EXHIBIT  2.4
 

                        FORM OF SHARES ESCROW AGREEMENT

                  THIS AGREEMENT dated the 29th day of June,  1998,  between The
Recovery  Network,  Inc., a Colorado  corporation (the  "Company"),  the parties
identified  on  Schedule A hereto  (the  "Holder"  or  "Holders")  and Grushko &
Mittman (the "Escrow Agent"):

                              W I T N E S S E T H:

                  WHEREAS,   the  Company  and  Holder  have   entered   into  a
Subscription  Agreement  ("Subscription  Agreement") calling for the sale by the
Company  of  the  Company's   Common  Stock  ("Company   Shares")  and  Warrants
("Warrants")  for the aggregate  purchase  price of $2,500,000 to the Holders in
the denominations set forth on Schedule A hereto, against payment therefor; and

                  WHEREAS,   Section  10.1(iv)  of  the  Subscription  Agreement
requires  the  Company to deposit  the  Registration  Escrow (as  defined in the
Subscription  Agreement) with the Escrow Agent to be held in escrow and released
by the  Escrow  Agent  in  accordance  with the  terms  and  conditions  of this
Agreement; and

                  WHEREAS,  the Escrow Agent is willing to serve as escrow agent
pursuant to the terms and conditions of this Agreement;

                  NOW THEREFORE, the parties agree as follows:

                                    ARTICLE I

                                 INTERPRETATION

         1.1 Definitions.  Whenever used in this Agreement,  the following terms
shall have the following respective meanings:

                  (a)  "Agreement"  means this Agreement and all amendments made
hereto and thereto by written agreement between the parties;

                  (b)  "Registration   Escrow"  means  the  Registration  Escrow
described in Section 10.1(iv) of the Subscription Agreement.

                  (c) "Funds Escrow" means the funds portion of the Registration
Escrow as described in and to be held in escrow pursuant to Section  10.1(iv) of
the Subscription Agreement.

                  (d) "Escrowed  Securities"  means the Company Shares,  Company
Warrants,  Placement  Shares and Placement Agent  Commissions  components of the
Registration Escrow

<PAGE>



described in Sections 6 and  10.1(iv) of the  Subscription  Agreement,  together
with Additional Shares, as defined in Section 9.1(a) of the Registration  Escrow
and the  additional  shares  described in Section  10.1(iv) of the  Subscription
Agreement.

         1.2 Entire  Agreement.  This Agreement  together with the  Subscription
Agreement and  Convertible  Note  constitute  the entire  agreement  between the
parties  hereto  pertaining to the Escrowed  Stock and  Registration  Escrow and
supersedes all prior agreements,  understandings,  negotiations and discussions,
whether oral or written of the parties. There are no warranties, representations
and other  agreements  made by the parties in connection with the subject matter
hereof except as specifically set forth in this Agreement.

         1.3 Extended  Meanings.  In this Agreement words importing the singular
number include the plural and vice versa;  words importing the masculine  gender
include  the  feminine  and  neuter  genders.  The  word  "person"  includes  an
individual,  body  corporate,  partnership,  trustee or trust or  unincorporated
association, executor, administrator or legal representative.

         1.4 Waivers and  Amendments.  This Agreement may be amended,  modified,
superseded,  cancelled, renewed or extended, and the terms and conditions hereof
may be waived,  only by a written  instrument  signed by all  parties or, in the
case of a waiver,  by the party waiving  compliance.  Except as expressly stated
herein,  no delay on the part of any party in  exercising  any  right,  power or
privilege  hereunder shall operate as a waiver thereof,  nor shall any waiver on
the part of any party of any right,  power or privilege  hereunder  preclude any
other or future exercise of any other right, power or privilege hereunder.

         1.5 Headings.  The division of this Agreement into articles,  sections,
subsections  and paragraphs and the insertion of headings are for convenience of
reference only and shall not affect the construction or  interpretation  of this
Agreement.

         1.6 Governing Law. This Agreement shall be governed by and construed in
accordance  with the internal  laws of the State of New York  without  regard to
principles of conflict of laws.

