EXHIBIT 10.17

                                ESCROW AGREEMENT

      THIS ESCROW  AGREEMENT  (this  "Agreement") is made and entered into as of
July __, 2003 by BSI2000, INC., a Delaware corporation (the "Company");  CORNELL
CAPITAL PARTNERS,  LP, a Delaware limited partnership (the "Investor");  and LAW
OFFICES OF ERIC S. HUTNER &  ASSOCIATES  (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 $0.001 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  Fifteen   Million   Dollars
($15,000,000). 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


<PAGE>


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.

      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.

         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 to 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:  BSI2000,  Inc./Cornell  Capital  Partners,  LP. The Investor will wire
funds to the account of the Escrow Agent as follows:

Bank:                             Citibank

Routing #:                        021000089

Account #:                        95758251

Name on Account:                  Eric S. Hutner, Esq. Attorney Escrow Account

Name on Sub-Account:              BSI2000, Inc./Cornell Capital Partners, LP
                                  Escrow Account

Reference Sub-Account #:          _________

Note:                             Only wire transfers shall be accepted.

                                      -2-
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         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:

Account #:

DTC #:

Name on Account:                    Eric S. Hutner, Esq. Attorney 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 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 and Common
Stock  until the  Investor  and  Company  execute  and  deliver a Joint  Written
Direction  directing the Escrow Agent (1) to disburse the Escrow Funds, at which
time the Escrow  Agent shall wire the Escrow  Funds to the  Company,  and (2) to
release via D.W.A.C.  to the Investor the shares of the Company's  Common Stock.
In disbursing such funds and releasing such shares of Common Stock, Escrow Agent
is authorized to rely upon such Joint Written Direction from the Company and the
Investor 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 has
on file.

         b. 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.

         c. 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. DEPOSIT 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. 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

                                      -3-

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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.

         b. 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
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


                                       -4-

<PAGE>


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  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,  and Escrow
Agent is hereby  authorized  to pay such fees and  expenses  from  funds held in
escrow.

         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

                                      -5-
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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  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
Investor  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 and 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

                                      -6-
<PAGE>


resignation  or  removal  of  the  Escrow  Agent  shall  be  independent  of any
obligation of Escrow Agent.

      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.


                                      -7-

<PAGE>


         b. The Company makes the following  representations  and  warranties to
Escrow Agent, the Investor and Investor's Counsel:

         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. Jack Harper 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 such court lacks federal subject matter  jurisdiction,
the parties  agree that the  Superior  Court of New Jersey,  Chancery  Division,
sitting in 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 (a)
five (5) days after deposit in the United States mails,  by certified  mail with
return receipt requested and postage prepaid, (b) when delivered personally, (c)

<PAGE>


one (1) day after delivery to any overnight courier with proper  instructions to
deliver  by  the  next  business  day,  or (d)  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 3606
                                  Jersey City, New Jersey 07302
                                  Attention: Mark Angelo
                                  Facsimile: (201) 985-8266

If to Escrow Agent, to:           Law Offices of Eric S. Hutner & Associates
                                  1065 Avenue of the Americas, Suite 2100
                                  New York, New York 10018
                                  Attention:        Eric Hutner, Esq.
                                  Telephone:        (212) 391-9235
                                  Facsimile:        (212) 391-9236

If to Company, to:                BSI2000, Inc.
                                  12600 W. Colfax Ave., B410
                                  Lakewood, Colorado 80215
                                  Attention:        Jack Harper, President
                                  Telephone:        (303) 231-9095
                                  Facsimile:        (303) 231-9002

With a copy to:                   Kirkpatrick & Lockhart LLP
                                  201 South Biscayne Boulevard - Suite 2000
                                  Miami, FL 33131-2399
                                  Attention:        Clayton E. Parker, Esq.
                                  Telephone:        (305) 539-3300
                                  Facsimile:        (305) 358-7095

      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.

                                      -9-
<PAGE>


      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, 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.



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                                      -10-
<PAGE>



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

                                   BSI2000, INC.

                                   By:
                                      -------------------------------------
                                   Name:    Jack Harper
                                   Title:   President


                                   CORNELL CAPITAL PARTNERS, LP

                                   By:      Yorkville Advisors, LLC
                                   Its:     General Partner

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


                                   LAW OFFICES OF ERIC S. HUTNER & ASSOCIATES

                                   By:
                                      -------------------------------------
                                   Name:    Eric S. Hutner, Esq.
                                   Title:   Principal





                                      -11-