EXHIBIT 10.8
  ESCROW AGREEMENT
                                ----------------


     THIS  ESCROW  AGREEMENT  ("Agreement") is made as of April __, 2002, by and
between  JOHN  VAN  ZYLL, MARVIN STACY and ANN FURLONG (cumulatively "Pledgor"),
Diversified  Product  Inspections,  Inc.  ("Borrower"  or the "Company"), Sofcon
Limited  ("Secured Party") and JOSEPH B. LAROCCO, ESQ., ("Escrow Agent") (singly
a  "Party"  and  cumulatively  the  "Parties").

                              W I T N E S S E T H:

     WHEREAS,  Secured  Party  is making a loan of up to $300,000 to Diversified
Product  Inspections,  Inc.  pursuant  to  the terms of a subscription agreement
("Subscription  Agreement"),  convertible debentures ("Debentures") and security
agreement  ("Security Agreement") dated April of, 2002, whereby 4,000,000 shares
                                                                ---------
of  Diversified  Product  Inspections, Inc. common stock (the "Shares") owned by
Pledgor  are  being  pledged  to  secure  said  loan;  and

     WHEREAS, Pledgor, Borrower and Secured Party have requested that the Escrow
Agent  hold  the  Shares in escrow pursuant to the terms of this Agreement until
either  redemption in full of the Debentures or a default under the Subscription
Agreement,  Debentures  or  Security  Agreement.

     NOW,  THEREFORE,  in  consideration  of  the  covenants and mutual promises
contained  herein  and  other  good  and valuable consideration, the receipt and
legal  sufficiency  of which are hereby acknowledged and intending to be legally
bound  hereby,  the  Parties  agree  as  follows:

                                    ARTICLE 1
                                    ---------

                    TERMS  OF  THE  ESCROW

          1.1  The  Parties  hereby agree to have Joseph B. LaRocco, Esq. act as
Escrow  Agent  whereby  the  Escrow  Agent  shall  hold  the Shares as security.

          1.2  Upon  Escrow Agent's receipt of funds from Secured Party into the
attorney  escrow  account  the  Escrow Agent shall notify Pledgor, of the amount
received.  Pledgor, Borrower and Secured Party, prior to or upon receipt of said
notice  from  the Escrow Agent, shall deliver to the Escrow Agent the following:

(a)     original  stock  certificate(s)  representing  the Shares, with original
stock  powers  signed  with  the  medallion  guarantee,  in  an  amount equal to
4,000,000  shares
(b)     the  original  signed  Debenture(s);
(c)     the  original signed Security Agreement whereby Pledgor is pledging said
Shares  as  security  for  the  loan;
<PAGE>
(d)     the original signed opinion letter from Borrower's counsel acceptable to
Secured  Party  concerning  this  transaction;
(e)     copy of an unsigned opinion letter from Borrower's counsel that would be
sent  to the transfer agent to remove the legend from the Shares in the event of
a  default  under  the  Debentures  or  Security  Agreement;
(f)     copies  of  representation  letters  from  Secured  Party,  Pledgor  and
Borrower;
(g)     copy  of  this  Escrow  Agreement  fully  executed  by  all Parties; and
(h)     copies of signed documentation for an equity line of credit financing in
an  amount  of  not  less  that  $3,000,000;
 (a)  through  (h)  collectively being referred to as the "Escrow Securities and
Documents".

          1.3 Upon Escrow Agent's receipt of the Escrow Securities and Documents
the  Escrow  Agent shall notify Secured Party, Pledgor and the Company in detail
as  to  the  securities  and  documents  received.

          1.4  Upon Secured Party's review, via facsimile, and acceptance of the
Escrow  Securities  and  Documents, Escrow Agent shall immediately wire transfer
the  $100,000  of loan funds per the written instructions of Borrower.  Once the
funds have been wire transferred per Borrower's written instructions, the Escrow
Agent  shall deliver the debentures to the Secured Party and hold the balance of
the  Escrow  Securities  and  Documents  at  his  office.

