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                                                                    EXHIBIT 10.5


                                ESCROW AGREEMENT

          AGREEMENT dated as of August __, 1996 by and among Institute of
Laboratory Medicine, Inc. n/k/a Specialty Retail Group, Inc., a Delaware
corporation ("SRG"), Peter Sayet, an individual having an address at c/o Howard
Green & Associates, 825 South Bayshore Drive, Miami, FL  33131, Attn.: Howard W.
Green, Esq. ("Sayet"), Howard Green, Esq., an individual having an address at
c/o Howard Green & Associates, 825 South Bayshore Drive, Miami, FL  33131,
("Sayet" and "Green" are referred to as the "Holders") and Littman Krooks &
Roth, P.C., a New York professional corporation (the "Escrow Agent") (SRG, the
Holders and the Escrow Agent are collectively referred to herein as the
"Parties").

                               W I T N E S S E T H

     WHEREAS, SRG, the Holders and certain other parties have entered into an
Agreement of Settlement and Compromise dated as of August __, 1996 (the
"Settlement Agreement") in order to provide for certain payments in full
settlement and discharge of any and all claims arising from a matter entitled
PETER SAYET V. INSTITUTE FOR LABORATORY MEDICINE, INC., ILM ACQUISITION L.P.,
M.P. PARTNERS L.P., ILM ACQUISITION CORPORATION, LSJM PARTNERS, L.P., ILM N
CORPORATION, HEALTHCARE VENTURE MANAGEMENT CORPORATION, SELIG ZISES, GLENN
MEYERS AND LAURENCE LURIE, Case Number 92-03746(10) pending before the Circuit
Court of the Eleventh Judicial District in and for Dade County, Florida (the
"Litigation").

     WHEREAS, pursuant to the Settlement Agreement, SRG has agreed to deliver
twenty five percent (25%) of the Company Proceeds (as defined in the Settlement
Agreement) (the "Escrow Proceeds") to the Escrow Agent.

     NOW, THEREFORE, in consideration of the mutual agreements hereinafter set
forth, the Parties hereto, intending to be legally bound, hereby agree as
follows:

          1.  APPOINTMENT OF ESCROW AGENT.  SRG and Sayet hereby appoint the
Escrow Agent as their agent to hold and to release the Escrow Proceeds on the
terms and conditions hereinafter set forth, and the Escrow Agent hereby accepts
such appointment.  The Parties hereto acknowledge that the Escrow Agent has
acted as, and is, legal counsel to SRG in connection with the Litigation.

          2.  DELIVERY OF THE ESCROW PROCEEDS.  Pursuant to the Settlement
Agreement, Sayet or Green will from time to time deliver to the Escrow Agent,
and the Escrow Agent agrees to accept, the Escrow Proceeds.  The Escrow Agent
shall deposit such Escrow Proceeds in an interest bearing bank account of its
own choosing and any interest earned thereon shall be paid to the party entitled
to the Escrow Proceeds hereunder and the party receiving such interest shall pay
any income taxes thereon.


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          3.  RELEASE AND TERMINATION.

          (a)  Upon either (i) the sale of all Shares (as defined in the
Settlement Agreement) or (ii) the passing of the second anniversary of the
Settlement Agreement, SRG shall give written notice (the "Release Notice") to
Escrow Agent, with a copy to Sayet, to release the Escrow Proceeds to SRG.  In
the event and only in the event that SRG notifies the Escrow Agent that it has
paid the $160,000, pursuant to paragraphs 6 and 7 of the Settlement Agreement,
then the Escrow Agent shall deliver the Escrow Proceeds to the Holders.  In the
event the Escrow Agent delivers to the Holders the Shares of SRG common stock
being held by it under a separate Escrow Agreement of even date herewith, then
the Escrow Agent shall deliver the Escrow Proceeds to SRG.

          (b) When the Escrow Proceeds have been released in accordance with
this Section 3, this Agreement shall terminate and the Escrow Agent shall be
relieved and discharged of all further obligations and responsibilities
hereunder, PROVIDED, HOWEVER, that the indemnification obligations contained in
Section 6 hereof shall survive any such termination.

          4.   DUTIES AND OBLIGATIONS.  It is agreed that the duties and
obligations of Escrow Agent are those herein specifically provided and no other.
Escrow Agent shall not have any liability under, or duty to inquire into, the
terms and provisions of any agreement, other than this Agreement.  The duties of
the Escrow Agent are ministerial in nature and Escrow Agent shall not incur any
liability whatsoever so long as it has acted in good faith except for willful
misconduct or gross negligence.

          Escrow Agent may consult with counsel of its choice and shall not be
liable for any action taken, suffered or omitted by it in accordance with the
advice of such counsel.  Escrow Agent shall not be bound by any modification,
amendment, termination, cancellation, rescission or supersession of this
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 its prior written consent thereto.

