EXHIBIT 2.3
                         FORM OF FUNDS ESCROW AGREEMENT

         This  Agreement  is dated as of the 29th day of June,  1998  among  The
Recovery  Network,  Inc. (the "Company"),  the parties  identified on Schedule A
hereto,  ("Subscriber"  or  "Subscribers"),  and Grushko & Mittman  (the "Escrow
Agent"):

                              W I T N E S S E T H:

         WHEREAS,  the Company and  Subscriber  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 Subscribers in the  denominations
set forth on Schedule A hereto, against payment therefor; and

         WHEREAS,  the parties hereto require the Company to deliver the Company
Shares, Warrants and other documents against payment therefor, with such Company
Shares,  Warrants,  documents and payment to be delivered to 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 by written agreement among the parties;

                  (b) "Company  Shares"  means common stock of the Company to be
issued to the Subscribers in the amounts designated on Schedule A hereto.

                  (c)  "Warrants"  means common stock  purchase  warrants of the
Company  issued to the  Subscribers  in the  amounts  designated  on  Schedule A
hereto.

                  (d) "Escrowed Payment" means the sum of up to $2,500,000 to be
held in escrow by the Escrow Agent on behalf of the Company and Subscribers.

<PAGE>



                  (e) "Subscription  Agreement" means the Subscription Agreement
to be  entered  into by the  parties  in  reference  to the  Company  Shares and
Warrants, with the exhibits thereto.

                  (f) "Shares Escrow Agreement" means the Escrow Agreement to be
entered into by the parties and referred to in the Subscription Agreement.

                  (g) "Escrowed  Securities"  means the Company Shares,  Company
Warrants and Placement Shares components of the Registration Escrow described in
Section 10.1(iv) of the Subscription Agreement.

                  (h)  "Registration  Funds  Escrow"  means the  portion  of the
Escrowed  Payment  to be held in escrow  pursuant  to  Section  10.1(iv)  of the
Subscription Agreement.

                  (i)  "Placement  Shares"  means  common  stock of the  Company
deliverable  to Placement  Agents as described in Section 6 of the  Subscription
Agreement, and as set forth on Schedule B hereto.

                  (j)  "Placement  Agent   Commissions"  means  the  commissions
payable by the  Company to  Placement  Agents as  described  in Section 6 of the
Subscription Agreement, and as set forth on Schedule B hereto.

                  (k) "Opinion"  means the original  legal opinion  described in
Section 3 of the Subscription Agreement.

                  (l) Collectively,  the Company Shares, Warrants,  Subscription
Agreement signed on behalf of the Company,  Shares Escrow  Agreement,  Placement
Shares,  Placement  Agent  Commissions,  Escrowed  Securities,  and  Opinion are
referred to as "Company Documents."

                  (m)  Collectively,   the  Escrowed  Payment  and  Subscription
Agreement  signed on behalf of the  Subscribers  without  exhibits  thereto  are
referred to as "Subscriber Documents."

         1.2 Entire Agreement.  This Agreement  constitutes the entire agreement
between the parties  hereto  pertaining to the Company  Documents and Subscriber
Documents 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.

                                       -2-

<PAGE>



         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 Subscriber 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, suit or
other  proceeding  arising out of or relating  to this  Agreement  or any action
taken or omitted  hereunder,  waive trial by jury, and waive personal service of
any summons,  complaint or other process and agree that the service  thereof 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.  This fee and other fees
due the Escrow Agent  pursuant to the  Subscription  Agreement  shall be paid by
deduction  from the  Escrowed  Payment,  but only if the balance of the Escrowed
Payment is to be released pursuant to this Agreement.  The Escrow Agent shall be
paid 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.

                                   ARTICLE II

                         DELIVERIES TO THE ESCROW AGENT

         2.1 Delivery of Company Documents to Escrow Agent. On or about the date
hereof, the Company shall deliver to the Escrow Agent the Company Documents.

         2.2 Delivery of Subscriber  Documents to Escrow Agent.  On or about the
date hereof,  the  Subscriber  shall deliver to the Escrow Agent the  Subscriber
Documents  and the Escrowed  Payment  pursuant to the  following  wire  transfer
instructions:
                                       -3-

<PAGE>



                  Citibank, N.A.
                  250 Broadway
                  New York, New York 10007, USA
                  ABA Number: 0210-00089

                  For Credit to:    Grushko & Mittman
                                    IOLA Trust Account
                                    Account Number: 037-45208884

         2.3  Intention to Create Escrow Over Company  Documents and  Subscriber
Documents.  The  Subscriber  and Company  intend that the Company  Documents and
Subscriber  Documents  shall be held in escrow by the Escrow  Agent  pursuant to
this Agreement for their benefit as set forth herein.