         1.7  Consents  to Service of  Process.  The Company and the Holder each
hereby  irrevocably  consent to the exclusive  jurisdiction of the courts of the
State of New York and of any  federal  court  located  in the State of New York,
each as may have competent  jurisdiction,  in connection with any action, submit
or other  proceeding  arising out of or relating to this Agreement or any action
taken or omitted hereunder, and waive personal service of any summons, complaint
or other  process and agree that the service  hereto may be made by certified or
registered mail directed to such person at such person's  address for purpose of
notice hereunder.

         1.8 Fees.  The  Company  shall pay the Escrow  Agent a fee of $5,000 in
connection with the Escrow Agent's services hereunder. The Escrow Agent shall be
paid by the Company an additional fee of $2,500 (without  apportionment) on each
anniversary of the date of this Agreement upon which the Escrow Agent is holding
any Company Documents or Subscriber Documents.

                                       -2-

<PAGE>

                                   ARTICLE II

                    STOCK TO BE DELIVERED TO THE ESCROW AGENT

         2.1  Delivery of Company's  Stock to Escrow  Agent.  As required  under
Section  10.1(iv) of the  Subscription  Agreement,  the Company and Holder shall
deliver to the Escrow Agent the  Registration  Escrow at or prior to the Closing
Date. Such additional common stock of the Company as is required to be delivered
to the Escrow Agent pursuant to the Subscription Agreement shall be delivered to
the Escrow Agent and shall be a portion of the Registration Escrow.

         2.2 Intention to Create Escrow Over Registration Escrow. The Holder and
Company  intend  that the  Registration  Escrow  shall be held in  escrow by the
Escrow Agent  pursuant to this  Agreement for their  respective  benefits as set
forth herein.

         2.3 Escrow Agent to Hold  Registration  Escrow.  The Escrow Agent shall
hold and release the  Registration  Escrow only in accordance with the terms and
conditions of this Agreement.

                                   ARTICLE III

                         RELEASE OF REGISTRATION ESCROW

         3.1 Subject to the  provisions  of Section  4.2, the Escrow Agent shall
release the Registration Escrow as follows:

                  (a) Upon receipt by the Escrow  Agent of a notice  ("Notice of
Release") signed by a Holder,  reciting that a Holder is entitled to receive all
or part of the Registration Escrow designated on Schedule A hereto in accordance
with the terms of the  Subscription  Agreement,  the Escrow Agent shall promptly
deliver a copy of such  Notice of Release to the  Company.  If the Escrow  Agent
does not receive from the Company within three (3) business days after notice is
given to the Company by the Escrow Agent, a written notice of objection  stating
the reasons for the objection in accordance  with the terms of the  Subscription
Agreement ("Notice of Objection") signed by the Company,  or if the Escrow Agent
shall within such period receive a written consent signed by the Company to such
return,  then the Escrow  Agent  shall  deliver to the Holder that amount of the
Registration  Escrow as is called for in the Notice of  Release;  deliver to the
Company the complementary portion of the Registration Escrow; and deliver to the
Placement Agent the corresponding  portion of the Placement Shares and Placement
Agent  Commissions as described in the  Subscription  Agreement and set forth on
Schedule B hereto.  If the Escrow Agent  receives  Notice of Objection  from the
Company  within  such three (3)  business  day  period,  the Escrow  Agent shall
continue to hold the Registration Escrow until otherwise authorized and directed
to distribute the same pursuant to the provisions of Sections 3.3(c) or 3.3(d).

                                       -3-

<PAGE>

                  (b) Upon receipt by the Escrow  Agent of a notice  ("Notice of
Delivery") signed by the Company stating that the Company is entitled to receipt
of the  Registration  Escrow or any  portion  thereof,  in  accordance  with the
provisions of the Subscription Agreement,  and stating the reasons therefor, the
Escrow  Agent  shall  promptly  send a copy of such  Notice of  Delivery  to the
Holder.  If the Escrow Agent does not receive  from the Holder  within three (3)
business days after notice is given to the Holder by the Escrow Agent, a written
Notice of Objection stating the reasons for the objection in accordance with the
terms of the Subscription Agreement signed by the Holder, or if the Escrow Agent
shall within such period receive a written  consent  signed by the Holder,  then
the Escrow Agent shall deliver the  Registration  Escrow or such portion thereof
to the Company in accordance with the Notice of Delivery,  deliver to the Holder
the  complementary  portion  of the  Registration  Escrow,  and  deliver  to the
Placement Agent the corresponding  portion of the Placement Shares and Placement
Agent  Commissions  described  in the  Subscription  Agreement  and set forth on
Schedule B hereto.  If the Escrow Agent  receives a Notice of Objection from the
Holder within such three (3) day period, then the Escrow Agent shall continue to
hold  the  Registration  Escrow  until  otherwise  authorized  and  directed  to
distribute the same pursuant to the provision of Sections 3.3(c) or 3.3(d).

