EXHIBIT 4.2
                            RULE 419 ESCROW AGREEMENT

Letter of Escrow Instructions

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Chattanooga, TN  37402

         Re:       Contrarian Public Investment I, Inc. - Rule 419 escrow,
                  ________________ Bank Escrow No. ___________

      This   Letter  of   Escrow   Instructions   to   ________________________,
hereinafter  called Escrow Agent,  shall  immediately and  automatically  become
operative  and  effective  upon the  commencement  of a public  distribution  of
certain securities of Contrarian Public Investment I, Inc. (the "Company") which
is described more fully in the Company's Form S-1  Registration  Statement under
the Securities Act of 1933 (Registration No. 333-_____).

      The Company will deliver the papers,  stock certificates,  money and other
property  hereinafter  described to the Escrow  Agent.  All such  papers,  stock
certificates,  money and other  property  are to be held and  disposed of by the
Escrow Agent in accordance  with the following  instructions  and upon the terms
and conditions hereinafter set forth, to which the undersigned agree:

                            ARTICLE 1. ESCROW PURPOSE

      1.1 This Escrow Agreement  describes clearing and holding escrow that will
be  established  by  Contrarian  Public  Investment  I,  Inc.,  of  Chattanooga,
Tennessee,  (the  "Company")  and all current  stockholders  of the Company (the
"Selling  Stockholders")  in accordance with the  requirements of Securities and
Exchange Commission Rule 419, adopted pursuant to the provisions of Section 7(b)
of the  Securities Act of 1933. The Company,  the Selling  Stockholders  and the
Escrow Agent are the only parties to this Escrow Agreement.

      1.2 In connection  with the  distribution  described in the Company's Form
S-1 Registration Statement (the "Distribution"), the Selling Stockholders intend
to transfer  certain  shares of the Company's  $.001 par value common stock (the
"Common  Stock") to certain  classes of transferees  described in the definitive
prospectus filed as part of the Company's Form S-1 Registration Statement.

      1.3 The purpose of the escrow shall be to hold and  ultimately  distribute
the following  stock  certificates  in  accordance  with the terms of Sections 4
through 6 this Escrow Agreement,

            (a) Stock  certificates  evidencing  the  ownership  of  ___________
presently issued and outstanding shares of Common Stock (the "Shares") that will
be transferred to certain individuals and organizations  selected by the Selling
Stockholders (the "Donees"), registered in the names of the Donees and delivered
to the Escrow Agent upon issuance; and

            (b) Stock certificates evidencing the ownership of up to ___________
presently  issued  and  outstanding  shares  of  Common  Stock  (the  "Founders'
Shares").

      1.4  This  Escrow  Agreement  constitutes  an  essential  element  of  the
Company's  proposed  public offering of securities and is required by Securities
and Exchange Commission Rule 419. The parties to this Escrow Agreement shall, at
all  times,  conduct  all of their  activities  relating  to the Rule 419 escrow
created hereby in strict  compliance with the letter and the spirit of Rule 419.
In the event of any inconsistency between the terms of this Escrow Agreement and
the requirements of Rule 419, the requirements of Rule 419 shall have priority.


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                           ARTICLE 2. ESCROW DEPOSITS

      2.1 The Escrow Agent shall accept deposits to the Escrow Account from time
to time  during  the  entire  term of this  Agreement.  All  stock  certificates
delivered to the Escrow Agent shall, upon delivery, automatically become subject
to the provisions of this Escrow Agreement.

      2.2 The initial  Escrow  Deposits will be in the form of individual  stock
certificates  representing  the  ownership  of  Shares.  All stock  certificates
representing  Shares shall be  registered  in the name of  individual  Donee and
contain complete  information  respecting the Donee's name,  mailing address and
taxpayer  identification number. Upon completion of the Share Distribution,  the
Selling  Stockholders  shall  jointly  execute and deliver to the Escrow Agent a
schedule  that  identifies  the specific  Share  transfers  made by each Selling
Stockholder.  When the Escrow Agent  receives the stock  certificates  and other
information  specified in this  Paragraph,  it shall promptly  examine the stock
certificates  to confirm that the stockholder  information  printed on the stock
certificates complies in all particulars with the stockholder information in the
supporting schedules.  The Company shall promptly correct any errors,  omissions
or inconsistencies noted by the Escrow Agent.