         2.4 Escrow Agent to Deliver Company Documents and Subscriber Documents.
The Escrow  Agent shall hold and release the Company  Documents  and  Subscriber
Documents only in accordance with the terms and conditions of this Agreement.


                                   ARTICLE III

              RELEASE OF COMPANY DOCUMENTS AND SUBSCRIBER DOCUMENTS

         3.1 Release of Escrow.  Subject to the  provisions  of Section 4.2, the
Escrow Agent shall  release the Company  Documents and  Subscriber  Documents as
follows:

                  (a) Upon receipt by the Escrow Agent of the Company  Documents
and the  corresponding  Subscriber  Documents,  the Escrow  Agent  will  release
Escrowed Securities and Registration Funds Escrow to the Escrow Agent identified
in the Shares  Escrow  Agreement.  Simultaneously,  the  balance of the  Company
Documents  will  be  released  to  the   Subscribers  and  the  balance  of  the
corresponding  Subscriber  Documents  (less the portion to be  delivered  to the
Escrow Agent  pursuant to the Shares Escrow  Agreement)  will be released to the
Company. The Placement Shares and Placement Agent Commissions (less the portions
to be  delivered to the Escrow Agent  pursuant to the Shares  Escrow  Agreement)
will be delivered to the Placement Agents  identified on Schedule B hereto.  The
Company will provide  written  facsimile or original  instructions to the Escrow
Agent as to the disposition of all funds releasable to the Company.

                  (b) In the event the  Escrow  Agent does not  receive  Company
Documents and the  corresponding  Subscriber  Documents  prior to July 10, 1998,
then the Escrow  Agent will return the Company  Documents  to the  Company,  and
return the Subscriber Documents to the Subscribers.

                                       -4-

<PAGE>



                  (c)  Upon  receipt  by  the  Escrow  Agent  of  joint  written
instructions ("Joint Instructions") signed by the Company and the Subscriber, it
shall deliver the Company Documents and Subscriber  Documents in accordance with
the terms of the Joint Instructions.

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

                                   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:

                  (a) The Subscriber 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 Subscriber or Company is entitled to
receipt of the Company Documents and Subscriber Documents pursuant to, any other
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 the Escrow Agent 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

                                       -5-

<PAGE>



or omitted by Escrow Agent  hereunder in good faith and in  accordance  with the
opinion of such counsel.

                  (b) The  Subscriber  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  rights or powers
conferred  upon Escrow  Agent by this  Agreement.  The  Subscriber  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 fees of outside  counsel and other costs and expenses of 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  Subscriber  and Company  under this  Agreement and to no other
person.

                  (c) The Subscriber and Company  jointly and severally agree to
reimburse the Escrow Agent for its reasonable  out-of-pocket expenses (including
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
Subscriber and the Company.  Prior to the effective  date of the  resignation as
specified in such notice,  the  Subscriber  and Company will issue to the Escrow
Agent a Joint Instruction authorizing delivery of the Notes and Escrowed Payment
to a  substitute  Escrow Agent  selected by the  Subscriber  and Company.  If no
successor Escrow Agent is named by the Subscriber and Company,  the Escrow Agent
may  apply to a court of  competent  jurisdiction  in the  State of New York for
appointment of a successor  Escrow Agent,  and to deposit the Notes and Escrowed
Payment with the clerk of any such court.

                  (e) The  Escrow  Agent  does  not  have  and will not have any
interest in the Company Documents and Subscriber Documents,  but is serving only
as escrow Subscriber, 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  Subscriber  or the  Company,  as the case may be, in any  dispute as to the
disposition  of the Company  Documents and  Subscriber  Documents,  in any other
dispute  between the Subscriber and Company,  whether or not the Escrow Agent is
then holding the Company Documents and Subscriber Documents and continues to act
as the Escrow Agent hereunder.

                                       -6-

<PAGE>



                  (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 Company  Documents and
Subscriber Documents, 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 Company Documents and Subscriber  Documents pending receipt
of a Joint  Instruction  from the  Subscriber  and Company,  or (ii) deposit the
Company  Documents  and  Subscriber   Documents  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  Subscriber  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  Company  Documents  and
Subscriber Documents. The Escrow Agent shall have the right to retain counsel if
it 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 Subscriber and Company
or to  any  other  person,  firm,  corporation  or  entity  by  reason  of  such
compliance.