                  (c)  Upon  receipt  by the  Escrow  Agent  of a joint  written
instruction  (a "Joint  Instruction")  signed by the Company and the Holder,  it
shall deliver the Registration  Escrow in accordance with the terms of the Joint
Instruction.

                  (d)  Upon   receipt  by  the  Escrow  Agent  of  a  final  and
non-appealable  judgment,  order,  decree  or  award  of a  court  of  competent
jurisdiction (a "Court Order"),  the Escrow Agent shall deliver the Registration
Escrow in accordance with the Court Order.  Any Court Order shall be accompanied
by an opinion of counsel for the party  presenting the Court Order to the Escrow
Agent (which  opinion shall be  satisfactory  to the Escrow Agent) to the effect
that the court issuing the Court Order has competent  jurisdiction  and that the
Court Order is final and non-appealable.

         3.2  Acknowledgement of Company and Holder;  Disputes.  The Company and
the  Holder  acknowledge  that the only  terms  and  conditions  upon  which the
Registration  Escrow are to be released are set forth in Section 3 and 4 of this
Agreement.  The Company and the Holder  reaffirm their agreement to abide by the
terms and  conditions  of this  Agreement  with  respect  to the  release of the
Registration Escrow. Any dispute with respect to the release of the Registration
Escrow  shall be resolved  pursuant to Section 4.2 or by  agreement  between the
Company and Holder.

                                   ARTICLE IV

                           CONCERNING THE ESCROW AGENT

         4.1 Duties and Responsibilities of the Escrow Agent. The Escrow Agent's
duties  and  responsibilities  shall  be  subject  to the  following  terms  and
conditions:

                                       -4-

<PAGE>



                  (a) The  Holder  and  Company  acknowledge  and agree that the
Escrow  Agent  (i) shall not be  responsible  for or bound by,  and shall not be
required  to inquire  into  whether  either the Holder or Company is entitled to
receipt of the Registration  Escrow pursuant to, the  Subscription  Agreement or
otherwise;  (ii) shall be obligated  only for the  performance of such duties as
are specifically  assumed by the Escrow Agent pursuant to this Agreement;  (iii)
may rely on and shall be protected in acting or refraining  from acting upon any
written  notice,  instruction,   instrument,   statement,  request  or  document
furnished to it hereunder  and believed by it in good faith to be genuine and to
have been  signed or  presented  by the proper  person or party,  without  being
required to determine the authenticity or correctness of any fact stated therein
or the  propriety or validity or the service  thereof;  (iv) may assume that any
person  purporting  to give notice or make any statement or execute any document
in connection with the provisions  hereof has been duly authorized to do so; (v)
shall not be under any duty to give the property held by Escrow Agent  hereunder
any greater degree of care than Escrow Agent gives its own similar property; and
(vi) may  consult  counsel  satisfactory  to Escrow  Agent,  the opinion of such
counsel to be full and complete  authorization  and protection in respect of any
action taken, suffered or omitted by Escrow Agent hereunder in good faith and in
accordance with the opinion of such counsel.

                  (b) The Holder and Company  acknowledge  that the Escrow Agent
is acting  solely as a  stakeholder  at their  request and that the Escrow Agent
shall not be liable  for any  action  taken by  Escrow  Agent in good  faith and
believed  by  Escrow  Agent to be  authorized  or  within  the  right or  powers
conferred upon Escrow Agent by this Agreement.  The Holder and Company,  jointly
and severally,  agree to indemnify and hold harmless the Escrow Agent and any of
Escrow Agent's partners,  employees,  agents and  representatives for any action
taken or omitted to be taken by Escrow Agent or any of them hereunder, including
the reasonable fees and costs of outside counsel in defending itself against any
claim or liability under this Agreement,  except in the case of gross negligence
or willful misconduct on Escrow Agent's part committed in its capacity as Escrow
Agent under this Agreement. The Escrow Agent shall owe a duty only to the Holder
and Company under this Agreement and to no other person.

