with any of the provisions of this
Agreement, the Escrow Agent shall continue to hold the Purchase Price until such
time as the Escrow Agent shall receive (i) written instructions jointly executed
by  the  Company and the Investor, directing distribution of the Purchase Price,
or  (ii) a certified copy of a judgment, order or decree of a court of competent
jurisdiction,  final  beyond  the right of appeal, directing the Escrow Agent to
distribute said Purchase Price to any party hereto or as such judgment, order or
decree  shall  otherwise  specify (including any such order directing the Escrow
Agent to deposit the Purchase Price into the court rendering such order, pending
determination  of  any  dispute  between  any of the parties).  In addition, the
Escrow  Agent  shall  have the right to deposit any of the Purchase Price with a
court  of  competent jurisdiction without liability to any party if said dispute
is  not  resolved  within  thirty  (30)  days  of  receipt of any such notice of
objection,  dispute  or  otherwise.


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     (c)  This  Escrow  Agreement  shall  terminate  upon  termination  of  the
Agreement.

     3.  DUTIES  AND  OBLIGATIONS  OF  THE  ESCROW  AGENT.
         ------------------------------------------------

     (a)     The  parties  hereto  agree  that the duties and obligations of the
Escrow  Agent  are  only  such as are herein specifically provided and no other.
The  Escrow  Agent's duties are as a depositary only, and the Escrow Agent shall
incur  no  liability  whatsoever,  except  as  a  direct  result  of its willful
misconduct  or  gross  negligence.

     (b)     The  Escrow Agent may consult with counsel of its choice, and shall
not be liable for any action taken, suffered or omitted by it in accordance with
the  advice  of  such  counsel.

     (c)     The  Escrow Agent shall not be bound in any way by the terms of any
other  agreement  to  which the Company and the Investor are parties, whether or
not  it  has  knowledge  thereof,  and  the Escrow Agent shall not in any way be
required  to determine whether or not any other agreement has been complied with
by  the  Company and the Investor, or any other party thereto.  The Escrow Agent
shall  not  be  bound by any modification, amendment, termination, cancellation,
rescission or supersession of this Agreement unless the same shall be in writing
and  signed  jointly  by each of the  Company and the Investor, and agreed to in
writing  by  the  Escrow  Agent.

     (d)     If  the  Escrow Agent shall be uncertain as to its duties or rights
hereunder  or  shall  receive  instructions,  claims  or  demands  which, in its
opinion,  are in conflict with any of the provisions of this Agreement, it shall
be  entitled  to  refrain  from taking any action, other than to keep safely all
property held in escrow, until it shall jointly be directed otherwise in writing
by  the  Company  and  the Investor or by a final judgment (non-appealable) of a
court  of  competent  jurisdiction.

     (e)     The  Escrow  Agent  shall  be  fully  protected in relying upon any
written  notice,  demand,  certificate  or  document  which  it,  in good faith,
believes  to  be  genuine.  The  Escrow  Agent  shall not be responsible for the
sufficiency  or  accuracy  of  the  form,  execution, validity or genuineness of
documents  or  securities  now  or  hereafter  deposited  hereunder,  or  of any
endorsement  thereon,  or  for  any  lack  of  endorsement  thereon,  or for any
description  therein; nor shall the Escrow Agent be responsible or liable in any
respect on account of the identity, authority or rights of the persons executing
or delivering or purporting to execute or deliver any such document, security or
endorsement.

     (f)     The  Escrow  Agent  shall  not  be  required  to  institute  legal
proceedings  of  any  kind  and  shall  not  be  required  to  defend  any legal
proceedings  which  may  be  instituted against it or in respect of the Purchase
Price.


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     (g)     If  the  Escrow Agent at any time, in its sole discretion, deems it
necessary or advisable to relinquish custody of the Purchase Price, it may do so
by  delivering  the  same  to  any  other escrow agent mutually agreeable to the
Company  and  the Investor and, if no such escrow agent shall be selected within
three days of the Escrow Agent's notification to the Company and the Investor of
its desire to so relinquish custody of the Purchase Price, then the Escrow Agent
may  do  so by delivering the Purchase Price (a) to any bank or trust company in
the County of Suffolk, Commonwealth of Massachusetts, which is willing to act as
escrow  agent thereunder in place and instead of the Escrow Agent, or (b) to the
clerk  or  other  proper  officer of a court of competent jurisdiction as may be
permitted  by  law.  The  fee of any such bank or trust company or court officer
shall  be  shared equally by the parties hereto (other than Escrow Agent).  Upon
such  delivery,  the  Escrow  Agent  shall  be  discharged  from  any  and  all
responsibility  or  liability  with  respect  to  the  Purchase  Price.

     (h)     This  Agreement  shall  not create any fiduciary duty on the Escrow
Agent's  part  to  the  Company or the Investor, nor disqualify the Escrow Agent
from  representing  Investor  in any dispute with Company, including any dispute
with  respect  to  the  Purchase  Price.  The parties understand that the Escrow
Agent  has  acted,  and  will  continue  to  act,  as  counsel  to the Investor.

     (i)     The  Escrow  Agent  represents  that it is counsel to the Investor.
The  parties  agree that the Escrow Agent's engagement as provided for herein is
not  and  shall  not  be  objectionable  for  any  reason.

     (j)     Upon the Escrow Agent's performance of this Agreement in accordance
with  its terms, the Escrow Agent shall be deemed released and discharged of any
further  obligations  hereunder.