          1.5  Upon  a  default,  as  defined  anywhere  in  the  Subscription
Agreement,  Debentures  or Security Agreement, Secured Party shall send a notice
of  default  to  Pledgor  with a copy to the Escrow Agent via facsimile.  In the
event  Pledgor  or  Diversified  Product Inspections, Inc. is unable to cure any
default  within  seven  (7)  business days, then Escrow Agent shall release that
number  of  the  Shares  being  held  in  escrow, equal to 130% of the principal
balance  owed on the Debentures, plus accrued but unpaid interest and liquidated
damages,  if  any,  based  on  the 5-day average closing bid price of the common
stock  for  the  five  (5)  trading  days  immediately preceding the third (3rd)
business  day  after  the  Pledgor  receives  written notice of default from the
Secured Party.  Pledgor agrees to forward an additional 200,000 shares of common
stock to Secured Party each calendar week until Secured Party is able to recover
130%  of  the  principal balance owed on the Debentures, plus accrued but unpaid
interest  and  liquidated  damages,  if  any,  net  of  reasonable and customary
broker's commissions and brokerage costs.  After the shares delivered to Secured
Party  have been sold, the Secured Party shall show written documentation of the
net  amount  recovered  and if such amount was insufficient to cover 130% of the
principal  balance  owed on the Debentures, plus accrued but unpaid interest and
liquidated  damages, if any, the Escrow Agent shall release additional shares to
the  Secured  Party  until the Secured Party is able to recover such amount, net
of  customary  brokerage  commissions.  Secured  Party  shall  provide  a weekly
accounting  to  Escrow  Agent  and  Pledgor  of the sales, amounts and brokerage
commissions.  Once  Secured  Party  has  recovered 130% of the principal balance
owed on the Debentures, plus accrued but unpaid interest and liquidated damages,
if  any,  the Secured Party shall return the balance of any Shares to the Escrow
Agent and the Escrow Agent shall return to the Pledgor the balance of any of the
Shares  he  is  holding  in  escrow.
<PAGE>
          1.6  This Agreement may be altered or amended only with the consent of
all  of  the  Parties  hereto.  Should any of the Parties attempt to change this
Agreement  in  a  manner  which,  in  the  Escrow  Agent's  discretion, shall be
undesirable,  the  Escrow  Agent  may  resign  as  Escrow Agent by notifying the
Parties  in  writing.  In  the case of the Escrow Agent's resignation or removal
pursuant  to  the  foregoing,  his  only  duty, until receipt of notice from the
Parties  that  a successor escrow agent has been appointed, shall be to hold and
preserve  the  Escrow  Securities  and  Documents  and  funds  that  are  in his
possession.  Upon receipt by the Escrow Agent of said notice from the Parties of
the  appointment  of  a  successor  escrow agent, the name of a successor escrow
account  and  a  direction  to  transfer the Escrow Securities and Documents and
funds,  the  Escrow  Agent  shall promptly thereafter transfer all of the Escrow
Securities  and  Documents  and  funds  held  in escrow to said successor escrow
agent.  Immediately  after  said transfer of Escrow Securities and Documents and
funds,  the  Escrow Agent shall furnish the Parties with proof of such transfer.
The  Escrow Agent is authorized to disregard any notices, requests, instructions
or  demands  received  by  it  from  the  Parties after notice of resignation or
removal  shall  have  been  given,  unless  the same shall be the aforementioned
notice  from  the  Parties  to  transfer the Escrow Securities and Documents and
funds  to  a successor escrow agent or to return same to the respective Parties.

          1.7  The  Escrow  Agent  shall  be  reimbursed  by the Parties for any
reasonable  expenses  incurred  in  the  event  there  is a conflict between the
Parties  and  the  Escrow  Agent  shall deem it necessary to retain counsel. The
Escrow  Agent shall not be liable for any action taken or omitted by him in good
faith  in  accordance  with  the advice of the Escrow Agent's counsel; and in no
event  shall  the  Escrow  Agent  be liable or responsible except for the Escrow
Agent's  own  gross  negligence or willful misconduct. The Escrow Agent shall be
obligated  only for the performance of such duties as are specifically set forth
herein  and may rely and shall be protected in relying or refraining from acting
on  any  instrument reasonably believed by the Escrow Agent to be genuine and to
have  been signed or presented by the proper Party or Parties.  The Escrow Agent
shall not be personally liable for any act the Escrow Agent may do or omit to do
hereunder  as  the  Escrow Agent while acting in good faith, and any act done or
omitted  by  the  Escrow  Agent  pursuant  to  the  advice of the Escrow Agent's
attorney-at-law  shall  be  conclusive  evidence  of  such  good  faith.