                  (c) The Holder and  Company  jointly  and  severally  agree to
reimburse the Escrow Agent for its reasonable  out-of-pocket expenses (including
reasonable  counsel fees)  incurred in connection  with the  performance  of its
duties and responsibilities hereunder.

                  (d) The Escrow  Agent may at any time  resign as Escrow  Agent
hereunder by giving five (5) days' prior written  notice of  resignation  to the
Holder  and the  Company.  Prior to the  effective  date of the  resignation  as
specified in such notice,  the Holder and Company will issue to the Escrow Agent
a  Joint  Instruction  authorizing  delivery  of the  Registration  Escrow  to a
substitute  Escrow  Agent  selected by the Holder and  Company.  If no successor
Escrow Agent is named by the Holder and Company, the Escrow Agent may apply to a
court of competent  jurisdiction  in the state of New York or any federal  court
located in the state of New York for appointment of a successor Escrow Agent.


                                       -5-

<PAGE>

                  (e) The  Escrow  Agent  does  not  have  and will not have any
interest in the Escrowed Stock or  Registration  Escrow,  but is serving only as
escrow holder,  having only  possession  thereof.  The Escrow Agent shall not be
liable for any loss  resulting from the making or retention of any investment in
accordance with this Escrow Agreement.

                  (f) This  Agreement sets forth  exclusively  the duties of the
Escrow  Agent  with  respect to any and all  matters  pertinent  thereto  and no
implied duties or obligations shall be read into this Agreement.

                  (g) The Escrow  Agent shall be permitted to act as counsel for
the  Holder  or the  Company,  as the  case  may be,  in any  dispute  as to the
disbursement  of the  Escrowed  Stock or  Registration  Escrow  or in any  other
dispute between the Holder and Company,  whether or not the Escrow Agent is then
holding the Escrowed  Stock or  Registration  Escrow and continues to act as the
Escrow Agent hereunder.

                  (h) The  provisions  of this  Section  4.1 shall  survive  the
resignation of the Escrow Agent or the termination of this Agreement.

         4.2 Dispute Resolution: Judgments. Resolution of disputes arising under
this Agreement shall be subject to the following terms and conditions:

                  (a) If any dispute  shall arise with respect to the  delivery,
ownership,  right  of  possession  or  disposition  of  the  Escrowed  Stock  or
Registration  Escrow, or if the Escrow Agent shall in good faith be uncertain as
to its duties or rights hereunder, the Escrow Agent shall be authorized, without
liability  to anyone,  to (i)  refrain  from  taking  any  action  other than to
continue to hold the Registration  Escrow pending receipt of a Joint Instruction
from the Holder and Company,  or (ii) deposit the  Registration  Escrow with any
court of  competent  jurisdiction  in the state of New York,  in which event the
Escrow Agent shall give written notice thereof to the Holder and the Company and
shall thereupon be relieved and discharged from all further obligations pursuant
to this  Agreement.  The  Escrow  Agent  may,  but  shall  be  under no duty to,
institute or defend any legal  proceedings which relate to the Escrowed Stock or
Registration  Escrow. The Escrow Agent shall have the right to retain counsel if
Escrow Agent  becomes  involved in any  disagreement,  dispute or  litigation on
account of this  Agreement  or  otherwise  determines  that it is  necessary  to
consult counsel.

                  (b) The Escrow Agent is hereby expressly  authorized to comply
with and obey any Court Order. In case the Escrow Agent obeys or complies with a
Court  Order,  the Escrow Agent shall not be liable to the Holder and Company or
to any other person, firm, corporation or entity by reason of such compliance.

                                       -6-

<PAGE>

                                    ARTICLE V

                                 GENERAL MATTERS

         5.1 Termination. This escrow shall terminate upon the release of all of
the  Registration  Escrow or at any time upon the  agreement  in  writing of the
Holder and Company.