      2.3  Additional   Escrow   Deposits  in  the  form  of  individual   stock
certificates  representing  the  ownership of Founders'  Shares may be made from
time  to  time  during  the  term of this  Agreement.  When  any of the  Selling
Stockholders  enter into an agreement  to sell all or any part of the  Founders'
Shares,  the Selling  Stockholder  shall  promptly  deliver  stock  certificates
representing  the ownership of the  transferred  Founders'  Shares to the Escrow
Agent.  All such  certificates  shall be  registered  in the name of the Selling
Stockholder  and duly endorsed for transfer to the purchaser.  All  certificates
for Founders'  Shares  delivered to the Escrow Agent shall be  accompanied  by a
copy  of  the   associated   stock  purchase   agreement  and  such   additional
documentation as the Company,  the Selling Stockholder and the Escrow Agent deem
necessary or desirable to comply with the requirements of Rule 419, or otherwise
provide for the efficient performance of the Escrow Agent's duties hereunder.

      2.4 All stock  certificates  delivered to the Escrow Agent pursuant to the
provisions  of this  Section 2 shall be held and  disposed of by Escrow Agent in
accordance with the following instructions and upon the terms and conditions set
forth herein.

                    ARTICLE 3. TERMINATION AND DISBURSEMENTS

      3.1 If the  Company has not  negotiated  a business  combination,  filed a
post-effective amendment to its registration statement, successfully completed a
reconfirmation  offering  meeting the requirements of Rule 419 and closed on the
business combination  agreement within 18 months after the effective date of its
registration statement (the "Final Termination Date"), the Escrow Agent shall:

            (a) Return all stock certificates representing Shares to the Selling
Stockholders; and

            (b) Return all stock certificates  representing  Founders' Shares to
the Selling Stockholders.

      When all stock certificates have been returned to the Selling Stockholders
in accordance  with the provisions of this Paragraph 3.1, this Escrow  Agreement
will terminate.

      3.2  If  the  Company   negotiates   a  business   combination,   files  a
post-effective   amendment  to  its   registration   statement  and  conducts  a
reconfirmation  offering  meeting the requirements of Rule 419; and the terms of
such  offering are not  accepted by the number of Share Donees  specified in the
definitive prospectus included in the Company's  post-effective  amendment,  the
Company  shall  immediately  notify  the  Escrow  Agent  that  the  terms of its
reconfirmation  offering  have been  rejected by the Share Donees and the Escrow
Agent shall:

            (a) Return all stock certificates representing Shares to the Selling
Stockholders; and

            (b) Return all stock certificates  representing  Founders' Shares to
the Selling Stockholders.

      When all stock certificates have been returned to the Selling Stockholders
in accordance with the provisions this Paragraph 3.2, this Escrow Agreement will
terminate.


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      3.3  If  the  Company   negotiates   a  business   combination,   files  a
post-effective   amendment  to  its  registration   statement  and  completes  a
reconfirmation  offering  meeting the  requirements of Rule 419 on or before the
Final  Termination  Date,  the Company shall  promptly  deliver,  or cause to be
delivered, to the Escrow Agent:

            (a)  A  copy  of  the   definitive   prospectus   included   in  its
post-effective   amendment  and  used  in  connection  with  the  reconfirmation
offering;

            (b) A schedule  setting  forth the  identity of each Share Donee who
has approved the terms of the reconfirmation offering in writing; and

            (c) A schedule  setting  forth the  identity of each Share Donee who
has  rejected the terms of the  reconfirmation  offering in writing or otherwise
failed to execute a reconfirmation agreement within the time limits specified in
the definitive prospectus.

      Upon receipt of the foregoing documentation, the Escrow Agent shall return
to the Selling  Stockholders all stock  certificates  registered in the names of
Share  Donees  who  received  Shares in  connection  with the  Distribution  and
ultimately  refused or failed to execute a  reconfirmation  agreement within the
time limits specified in the definitive prospectus.

      3.4 If the Company  satisfies the  conditions of Paragraph  3.3,  actually
closes the business combination described in the post-effective amendment to its
registration  statement and delivers to the Escrow Agent a Certificate signed by
the President and Secretary that all  conditions  precedent to the final release
of stock  certificates  set forth in Rule  419(e)(3)  have been  satisfied,  the
Escrow Agent shall:

            (a) Mail stock  certificates to each Share Donee who received Common
Stock  in  connection  with  the  Distribution   and  subsequently   executed  a
reconfirmation agreement; and

            (b)  Deliver  stock  certificates  for the  Founders'  Shares to the
closing agents specified in the associated stock purchase  agreements;  but only
if a closing  agent was  specified  in the purchase  agreement  delivered to the
Escrow Agent  pursuant to Paragraph 2.3 of this  agreement.  In the event that a
closing agent was not so specified,  the Escrow Agent shall retain possession of
the stock  certificates  pending  its  receipt  of joint  instructions  from the
Selling Stockholder and purchaser.