          In the event that the Escrow Agent shall be uncertain as to its duties
or rights hereunder or shall receive instructions, claims or demands from any
party hereto which, in its opinion, conflict with any of the provisions of this
Agreement, it shall be entitled to refrain from taking any action and its sole
obligation shall be to keep safely all property held in escrow until it shall be
directed otherwise in writing by the Parties hereto or by a final judgment or
order of a court of competent jurisdiction.

          Escrow Agent shall not incur any liability for following the
instructions herein contained or expressly provided for, or written instructions
given by the Parties hereto.

          Escrow Agent shall not have any responsibility for the genuineness or
validity of any document or other item deposited with it or any liability for
action in


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accordance with any written instructions or certificates given to it hereunder
and believed by it to be signed by the proper parties.

          Escrow Agent shall not be required to institute legal proceedings of
any kind and shall not be required to initiate or defend any legal proceedings
which may be instituted against it in respect of the subject matter of these
instructions.  If it does elect to act, it will do so only if it is indemnified
to its satisfaction against the cost and expense of such defense or initiation.

          5.  RESIGNATION.  Escrow Agent may at any time resign hereunder by
giving written notice of its resignation to the Parties hereto at their address
set forth below, at least 10 days prior to the date specified for such
resignation to take effect, and, upon the effective date of such resignation,
all property then held by Escrow Agent hereunder shall be delivered by it to
such person as may be designated in writing by the Parties hereto, whereupon all
of Escrow Agent's obligations hereunder shall cease and terminate.  If no such
person shall have been designated by such date, all obligations of Escrow Agent
hereunder shall nevertheless cease and terminate.  Escrow Agent's sole
responsibility thereafter shall be to keep safely all property then held by it
and to deliver the same to a person designated by the Parties hereto or in
accordance with the directions of a final order or judgment of a court of
competent jurisdiction.

          6.  INDEMNIFICATION.  SRG and Sayet agree (jointly and severally) to
indemnify, defend and hold Escrow Agent harmless from and against any and all
loss, damage, tax, liability and expense that may be incurred by Escrow Agent
arising out of or in connection with the acceptance of its appointment as Escrow
Agent hereunder, except as caused by its gross negligence or willful misconduct,
including the legal costs and expenses of defending itself against any claim or
liability in connection with its performance hereunder.

          7.  NOTICES.  Any notices and other communications required or
permitted to be sent hereunder shall be in writing and delivered personally,
sent by facsimile, mailed via certified mail, return receipt requested, or
delivered by overnight courier service, and shall be deemed to have been given
upon delivery if delivered personally, by overnight courier or by facsimile, or
three business days after mailing, if mailed by certified mail to the following
address or to such other address as a party may designate to the other in
writing:


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          IF TO SRG TO:

          c/o Building Blocks Inc.
          1720 Post Road East
          Westport, CT 06880
          Attn: Steven Glass

               with a copy to:

          Littman Krooks & Roth, P.C.
          120 West 45th Street
          New York, NY 10036
          Attn: Richard A. Roth, Esq.

          IF TO PETER SAYET:
          c/o Howard Green & Associates
          825 South Bayshore Drive
          Miami, FL  33131
          Attn.: Howard W. Green, Esq.

          IF TO THE ESCROW AGENT:

          120 West 45th Street
          New York, New York  10036
          Attn:  Richard A. Roth, Esq.

or to such other address as any party shall have specified by notice in writing
to the other in compliance with this Section 7.

          8.  BINDING NATURE.  This Agreement shall be binding upon and inure to
the benefit of the Parties hereto and their respective successors, heirs,
executors, administrators and assigns.

          9.  GOVERNING LAW.  This Agreement shall be governed by and
interpreted under the laws of the State of Florida applicable to contracts made
and performed therein without giving effect to the principles of conflict of
laws thereof.

          10.  AMENDMENT.  Any amendment or waiver of the provisions hereof
shall be in writing and shall be signed by the parties against whom such
amendment or waiver is sought to be enforced.

          11.  COUNTERPARTS.  This Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original, but collectively
all of such counterparts shall constitute one and the same agreement.


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          IN WITNESS WHEREOF, the Parties hereto have executed this Escrow
Agreement on the date first above written.



                                   INSTITUTE OF LABORATORY MEDICINE, INC.
                                   (n/k/a Specialty Retail Group, Inc.)




                                   By: /s/ KEVIN R. GREENE
                                       ------------------------------------
                                                       Authorized Officer




                                   /s/ PETER SAYET
                                   ----------------------------------------
                                   Peter Sayet



                                   /s/ HOWARD GREEN
                                   ----------------------------------------
                                   Howard Green, Esq.



                                   LITTMAN KROOKS & ROTH, P.C., Escrow Agent



                                   By:  /s/ RICHARD A. ROTH
                                        -----------------------------------
                                        Richard A. Roth, Esq.


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