         5.2 Notices.  All notices,  request,  demands and other  communications
required or permitted  hereunder shall be in writing and shall be deemed to have
been received one (1) day after being sent by telecopy  (with copy  delivered by
overnight courier):

                  (a)      If to the Company, to:

                           The Recovery Network, Inc.
                           1411 5th Street, Suite 250
                           Santa Monica, California 90401
                           (310) 393-5749 (Telecopier)


                           With a Copy by telecopier only to:

                           Parker, Chapin, Flattau & Klimpl, LLP
                           Attn: Henry Rothman, Esq.
                           1211 Avenue of the Americas
                           New York, New York 10036
                           (212) 704-6288 (Telecopier)


                  (b)      If to the Holder,  to: the addresses  and  telecopier
                           numbers listed on Schedule A hereto.


                  (c)      If to the Escrow Agent, to:

                           Grushko & Mittman
                           Attorneys at Law
                           277 Broadway, Suite 801
                           New York, New York 10007
                           (212) 227-5865 (telecopier)


or to such other  address as any of them shall give to the others by notice made
pursuant to this Section 5.2.
                                       -7-

<PAGE>



         5.3 Interest.  Within fifteen days after receipt by the Escrow Agent of
the Registration  Escrow, the Registration  Escrow will be deposited and held in
an  interest  bearing  attorney's  trust  account.  Interest  will be payable in
connection  therewith to the party or parties  entitled to receive the principal
of the  Registration  Escrow (but not the  Placement  Agents),  but only if such
party has provided to the Escrow Agent a United States  taxpayer  identification
number,  reasonably requested documents and forms or satisfactory  evidence that
the intended  recipient  is exempt from United  States and local  taxation.  The
Escrow  Agent may deduct from any amount due a party  hereto the maximum  amount
reasonably believed by the Escrow Agent that will be charged to the Escrow Agent
as tax by the United States and local tax authorities.

         5.4 Assignment; Binding Agreement. Neither this Agreement nor any right
or  obligation  hereunder  shall be  assignable  by any party  without the prior
written consent of the other parties  hereto.  This Agreement shall enure to the
benefit of and be binding  upon the parties  hereto and their  respective  legal
representatives, successors and assigns.

         5.5  Counterparts/Execution.  This  Agreement  may be  executed  in any
number of  counterparts  and by the  different  signatories  hereto on  separate
counterparts,  each of which, when so executed, shall be deemed an original, but
all such  counterparts  shall constitute but one and the same  instrument.  This
Agreement may be executed by facsimile transmission.

         5.6  Invalidity.  In the event  that any one or more of the  provisions
contained  herein,  or the  application  thereof  in any  circumstance,  is held
invalid,  illegal, or unenforceable in any respect for any reason, the validity,
legality and  enforceability of any such provision in every other respect and of
the  remaining  provisions  contained  herein  shall not be in any way  impaired
thereby,  it being intended that all of the rights and privileges of the parties
hereto shall be enforceable to the fullest extent permitted by law.

         5.7  Agreement.  Each of the  undersigned  states  that he has read the
foregoing Shares Escrow Agreement and understands and agrees to it.

                                            THE RECOVERY NETWORK, INC.
                                            "Company"


                                            By:________________________________



                                            AUSTOST ANSTALT SCHAAN
                                            "Subscriber"


                                            By:________________________________



                                       -8-

<PAGE>



                                             BALMORE FUNDS S.A.
                                             "Subscriber"


                                             By:________________________________



                                             ESCROW AGENT:

                                             GRUSHKO & MITTMAN



                                             By:________________________________



                                       -9-

<PAGE>



         5.7.  Agreement.  Each of the  undersigned  states that he has read the
foregoing Shares Escrow Agreement and understands and agrees to it.