      When all stock certificates and all Escrow Funds deposited with the Escrow
Agent have been  disbursed in accordance  with the  provisions of this Paragraph
3.4, this Escrow Agreement will terminate.

                           ARTICLE 4. NO MODIFICATION

      4.1 After the  effective  date of the  Company's  Registration  Statement,
these  instructions  shall not be  modified,  rescinded  or amended  without the
written  consent of each Share Donee and each purchaser of Founders'  Shares who
may be adversely affected by such modification, rescission or amendment.

                          ARTICLE 5. GENERAL PROVISIONS

      5.1 All parties understand and agree that Escrow Agent is not a principal,
participant, or beneficiary of the underlying transaction that necessitates this
Escrow  Agreement.  The Escrow Agent shall be obligated only for the performance
of such duties as are  specifically  set forth  herein and may rely and shall be
protected in acting or refraining  from acting on any instrument  believed by it
to be  genuine  and to have been  signed or  presented  by the  proper  party or
parties,  their officers,  representatives or agents. The Escrow Agent shall not
be liable for any action taken or omitted by it in good faith and believed by it
to be  authorized  hereby,  nor for action taken or omitted by it in  accordance
with the advice of its counsel.  Escrow Agent shall be responsible  for holding,
investing and disbursing the Escrowed Assets  pursuant to the Escrow  Agreement,
but in no event shall be liable for any  exemplary or  consequential  damages in
excess of Escrow Agent's fee hereunder.


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      5.2 Unless otherwise  provided  herein,  the Escrow Agent shall accept the
Escrowed Assets  pursuant to the Escrow  Agreement and invest such assets at the
written  request of the  parties  hereto  specifying  with  particularity  or by
accompanying  schedule  the type and  identity  of the  assets to be  deposited.
Acceptance  of the  Escrowed  Assets  shall be  communicated  by Escrow Agent to
parties by account  statement  or  otherwise  in writing as soon as  practicable
after  receipt,  and any  discrepancies  shall be noted to  Escrow  Agent by the
parties in writing within forty five (45) days of receiving such  communication.
Failure  to  note  any  discrepancies   shall  be  deemed  confirmation  of  the
description of Escrowed Assets listed on the report regardless of any variations
from the original schedule.  Any request to invest assets shall be in writing or
facsimile and specify the type of investment to be made,  the maturity date, and
the  principal  amount to be invested.  The Escrow Agent shall not be liable for
delay or failure to invest funds without  written  instructions or for losses on
any investments made by it pursuant to and in compliance with such instructions.

      5.3 Should any controversy  arise between the undersigned  with respect to
this  Escrow  Agreement  or with  respect to the right to receive  the  Escrowed
Assets, Escrow Agent shall have the right to consult counsel and/or to institute
a bill of interpleader  in any court of competent  jurisdiction to determine the
rights of the parties.  In the event it is a party to any dispute,  Escrow Agent
shall  have  the  additional   right  to  refer  such   controversy  to  binding
arbitration.  Should such actions be  necessary,  or should  Escrow Agent become
involved  in  litigation  in any manner  whatsoever  on  account of this  Escrow
Agreement of the Escrowed Assets made hereunder, the undersigned hereby bind and
obligate themselves,  their heirs and legal representatives to pay Escrow Agent,
in addition to any charge made hereunder for acting as Escrow Agent,  reasonable
attorney's fees incurred by Escrow Agent, and any other disbursements, expenses,
losses, costs and damages in connection with and resulting from such actions.

      5.4 The Escrow  Agent shall have no  liability  under,  or duty to inquire
beyond the terms and provisions of the Escrow  Agreement,  and it is agreed that
its duties are purely  ministerial  in nature,  and that the Escrow  Agent shall
incur no liability  whatsoever except for willful misconduct or gross negligence
so long as it has acted in good  faith.  The Escrow  Agent shall not be bound by
any   modification,   amendment,   termination,   cancellation,   rescission  or
supersession  of this Escrow  Agreement  unless the same shall be in writing and
signed by all of the other  parties  hereto and,  if its duties as Escrow  Agent
hereunder are affected thereby, unless it shall have given prior written consent
thereto.

      5.5 The Escrow Agent may at any time resign  hereunder  by giving  written
notice of its  resignation  to the other  parties  hereto,  at their address set
forth  herein,  at least  ten (10)  days  prior to the date  specified  for such
resignation to take effect, and upon the effective date of such resignation, the
Escrowed Assets hereunder shall be delivered to such person as may be designated
in writing by the appropriate parties executing this Escrow Agreement, whereupon
all the Escrow Agent's  obligations  hereunder  shall cease and  terminate.  The
Escrow  Agent's  sole  responsibility  until such  termination  shall be to keep
safely all Escrowed Assets and to deliver the same to a person designated by the
appropriate  parties  executing this Escrow  Agreement or in accordance with the
directions of a final order or judgment of a court of competent jurisdiction.