                                    ARTICLE V

                                 GENERAL MATTERS


         5.1 Termination. This escrow shall terminate upon the release of all of
the Company Documents and Subscriber Documents or at any time upon the agreement
in writing of the Subscriber 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):

                                       -7-

<PAGE>



                  (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   Subscriber,   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.

         5.3  Interest.  The Escrowed  Payment  shall not be held in an interest
bearing account nor will interest be payable in connection therewith.

         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  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

                                       -8-

<PAGE>



intended that all of the rights and  privileges  of the parties  hereto shall be
enforceable to the fullest extent permitted by law.

         5.6  Counterparts/Execution.  This  Agreement  may be  executed  in any
number  of  counterparts  and  by  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.

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

                                        THE RECOVERY NETWORK, INC.
                                        "Company"


                                        By:________________________________



                                        AUSTOST ANSTALT SCHAAN
                                        "Subscriber"


                                        By:________________________________



                                        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 Funds 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:_________________________________


                                        TLG REALTY
                                        "Subscriber"


                                        By:_________________________________



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


                                        ZAKENI LTD.
                                        "Subscriber"


                                        By:________________________________



                                      -10-

<PAGE>



                                        ESCROW AGENT:

                                        GRUSHKO & MITTMAN


                                        By:________________________________


                                      -11-

<PAGE>



                                FUNDS -SCHEDULE A


<TABLE>
<CAPTION>
SUBSCRIBERS                              AGGREGATE                   AGGREGATE                 AGGREGATE
                                         COMPANY SHARES              WARRANTS                  ESCROWED
                                                                                               PAYMENT
---------------------------------------- --------------------------- ------------------------- -----------------------
<S>                                    <C>                         <C>                       <C>        
AUSTOST ANSTALT SCHAAN                   327,869                     30,000                    $750,000.00
7440 Fuerstentum
Lichenstein
Landstrasse 163
Fax: 011-431-534532895
---------------------------------------- --------------------------- ------------------------- -----------------------
BALMORE FUNDS S.A.                       327,869                     30,000                    $750,000.00
P.O. Box 4603
Zurich, Switzerland
Fax: 011-411-201-6262
---------------------------------------- --------------------------- ------------------------- -----------------------
ZAKENI LTD.                              218,579                     20,000                    $500,000.00
c/o Betuvo AG
Baarer Strasse
73 Postsach 2121
6302 ZUG
Switzerland
Fax: 416-638-5023
---------------------------------------- --------------------------- ------------------------- -----------------------
BL SQUARED FOUNDATION                    87,432                      8,000                     $200,000.00
274 Madison Avenue
New York, NY 10016
Tax ID: 13-7104062
Fax: 212-770-3218
---------------------------------------- --------------------------- ------------------------- -----------------------
THE SARGON FUND, L.P.                    65,574                      6,000                     $150,000.00
20 Adele Road
Cedarhurst, NY 11516
Attn: Jennifer Spinner
Tax ID:
Fax: 516-371-6999
---------------------------------------- --------------------------- ------------------------- -----------------------
MARTIN CHOPP                             43,716                      4,000                     $100,000.00
1129 East 22nd Street
Brooklyn, NY 11210
Tax ID: ###-##-####
Fax: 718-854-3342
---------------------------------------- --------------------------- ------------------------- -----------------------
TLG REALTY                               21,858                      2,000                     $50,000.00
c/o Melo
525 West 52nd Street
New York, NY 10019
Fax: 212-974-8315
---------------------------------------- --------------------------- ------------------------- -----------------------
TOTALS                                   1,092,897                   100,000                   $2,500,000.00
======================================== =========================== ========================= =======================
</TABLE>


                                      -12-

<PAGE>


                                FUNDS -SCHEDULE B


PLACEMENT AGENT               PLACEMENT SHARES   PLACEMENT AGENT
                                                 COMMISSIONS
----------------------------- ------------------ --------------------
ELLIS ENTERPRISES LTD.        32,787             $75,000.00
42A Waterloo Road
London, England
NW2 7UF
Fax: 011-441-814509004
----------------------------- ------------------ --------------------
LIBRA FINANCE S.A.            10,929             $25,000.00
P.O. Box 4603
Zurich, Switzerland
Fax: 011-411-201-6262
----------------------------- ------------------ --------------------
TOTALS                        43,716             $100,000.00
============================= ================== ====================


                                      -13-