     4.  FEES.     The  Escrow  Agent  shall be paid a fee of $750 in connection
         ----
with  each  closing.  Such fee and any legal fees owing by the Company to Escrow
Agent  pursuant to Section 2(d) of that certain Registration Rights Agreement of
even date between the Company and the Investor shall be deducted by Escrow Agent
from  the  Purchase  Price  prior  to  distribution  to  the  Company.

     5.  INDEMNIFICATION.
         ---------------

     (a)  The  Company  hereby  indemnifies  and  holds free and harmless Escrow
Agent  from any and all losses, expenses, liabilities and damages (including but
not  limited  to  reasonable  attorney's  fees,  and amounts paid in settlement)
resulting from claims asserted by the Investor against Escrow Agent with respect
to  the  performance  of  any  of  the  provisions  of  this  Agreement.


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<PAGE>

     (b)  The  Investor  hereby  indemnifies  and holds free and harmless Escrow
Agent  from any and all losses, expenses, liabilities and damages (including but
not  limited  to  reasonable  attorney's  fees,  and amounts paid in settlement)
resulting  from claims asserted by the Company against Escrow Agent with respect
to  the  performance  of  any  of  the  provisions  of  this  Agreement.

     (c)  The  Company and the Investor, jointly and severally, hereby indemnify
and hold the Escrow Agent harmless from and against any and all losses, damages,
taxes,  liabilities  and  expenses  that  may  be  incurred by the Escrow Agent,
arising out of or in connection with its acceptance of appointment as the Escrow
Agent hereunder and/or the performance of its duties pursuant to this Agreement,
including,  but not limited to, all legal costs and expenses of the Escrow Agent
incurred  defending itself against any claim or liability in connection with its
performance  hereunder,  provided that the Escrow Agent shall not be entitled to
any  indemnity  for  any  losses,  damages,  taxes, liabilities or expenses that
directly  result  from  its  willful  misconduct  or  gross  negligence.


     6.  MISCELLANEOUS.
         -------------

     (a)     All  notices,  requests, demands and other communications hereunder
shall  be  in writing, with copies to all the other parties hereto, and shall be
deemed to have been duly given when (i) if delivered by hand, upon receipt, (ii)
if  sent  by telecopier, upon receipt of proof of sending thereof, (iii) if sent
by  Express  Mail,  Federal  Express  or other express delivery service (receipt
requested), the next business day or (iv) if mailed by first-class registered or
certified mail, return receipt requested, postage prepaid, upon receipt, in each
case  if  delivered  to  the  following  addresses:

     (i)     If  to  the  Investor:
             Dutchess  Private  Equities  Fund,  LP
             312  Stuart  St
             Boston,  MA  02116
             Attn.:  Douglas  H.  Leighton,  Managing  Member
             Tel:  617-960-3570
             Fax:  617-960-3772

             With  Copy  to:

             John  G.  Nossiff,  Jr.
             Brown  Rudnick  Berlack  Israels  LLP
             One  Financial  Center
             Boston,  MA  02111
             Tel:  (617)  856-8200
             Fax:  (617)  856-8201


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     (ii)    If  to  the  Company:

             Cal  Bay  International,  Inc.
             1582  Parkway  Loop
             Suite  G
             Tustin,  CA  92780
             Attention:  Robert  Thompson
             Telephone:     714-258-7070
             Facsimile:     714-258-7077


     Copy  to:

             Cletha  Walstrand,  Attorney  at  Law
             8  East  Broadway,  Suite  609
             Salt  Lake  City,  UT  84111
             Tel:  (801)  363-0890
             Fax:  (801)  363-8512

     (iii)   If  to  the  Escrow  Agent:

             John  G.  Nossiff,  Jr.
             Brown  Rudnick  Berlack  Israels  LLP
             One  Financial  Center
             Boston,  MA  02111
             Tel:  (617)  856-8200
             Fax:  (617)  856-8201


or  at  such other address as any of the parties to this Agreement may hereafter
designate  in  the  manner  set  forth  above  to  the  others.

     (b)     This  Agreement  shall be construed and enforced in accordance with
the  law  of  the  Commonwealth of Massachusetts applicable to contracts entered
into  and  performed  entirely  within  Massachusetts.

     (c)     This  Agreement may be executed in two or more counterparts, all of
which  when  taken  together  shall be considered one and the same agreement and
shall  become  effective  when  counterparts  have been signed by each party and
delivered  to  the  other  party, it being understood that both parties need not
sign  the  same  counterpart.  In  the  event that any signature is delivered by
facsimile  transmission,  such  signature  shall  create  a  valid  and  binding
obligation  of  the  party  executing  (or  on  whose  behalf  such signature is
executed) the same with the same force and effect as if such facsimile signature
page  were  an  original  thereof.

                         [   Signature Page Follows   ]


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     IN  WITNESS  WHEREOF,  the  parties hereto have caused this Agreement to be
signed  the  day  and  year  first  above  written.

                                COMPANY:


                                By:  /s/Robert  Thompson
                                -------------------------
                                Name:  Robert  Thompson
                                Title:  President  &  CEO


                                INVESTOR:

                                Dutchess  Private  Equities  Fund,  LP


                                By:  /s/  Douglas  H.  Leighton
                                --------------------------------
                                Name:  Douglas  H.  Leighton
                                Title:  Managing  Member:
                                        Dutchess  Capital  Management,  LLC
                                        General  Partner  to:
                                        Dutchess  Private  Equities  Fund,  LP

                                ESCROW  AGENT:

                                BROWN  RUDNICK  BERLACK  ISRAELS  LLP


                                By:  /s/John  G.  Nossif,  Jr.
                                ------------------------------
                                John  G.  Nossif,  Jr.


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