          1.8  The Escrow Agent has made no representations or warranties to the
Company  in  connection with this transaction. The Escrow Agent has no liability
hereunder  to  any Party other than to hold the Shares and funds received by the
Secured Party and to deliver them under the terms hereof. The Escrow Agent shall
have  no  responsibility  at  any  time to ascertain whether or not any security
interest  exists  in  the  Shares  or  any part thereof or to file any financing
statement  under  the  Uniform Commercial Code with respect to the Shares or any
part  thereof.  Each  Party  hereto  agrees  to  indemnify and hold harmless the
Escrow  Agent from and with respect to any suits, claims, actions or liabilities
arising  in  any  way out of this transaction including the obligation to defend
any  legal  action  brought which in any way arises out of or is related to this
Agreement  or  the  investment  being  made  by  Secured  Party.  The  Company
<PAGE>
acknowledges and represents that it is not being represented in a legal capacity
by  Joseph B. LaRocco, and has had the opportunity to consult with its own legal
advisors  prior  to the signing of this Agreement. The Company acknowledges that
the  Escrow Agent is not rendering securities advice to the Company with respect
to  this  proposed transaction.  The Escrow Agent has acted as legal counsel for
the  Secured  Party  and  may  continue  to act as legal counsel for the Secured
Party,  from  time  to  time,  notwithstanding  its  duties  as the Escrow Agent
hereunder.  The  Company consents to the Escrow Agent acting in such capacity as
legal  counsel  for  the  Secured  Party  and  waives  any  claim  that  such
representation  represents  a  conflict  of  interest  on the part of the Escrow
Agent.  The  Company  understands  that  the  Secured Party and Escrow Agent are
relying  explicitly  on  the  foregoing  provisions contained in this Section in
entering  into  this  Agreement.

     1.9     The  Escrow  Agent  is hereby expressly authorized to disregard any
and  all  warnings  given by any of the Parties hereto or by any other person or
corporation,  excepting  only  orders  or process of courts of law and is hereby
expressly authorized to comply with and obey orders, judgments or decrees of any
court.  In case the Escrow Agent obeys or complies with any such order, judgment
or  decree, the Escrow Agent shall not be liable to any of the Parties hereto or
to  any  other  person,  firm  or  corporation  by  reason  of such decree being
subsequently  reversed,  modified, annulled, set aside, vacated or found to have
been  entered  without  jurisdiction.

     1.10     The  Escrow Agent shall not be liable in any respect on account of
the  identity,  authorities  or rights of the Parties executing or delivering or
purporting  to  execute  or  deliver  the  Agreement  or any documents or papers
deposited  or  called  for  hereunder.

     1.11     If the Escrow Agent reasonably requires other or further documents
in  connection  with  this Agreement, the necessary Parties hereto shall join in
furnishing  such  documents.

     1.12     It  is  understood  and  agreed that should any dispute arise with
respect to the delivery and/or ownership or right of possession of the documents
or  the funds held by the Escrow Agent hereunder, the Escrow Agent is authorized
and  directed  in the Escrow Agent's sole discretion (a) to retain in the Escrow
Agent's possession without liability to anyone all or any part of said documents
or  the  funds  until  such  disputes  shall  have been settled either by mutual
written  agreement  of  the  Parties  concerned  or  by a final order, decree or
judgment  of  a  court  of  competent jurisdiction after the time for appeal has
expired and no appeal has been perfected, but the Escrow Agent shall be under no
duty  whatsoever  to  institute or defend any such proceedings or (b) to deliver
the  funds  and  any  other  property  and  documents  held  by the Escrow Agent
hereunder  to  a  state  or  federal  court  having  competent  subject  matter
jurisdiction  and  located  in  the  State of Connecticut in accordance with the
applicable  procedure  therefor.

                                    ARTICLE 2
                                    ---------

                                  MISCELLANEOUS
<PAGE>
          2.1  No  waiver  of  any  breach  of  any covenant or provision herein
contained  shall  be  deemed  a  waiver  of  any  preceding or succeeding breach
thereof,  or  of any other covenant or provision herein contained.  No extension
of  time  for performance of any obligation or act shall be deemed any extension
of  the  time  for  performance  of  any  other  obligation  or  act.

