<PAGE>
Exhibit 4.8

                                ESCROW AGREEMENT

         THIS ESCROW AGREEMENT (this "AGREEMENT") is made and entered into as of
June 25, 2003 by PICK-UPS  PLUS INC., a Delaware  corporation  (the  "COMPANY");
CORNELL CAPITAL PARTNERS,  LP, a Delaware limited  partnership (the "INVESTOR");
and BUTLER GONZALEZ LLP (the "INVESTOR'S COUNSEL" and or the "Escrow Agent").


                                   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 Investor will purchase the Company's Common Stock,
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 Two Million Dollars ($2,000,000). The
Equity Line of Credit Agreement provides that on each Advance Date the Investor,
as that term is defined in the Equity Line of Credit  Agreement,  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 the 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  and  the  shares  of the  Company's  Common  Stock  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 the
Escrow Agent pursuant to this Agreement.

               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  Investor's Counsel
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.


<PAGE>



         2. APPOINTMENT OF AND ACCEPTANCE BY ESCROW AGENT.

               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 the Escrow Agent
to serve as the holder of the shares of the  Company's  Common Stock which shall
be purchased by the Investor.  The Escrow Agent hereby accepts such  appointment
and, upon receipt via D.W.A.C or the certificates  representing 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  the  Escrow  Agent
shall  establish an escrow  account for the deposit of the Escrow Funds entitled
as follows:  Pick-Ups Plus Inc./Cornell Capital Partners,  LP. The Investor will
wire funds to the account of the Escrow Agent as follows:

BANK:                                Wachovia, N.A. of New Jersey

ROUTING #:                           031201467

ACCOUNT #:                           2020000659170

NAME ON ACCOUNT:                     Butler Gonzalez LLP as Escrow Agent

NAME ON SUB-ACCOUNT:                 Pick-Ups Plus Inc/Cornell Capital
                                     Partners, LP Escrow account
REFERENCE SUB-ACCOUNT #:             _____-03

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

BROKERAGE FIRM:                           Jessup & Lamont

ACCOUNT #:                                LES023557

DTC #:                                    0030

NAME ON ACCOUNT:                          Butler Gonzalez LLP Escrow 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 the Escrow
Agent for deposit in the Escrow Account.

                                       2

<PAGE>

         5. DISBURSEMENTS FROM THE ESCROW ACCOUNT.

               a. At such  time as  Escrow  Agent has  collected  and  deposited
instruments  of payment in the total amount of the Advance and 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,  the Escrow Agent shall notify
the Company and the Investor.  The Escrow Agent will continue to hold such funds
until the Investor  and Company  execute and deliver a Joint  Written  Direction
directing  the Escrow  Agent to  disburse  the Escrow  Funds  pursuant  to Joint
Written  Direction at which time the 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 Company 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 the Escrow Agent the Investor and
Company shall execute and deliver a Common Stock Joint Written  Direction to the
Escrow Agent  directing  the 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 the  Escrow  Agent is  authorized  to rely upon such  Common  Stock  Joint
Written  Direction  from Company and may accept any  signatory  from the Company
listed on the signature page to this Agreement and any signature from the Escrow
Agent has on file.

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

               In the event that the Escrow  Agent has not  received  the Common
Stock to be  purchased by the  Investor  from the Company,  in no event will the
Escrow  Funds be released to the Company  until such shares are  received by the
Escrow  Agreement.  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  OF FUNDS.  The  Escrow  Agent is hereby  authorized  to
DEPOSIT THE WIRE TRANSFER proceeds in the Escrow Account.



         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 the 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  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:


                                       3

<PAGE>



                    i.  Suspend  the  performance  of  any  of  its  obligations
(including  without  limitation any disbursement  obligations) under this Escrow
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.

         8.  INVESTMENT  OF ESCROW  FUNDS.  The 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 may retain the Escrow
Fund, or such portion thereof,  as to which no Joint Written  Direction has been
received, in a non-interest bearing money market account.

         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  13a.(iv) and 13b.(iv),  below,  jointly shall appoint a
successor  Escrow



                                       4

<PAGE>


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 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 Escrow  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 Escrow  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  Escrow  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.  Escrow  Agent  shall have no  liability  or  obligation  with
respect to the Escrow  Funds except for Escrow  Agent's  willful  misconduct  or
gross  negligence.   Escrow  Agent's  sole  responsibility   shall  be  for  the
safekeeping, investment, and disbursement of the Escrow Funds in accordance with
the terms of this  Agreement.  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,  any account in which  Escrow  Funds 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. The 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,  without  determination  by the  Escrow  Agent  of  such  court's
jurisdiction  in the matter.  If any portion of the Escrow  Funds 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, the 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 the 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



                                       5

<PAGE>



"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
person  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 solely
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 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 Indemnified Party in any such action or proceeding,  (c) the Investor and
the Company are 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  Indemnified  Party the  Company  and/or  the
Investor and 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  the  Escrow  Agent  shall  be  independent  of any
obligation of Escrow Agent.




                                       6


<PAGE>


         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 as outlined in Section 12.4 of the Equity
Line of Credit  Agreement  dated the date hereof.  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 the Escrow Agent and Investor's Counsel:

                    i. The Investor 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
action of the Investor,  including any necessary approval of the limited partner
of the Investor, has been executed by duly authorized officers of the Investor's
general partner, enforceable in accordance with its terms.

                    iii.  The  execution,   delivery,  and  performance  of  the
Investor of this Agreement  will not violate,  conflict with, or cause a default
under the agreement of limited  partnership 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  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,
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, the Investor and Investor's Counsel:


                                       7

<PAGE>


                    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,
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  Escrow  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.  _____________  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 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.

                    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 Hudson 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:



                                        8

<PAGE>


If to Investor, to:                         Cornell Capital Partners, LP
                                            101 Hudson Street - Suite 3606
                                            Jersey City, New Jersey 07302
                                            Attention:    Mark Angelo
                                            Facsimile:   (201) 985-8266

If to Escrow Agent, to:                     Butler Gonzalez LLP
                                            1000 Stuyvesant Avenue - Suite 6
                                            Union, New Jersey 07083
                                            Attention:    David Gonzalez, Esq.
                                            Facsimile:   (908) 810-0973

If to Company, to:                          Pick Ups Plus Inc.
                                            5181 Natorp Boulevard
                                            Mason, Ohio 45040
                                            Attention:
                                            Telephone:   (513) 398-4344
                                            Facsimile:
With a copy to:
                                            Seth Farbman, P.C.
                                            301 Eastwood Road
                                            Woodmere, New York 11598
                                            Attention:   Seth Farbman, Esq.
                                            Telephone:   (516) 569-6089
                                            Facsimile:   (516)  569-6084

         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 of the Escrow
Agent.  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 Delaware 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 the
Escrow Agent with respect to the Escrow Funds.



                                       9

<PAGE>


         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, or
the 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  termination  of the
Equity Line of Credit Agreement dated the date hereof or the disbursement of all
amounts in the Escrow  Funds and Common  Stock 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 or Common Stock.



                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]





                                       10





<PAGE>



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

                                        PICK UPS PLUS INC .

                                        By:
                                        -------------------------------------
                                        Name:
                                        Title:


                                        CORNELL CAPITAL PARTNERS, LP

                                        By: Yorkville Advisors, LLC
                                        Its: General Partner

                                        By:
                                        -------------------------------------
                                        Name: Mark A. Angelo
                                        Title: Portfolio Manager


                                        BUTLER GONZALEZ LLP

                                        By:
                                        -------------------------------------
                                        Name: David Gonzalez, Esq.
                                        Title: Partner



                                       11



<PAGE>