      5.6 The  parties  agree to  indemnify,  defend and hold the  Escrow  Agent
harmless from and against any and all loss,  damage,  tax, liability and expense
that may be incurred by the Escrow Agent  arising out of or in  connection  with
its acceptance or  appointments as Escrow Agent  hereunder,  including costs and
expenses of defending  itself against any claim or liability in connection  with
its performance hereunder.

      5.7 The parties jointly and severally agree to pay to the Escrow Agent its
fees  for the  services  rendered  pursuant  to the  provisions  of this  Escrow
Agreement and will reimburse the Escrow Agent for reasonable expenses, including
reasonable  attorney's  fees  incurred  in  connection  with  the  negotiations,
drafting and performance of such services.  Except as otherwise noted,  this fee
covers  account  acceptance,  set up and  termination  expenses;  plus usual and
customary related  administrative  services such as safekeeping,  investment and
payment  of funds  specified  herein  or in the  exhibits  attached.  Activities
requiring  excessive  administrator  time  or  out-of-pocket  expenses  such  as
optional  substitution of collateral or securities shall be deemed extraordinary
expenses for which related costs,  transaction charges, and additional fees will
be billed at Escrow Agent's  standard charges for such items. A fee schedule has
been provided to all parties to this Escrow.


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      5.8 Escrow  Agent is hereby  given a lien on all  Escrowed  Assets for all
indebtedness that may become owing to Escrow Agent hereunder,  which lien may be
enforced by Escrow Agent by setoff or appropriate foreclosure proceedings.

      5.9 The  parties  warrant to the Escrow  Agent that there are no  Federal,
State or local tax liability or filing  requirements  whatsoever  concerning the
Escrow Agent's actions  contemplated  hereunder and warrant and represent to the
Escrow Agent that the Escrow Agent has no duty to withhold or file any report of
any tax liability under any Federal of State income tax, local or State property
tax,  local  or  State  sales  or use  taxes,  or any  other  tax by any  taxing
authority.  The parties  hereto  agree to jointly and  severally  indemnify  the
Escrow Agent fully for any tax liability,  penalties or interest incurred by the
Escrow Agent  arising  hereunder and agree to pay in full any such tax liability
together with penalty and interest if any tax  liability is ultimately  assessed
against  the Escrow  Agent for any  reason as a result of its  action  hereunder
(except for the Escrow Agent's  individual income tax liability arising from its
income fees).

      5.10 The Escrow  Agent shall have no  liability  for loss arising from any
cause beyond its control,  including, but not limited to, the following: (a) the
act,  failure or neglect of any agent or  correspondent  selected  by the Escrow
Agent or the parties hereto; (b) any delay, error, omission or default connected
with the remittance of funds; (c) any delay,  error,  omission or default of any
mail, telegraph, cable or wireless agency or operator; (d) the acts or edicts of
any  government  or  governmental  agency or other  group or  entity  exercising
governmental powers.

      5.11  This  Escrow  Agreement  shall  be  governed  by  and  construed  in
accordance with the laws of the State of Tennessee. The parties hereto expressly
waive such duties and  liabilities,  it being their  intent to create  solely an
agency  relationship  and hold the Escrow  Agent liable only in the event of its
gross negligence or willful misconduct in order to obtain the lower fee schedule
rates as specifically negotiated with the Escrow Agent.

                               ARTICLE 6. NOTICES

      6.1 All  notices,  demands,  requests  or payments  provided  for or given
pursuant to this Escrow must be in writing or facsimile.  All such notices shall
be deemed to have been  properly  given or  served by  personal  delivery  or by
depositing the same in the United States mail  addressed to the person  entitled
to receive such notice at the address set forth below.

         To the Company:                                 To the Escrow Agent:

         Douglas A. Dyer, President                      ______________________
         Contrarian Public Investment I, Inc.            ______________________
         735 Broad Street, Suite 218                     ______________________
         Chattanooga, TN  37402                          Chattanooga, TN  37402

      6.2 All notices shall be effective when received.

         Approved and accepted by the Parties this __ day of ___________ 2004.

         Contrarian Public Investment I, Inc.      _______________________ Bank

         By: /s/                                   By: /s/
         ---------------------------------         -----------------------------
         Douglas A. Dyer, President, President


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