<PAGE>
Exhibit 4.5

                                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");
the Buyer(s) listed on Schedule I attached to the Securities Purchase Agreement,
dated the date hereof, (the "INVESTOR(S)"),  and BUTLER GONZALEZ, LLP, as Escrow
Agent hereunder (the "ESCROW AGENT").


                                   BACKGROUND

         WHEREAS, the Company and the Investor(s) have entered into a Securities
Purchase Agreement (the "SECURITIES PURCHASE  AGREEMENT"),  dated as of the date
hereof,  pursuant to which the Company proposes to sell  convertible  debentures
(the  "CONVERTIBLE  DEBENTURES")  which shall be convertible  into the Company's
Common  Stock,  par value $.001 per share (the "COMMON  STOCK"),  at a price per
share equal to the  Purchase  Price,  as that term is defined in the  Securities
Purchase  Agreement.   The  Securities  Purchase  Agreement  provides  that  the
Investor(s)  shall deposit the purchase amount in a segregated escrow account to
be held by Escrow Agent in order to effectuate a disbursements to the Company at
a closings to be held as set forth in the Securities Purchase Agreement.

         WHEREAS,  the  Company  intends  to sell  Convertible  Securities  (the
"OFFERING").

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

         WHEREAS,  in order to  establish  the escrow of funds and to effect the
provisions of the Securities Purchase 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 funds  deposited  with Escrow
Agent pursuant to this Agreement.

               b.  "JOINT  WRITTEN  DIRECTION"  shall  mean a written  direction
executed by the Investor(s) 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.  "ESCROW  PERIOD"  shall  begin with the  commencement  of the
Offering and shall terminate upon the earlier to occur of the following dates:

                    (i) The date upon which  Escrow Agent  confirms  that it has
received  in the Escrow  Account  the  proceeds  of the sale of the  Convertible
Debentures as set forth in the Securities Purchase Agreement;




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                    (ii) The  expiration  of  twenty  (20) days from the date of
commencement  of the  Offering  (unless  extended  by mutual  written  agreement
between the Company and the Investor(s)  with a copy of such extension to Escrow
Agent); or

                    (iii) The date  upon  which a  determination  is made by the
Company and the  Investor(s)  to terminate the Offering prior to the sale of all
the Convertible Debentures.

               1. During the Escrow Period,  the Company and the Investor(s) are
aware  that they are not  entitled  to any funds  received  into  escrow  and no
amounts deposited in the Escrow Account shall become the property of the Company
or the  Investor(s)  or any  other  entity,  or be  subject  to the debts of the
Company or the Investor(s) or any other entity.

               2. APPOINTMENT OF AND ACCEPTANCE BY ESCROW AGENT. The Investor(s)
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.

                    a. 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  FUNDS.  On or  prior to the date of the
commencement of the Offering, the parties shall establish an escrow account with
the Escrow Agent,  which escrow  account shall be entitled as follows:  Pick-Ups
Plus  Inc./Cornell  Capital  Partners,  LP Escrow Account for the deposit of the
Escrow Funds.  The  Investor(s)  will instruct  subscribers to wire funds to the
account of the Escrow Agent as follows:

                                       2

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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

SUB-ACCOUNT NUMBER:                    2308-03

               4. DEPOSITS INTO THE ESCROW ACCOUNT.  The Investor(s) agrees that
they shall promptly deliver funds for the payment of the Convertible  Debentures
to Escrow Agent for deposit in the Escrow Account.

               5. DISBURSEMENTS FROM THE ESCROW ACCOUNT.

                    a. The Escrow  Agent will  continue to hold such funds until
the  Investor(s)  and Company  execute a Joint Written  Direction  directing the
Escrow Agent to disburse the Escrow  Funds.  In  disbursing  such funds,  Escrow
Agent is authorized to rely upon such Joint Written  Direction  from the Company
and the  Investor(s) and may accept any signatory from the Company listed on the
signature page to this Agreement and any signature from the Investor(s) that the
Escrow Agent already has on file.

                    b. In the event  Escrow Agent does not receive the amount of
the Escrow Funds from the Investor(s), Escrow Agent shall notify the Company and
the Investor(s).  Upon receipt of payment instructions from the Company,  Escrow
Agent shall refund to each subscriber  without interest the amount received from
each Investor(s),  without deduction, penalty, or expense to the subscriber. The
purchase  money returned to each  subscriber  shall be free and clear of any and
all claims of the Company, the Investor(s) or any of their creditors.

                    c. In the event  Escrow Agent does receive the amount of the
Escrow  Funds prior to  expiration  of the Escrow  Period,  in no event will the
Escrow Funds be released to the Company  until such amount is received by Escrow
Agent in collected  funds.  For purposes of this Agreement,  the term "collected
funds" shall mean all funds  received by Escrow Agent which have cleared  normal
banking channels and are in the form of cash.