                                            THE RECOVERY NETWORK, INC.
                                            "Company"


                                            By:________________________________


                                            BL SQUARED FOUNDATION
                                            "Subscriber"


                                            By:________________________________


                                            THE SARGON FUND, L.P.
                                            "Subscriber"


                                            By:_________________________________


                                           ZAKENI LTD.
                                           "Subscriber"


                                            By:________________________________



                                            -----------------------------------
                                            MARTIN CHOPP -"Subscriber"


                                            TLG REALTY
                                            "Subscriber"


                                            By:________________________________



                                      -10-

<PAGE>



                                            ESCROW AGENT:

                                            GRUSHKO & MITTMAN


                                            By:________________________________




                                      -11-

<PAGE>



                               SHARES -SCHEDULE A

<TABLE>
<CAPTION>


SUBSCRIBERS                             REGISTRATION ESCROW               REGISTRATION             REGISTRATION
                                        COMPANY SHARES                    ESCROW                   ESCROW FUNDS
                                                                          WARRANTS
--------------------------------------- --------------------------------  ------------------------ ----------------------
<S>                                   <C>                           <C>                      <C>     
AUSTOST ANSTALT SCHAAN                  Needed: 98,361                    9,000                    $225,000
7440 Fuerstentum                        Short: 42,213
Lichenstein
Landstrasse 163                         Deposited: 56,148
Fax: 011-431-534532895
--------------------------------------- --------------------------------  ------------------------ ----------------------
BALMORE FUNDS S.A.                      Needed: 98,361                    9,000                    $225,000
P.O. Box 4603                           Short: 42,213
Zurich, Switzerland
Fax: 011-411-201-6262                   Deposited: 56,148
--------------------------------------- --------------------------------  ------------------------ ----------------------
ZAKENI LTD.                             Needed: 65,573                    6,000                    $150,000
c/o Betuvo AG                           Short: 28,141
Baarer Strasse
73 Postsach 2121                        Deposited: 37,432
6302 ZUG, Switzerland
Fax: 416-638-5023
--------------------------------------- --------------------------------  ------------------------ ----------------------
BL SQUARED FOUNDATION                   Needed: 26,229                    2,400                    $ 60,000
274 Madison Avenue                      Short: 11,256
New York, NY 10016
Tax ID: 13-7104062                      Deposited: 14,973
Fax: 212-770-3218
--------------------------------------- --------------------------------  ------------------------ ----------------------
THE SARGON FUND, L.P.                   Needed: 19,672                    1,800                    $ 45,000
20 Adele Road                           Short: 8,442
Cedarhurst, NY 11516
Attn: Jennifer Spinner                  Deposited: 11,230
Tax ID:
Fax: 516-371-6999
--------------------------------------- --------------------------------  ------------------------ ----------------------
MARTIN CHOPP                            Needed: 13,114                    1,200                    $ 30,000
1129 East 22nd Street                   Short: 5,628
Brooklyn, NY 11210
Tax ID: ###-##-####                     Deposited: 7,486
Fax: 718-854-3342
--------------------------------------- --------------------------------  ------------------------ ----------------------
TLG REALTY                              Needed: 6,557                     600                      $ 15,000
c/o Melo                                Short: 2,814
525 West 52nd Street
New York, NY 10019                      Deposited: 3,743
Fax: 212-974-8315
--------------------------------------- --------------------------------  ------------------------ ----------------------
TOTALS                                  Needed: 327,867                   30,000                   $750,000
                                        Short: 140,707

                                        Deposited: 187,160
======================================= ================================  ======================== ======================
</TABLE>


                                      -12-

<PAGE>
<TABLE>
<CAPTION>


                               SHARES -SCHEDULE B



PLACEMENT AGENT                         REGISTRATION ESCROW -                       REGISTRATION ESCROW
                                        PLACEMENT SHARES                            -PLACEMENT AGENT
                                                                                    COMMISSIONS
--------------------------------------- ------------------------------------------- ---------------------------------
<S>                                   <C>                                         <C>    
ELLIS ENTERPRISES LTD.                  9,836                                       $22,500
London, England
NW2 7UF
Fax: 011-441-814509004
--------------------------------------- ------------------------------------------- ---------------------------------
LIBRA FINANCE S.A.                      3,279                                       $ 7,500
P.O. Box 4603
Zurich, Switzerland
Fax: 011-411-201-6262
--------------------------------------- ------------------------------------------- ---------------------------------
TOTALS                                  13,115                                      $30,000
======================================= =========================================== =================================
</TABLE>


                                      -13-