          2.2   Notices.  Any  notices  or  other  communications  required  or
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permitted  to  be given under the terms of this Agreement must be in writing and
will  be  deemed  to  have  been  delivered  (i)  upon  receipt,  when delivered
personally;  (ii) upon receipt, when sent by facsimile (provided confirmation of
transmission is mechanically or electronically generated and kept on file by the
sending  Party); or (iii) one (1) day after deposit with a nationally recognized
overnight  delivery  service,  in  each  case properly addressed to the Party to
receive  the  same.  The addresses and facsimile numbers for such communications
shall  be:

If  to  the  Company  or  Pledgor:

     Diversified  Product  Inspections,  Inc.
     3  Main  Street
     Oak  Ridge,  TN  37830
     Attention:  John  Van  Zyll,  CEO
     Telephone:     865-482-8480
     Facsimile:     865-482-6621

With  a  copy  to:

     Lisa  Temple,  Esq.
     Dunn,  MacDonald  &  Coleman
     1221  First  Tennessee  Plaza
     800  South  Gay  Street
     Knoxville,  TN  37929
     Telephone:     865-525-0505
     Facsimile:     865-525-6001

If  to  the  Investor:

     At  the  address  listed  in  the  Questionnaire.

With  a  copy  to:

     Joseph  B.  LaRocco,  Esq.
     49  Locust  Avenue,  Suite  107
     New  Canaan,  CT  06840
     Telephone:  203-966-0566
     Facsimile:  203-966-0363
<PAGE>
     Each  party  shall provide five (5) business days prior notice to the other
party  of  any  change  in  address,  phone  number  or  facsimile  number.

          2.3  This  Escrow  Agreement  is the final expression of, and contains
the  entire  agreement  between,  the Parties with respect to the subject matter
hereof  and  supersedes  all  prior  understandings  with respect thereto.  This
Escrow  Agreement  may not be modified, changed, supplemented or terminated, nor
may  any obligations hereunder be waived, except by written instrument signed by
the  Parties  to  be  charged  or  by its agent duly authorized in writing or as
otherwise  expressly  permitted  herein.

          2.4.  Whenever  required  by the context of this Escrow Agreement, the
singular  shall  include  the  plural  and masculine shall include the feminine.
This  Escrow  Agreement shall not be construed as if it had been prepared by one
of  the Parties, but rather as if all the Parties had prepared the same.  Unless
otherwise  indicated,  all references to Articles are to this  Escrow Agreement.

          2.5     Pledgor and Borrower acknowledge and confirm that they are not
being  represented  in  a legal capacity by Joseph B. LaRocco, and they have had
the opportunity to consult with their own legal advisors prior to the signing of
this  agreement.

          2.6  The  Parties  hereto  expressly  agree that this Escrow Agreement
shall  be  governed  by,  interpreted  under,  and  construed  and  enforced  in
accordance  of  the  laws  of  the State of Connecticut.  Any action to enforce,
arising  out  of,  or  relating  in  any  way  to, any provisions of this Escrow
Agreement  shall  be brought through the American Arbitration Association at the
designated  locale  of  Stamford,  Connecticut.

          2.7     This  Escrow  Agreement  may  be  executed  in  one  or  more
counterparts,  each  of which shall be deemed an original but all of which shall
constitute  one and the same agreement.  This Escrow Agreement, once executed by
a  Party,  may  be  delivered  to  the  other  Parties  hereto by telephone line
facsimile  transmission  bearing  the  signature of the Party so delivering this
Escrow  Agreement  and  such  copy  shall  be  deemed  and  original.

                [Balance of this page intentionally left blank.]
<PAGE>


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

               PLEDGOR:  JOHN  VAN  ZYLL


               By:__________________________________________

               PLEDGOR:  MARVIN  STACY


               By:__________________________________________

               PLEDGOR:  ANN  FURLONG


               By:__________________________________________


               DIVERSIFIED  PRODUCT  INSPECTIONS,  INC.



               By:  __________________________________
                    John  Van  Zyll,  its  CEO


               SECURED  PARTY:



               By:_________________________________



               JOSEPH  B.  LAROCCO,  ESCROW  AGENT



               By:__________________________________________
                    Joseph  B.  LaRocco,  Esq.