               6. SUBSCRIPTION PROCEDURE.

               If the  Company  rejects  any  subscription  for which the Escrow
Agent has already  collected  funds,  Escrow Agent shall promptly issue a refund
check  or  wire  to  the  rejected  subscriber.   If  the  Company  rejects  any
subscription  for which Escrow Agent has not yet  received  funds,  Escrow Agent
shall promptly issue a check or wire the amount of the subscriber's subscription
to the  rejected  subscriber  after  Escrow  Agent has cleared  such funds.  The
Company shall provide payment instructions to Escrow Agent.



                                       3

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               7. SUSPENSION OF PERFORMANCE:  DISBURSEMENT INTO COURT. If at any
time, there shall exist any dispute between the Company and the Investor(s) 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:

                    a.  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

                    b. 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.

                    c. Escrow Agent shall have no liability to the Company,  the
Investor(s), 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.  Escrow Agent shall deposit the
Escrow Funds in a non-interest bearing account.

               If Escrow Agent has not received a Joint Written Direction at any
time that an investment  decision must be made,  Escrow Agent shall maintain the
Escrow Funds, or such portion  thereof,  as to which no Joint Written  Direction
has been received, in a non-interest bearing 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(s) and the Company
identified  in Sections  13a.(iv) and 13b.(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


                                       4

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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  herein,  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 Purchase 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(s)  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,  without  determination  by 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,  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,


                                       5


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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 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 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(s)
hereunder  in writing,  and the  Investor(s)  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(s)  and/or the  Company  shall be
required  to pay such fees and  expense if (a) the  Investor(s)  or the  Company
agree to pay such fees and expenses,  or (b) the Investor(s)  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(s)  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 the  Indemnified
Party,  the Company and/or the Investor(s) and the 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(s).  The  Investor(s)  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(s)  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

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               The  parties  agree that  neither  payment by the  Company or the
Investor(s)  of any claim by Escrow Agent for  indemnification  hereunder  shall
impair,  limit,  modify,  or affect, as between the Investor(s) and the Company,
the respective  rights and obligations of Investor(s),  on the one hand, and the
Company, on the other hand.

               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(s)  makes  the  following  representations  and
warranties to Escrow Agent:

                    (i) The  Investor(s) 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  Investor(s),  including  any  necessary  shareholder
approval,  has been  executed by duly  authorized  officers of the  Investor(s),
enforceable in accordance with its terms.

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

                    (iv)  Mark  Angelo  has been  duly  appointed  to act as the
representative of the Investor(s)  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  any  and  all  other  actions  as  the  Investor(s)'s
representative  under this  Agreement,  all without further consent or direction
form, or notice to, the Investor(s) or any other party.

                    (v)  No  party  other  than  the  parties   hereto  and  the
Investor(s)s  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.

                                       7


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                    (vi)  All  of  the  representations  and  warranties  of the
Investor(s)  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 the 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,
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  Securities  Purchase
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,  including without limitation
to the Securities Purchase Agreement, to which the Company is a party.

                    (iv)  Robert  White  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  and  the
Investor(s)s  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
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.

                                       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 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 upon confirmation of receipt and addressed to the
party to be notified as follows:

If to Investor(s), to:               Cornell Capital Partners, LP
                                     101 Hudson Street - Suite 3606
                                     Jersey City, NJ 07302
                                     Attention:        Mark Angelo
                                                       Portfolio Manager
                                     Telephone:        (201) 985-8300
                                     Facsimile:        (201) 985-8266

If to Escrow Agent, to:              Butler Gonzalez LLP
                                     1000 Stuyvesant Avenue
                                     Union, NJ 07083
                                     Attention:        David Gonzalez, Esq.
                                     Telephone:        (908) 810-8588
                                     Facsimile:        (908) 810-0973

If to the Company, to:               Pick Ups Plus Inc.
                                     4360 Ferguson Drive - Suite 120
                                     Cincinnati, Ohio 45245
                                     Attention:        Robert White
                                     Telephone:        (513) 398-4344
                                     Facsimile:        (513) 398-9802
With a copy to:
                                     Sichenzia Ross Friedman Ference LLP
                                     1065 Avenue of the Americas - 21st Floor
                                     New York, New York 10018
                                     Attention:        Gregory Sichenzia, Esq.
                                     Telephone:        (212) 930-9700
                                     Facsimile:        (212) 930-9725


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.

                                       9


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               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.

               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(s),
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 disbursement of
all amounts in the Escrow  Funds  pursuant to Joint  Written  Directions  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.







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         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:       Robert White
                                       Title:      Chief Financial Officer


                                       CORNELL CAPITAL PARTNERS, LP

                                       By:      Yorkville Advisors, LLC
                                       Its:     General Partner


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


                                       BUTLER GONZALEZ LLP

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



                                       11


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