EXHIBIT 10.4





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

         THIS ESCROW AGREEMENT (this "Agreement") is made and entered into as of
August  26,  2004 by CAPITAL  SOLUTIONS  I, INC.,  a Delaware  corporation  (the
"Company");  CORNELL CAPITAL PARTNERS,  LP, a Delaware limited  partnership (the
"Investor"); and BUTLER GONZALEZ LLP (the "Escrow Agent").


                                   BACKGROUND
                                   ----------

         WHEREAS,  the Company and the  Investor  have  entered  into an Standby
Equity  Distribution  Agreement (the "Standby  Equity  Distribution  Agreement")
dated as of the date hereof,  pursuant to which the Investor  will  purchase the
Company's Common Stock, par value $.0000001 per share (the "Common Stock"), at a
price per share  equal to the  Purchase  Price,  as that term is  defined in the
Standby  Equity  Distribution  Agreement,  for an  aggregate  price of up to Six
Million Dollars ($6,000,000). The Standby Equity Distribution Agreement provides
that on each Advance Date the  Investor,  as that term is defined in the Standby
Equity Distribution 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 Standby Equity Distribution 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 Standby Equity Distribution 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 Standby Equity Distribution 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 the 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 the Escrow
Agent to disburse all
<PAGE>
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 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  otherwise  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.

                c.       The Company hereby  acknowledges  that the Escrow Agent
is counsel to the Investor in connection with the transactions  contemplated and
referenced  herein.  The Company agrees that in the event of any dispute arising
in connection  with this Escrow  Agreement or otherwise in  connection  with any
transaction or agreement  contemplated and referenced  herein,  the Escrow Agent
shall be permitted  to continue to  represent  the Investor and the Company will
not seek to disqualify such counsel.

         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:  Vacation Ownership Marketing 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:      Capital Solutions I,  Inc/Cornell Capital Partners, LP
                          Escrow account

                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:           Sloan Securities Corp.
CLEARING HOUSE:           Fiserv











                                        2
<PAGE>
ACCOUNT #:                56887298
DTC #:                    0632
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.

         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 the shares of Common Stock via D.W.A.C from the Company which are to be
issued to the Investor  pursuant to the Standby Equity  Distribution  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.

         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  either the Common
Stock  to be  purchased  by the  Investor  or the  Common  Stock  Joint  Written
Direction from the Company, in no event will the Escrow Funds be released to the
Company  until such Common  Stock and Common  Stock Joint  Written  Direction is
received  by the  Escrow  Agent.  In the  event  that the  Escrow  Agent has not
received  either  the  Escrow  Funds or the  Joint  Written  Direction  from the
Investor,  in no event will the Common  Stock  received  pursuant to the Standby
Equity  Distribution  Agreement  be released to the  Investor  until such Escrow
Funds and Joint Written Direction are received by the 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 Standby Equity Distribution Agreement.

         6.       DEPOSIT OF FUNDS.  The Escrow  Agent is hereby  authorized  to
accept the Escrow Funds in the Escrow Account.









                                        3
<PAGE>
         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:

                       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 to Escrow Agent ten
(10) days' prior written notice 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 and the Common
Stock  deposited  with the  Escrow  Agent 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 or the Common Stock  deposited with the Escrow Agent,  any
account in which  Escrow  Funds are  deposited,  this  Agreement  or the Standby
Equity  Distribution  Agreement,  or to appear in,  prosecute or defend any such
legal action or proceeding.  Escrow Agent may consult legal counsel  selected by
it in the 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


                                        5
<PAGE>
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
when it is advised by legal  counsel  selected  by it,  that such  order,  writ,
judgment  or decree is  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 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 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 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 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

                                        6
<PAGE>
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.

         12.      EXPENSES OF ESCROW  AGENT.  The Company  shall  reimburse  the
Escrow  Agent as set forth in Section  12.3 of the Standby  Equity  Distribution
Agreement.  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 in all
material  respects and will be true and complete at the time of any disbursement
from the Escrow Funds in all material respects.








                                        7
<PAGE>
                b.       The Company  makes the  following  representations  and
warranties to Escrow Agent and, the Investor:

                       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,  and is
enforceable in accordance with its terms.

                       iii.     The execution,  delivery, and performance by the
Company of this  Escrow  Agreement  is in  accordance  with the  Standby  Equity
Distribution Agreement and will not violate, in any material respects,  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.      Richard Astrom 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 in all
material  respects and will be true and complete at the time of any disbursement
from the Escrow Funds in all material respects.

         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.







                                        8
<PAGE>
         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 mail, by certified
mail  with  return  receipt  requested  and  postage  prepaid,   when  delivered
personally,  one (1) after deposit to any overnight courier, or when transmitted
by facsimile transmission and addressed to the party to be notified as follows:

If to Investor, to:                     Cornell Capital Partners, LP
                                        101 Hudson Street - Suite 3700
                                        Jersey City, New Jersey 07302
                                        Attention:        Mark Angelo
                                        Facsimile:        (201) 985-8266

If to Escrow Agent, to:                 Butler Gonzalez LLP
                                        1416 Morris Avenue - Suite 207
                                        Union, New Jersey 07083
                                        Attention:        David Gonzalez, Esq.
                                        Facsimile:        (908) 810-0973

If to Company, to:                      Capital Solutions I, Inc.
                                        6915 Red Road - Suite 222
                                        Coral Gables, FL 33143
                                        Attention:        Richard Astrom
                                        Telephone:        (305) 666-6565
                                        Facsimile:        (305) 666-3994

With a copy to:                         Gibson, Dunn & Crutcher LLP
                                        1050 Connecticut Avenue N.W.
                                        Washington, D.C.
                                        Attention:        Brian Lane, Esq.
                                        Telephone:        (202) 887-3646
                                        Facsimile:        (202) 530-9589

         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 each of 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.












                                        9
<PAGE>
         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,   the  Standby  Equity
Distribution  Agreement,  the  Registration  Rights  Agreement and the Placement
Agent Agreement  together  constitute 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.

         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  or  Common  Stock  Written  Direction  may  be  executed  in
counterparts,  which when so executed shall constitute one and same agreement or
direction.

         22.      TERMINATION. Upon the first to occur of the termination of the
Standby Equity Distribution  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
as of August 26, 2004.

                                        CAPITAL SOLUTIONS I, INC.

                                        By:    /s/ CHRISTOPHER ASTROM
                                           -------------------------------------
                                        Name:   Christopher Astrom
                                        Title:  Chief Executive Officer


                                        CORNELL CAPITAL PARTNERS, LP

                                        By:     Yorkville Advisors, LLC
                                        Its:    General Partner

                                        By:    /s/ MARK A. ANGELO
                                           -------------------------------------
                                        Name:   Mark A. Angelo
                                        Title:  Portfolio Manager


                                        BUTLER GONZALEZ LLP

                                        By:    /s/ DAVID GONZALEZ
                                           -------------------------------------
                                        Name:   David Gonzalez, Esq.
                                        Title:  Partner































                                       11