EXHIBIT 10.11
  EXHIBIT F
                                    ---------

                                ESCROW AGREEMENT
                                ----------------

     THIS  ESCROW  AGREEMENT  ("Agreement")  is made as of April __, 2002 by and
between  Diversified  Product  Inspections,  Inc.  (the  "Company"),
________________________  (the  "Investor") and Joseph B. LaRocco, Esq., with an
office  at  49  Locust  Avenue,  Suite  107,  New Canaan, CT 06840 (the  "Escrow
Agent").  Capitalized  terms used but not defined herein shall have the meanings
set  forth  in  the  Transaction  Documents  referred  to  in the first recital.

                              W I T N E S S E T H:

     WHEREAS, the Company will from time to time sell shares of its common stock
(the  "Shares"),  to  the  Investor  upon  terms  as set forth in the Investment
Agreement  and  related  documents  dated  the  date  hereof  (the  "Transaction
Documents")  entered  into  by  the  Company  and  Investor;  and

     WHEREAS,  the Company and the Investor have requested that the Escrow Agent
hold the Shares and funds ("Funds")  being used to purchase the Shares in escrow
pursuant  to  the  terms  of  this  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 receive the Shares and Funds in escrow and
distribute  the  same  as  set  forth  in  this  Agreement.

     1.2     Prior to each Put Notice Date, (i) the Company shall deliver to the
Escrow  Agent  certificates representing the Shares to be issued to the Investor
or  deposit  such  Shares  into  the  account(s)  (with  the  Investor receiving
confirmation  that the Shares are in such account(s)) designated by the Investor
for  the  benefit  of  the  Investor  and (ii) the Investor shall deliver to the
Escrow  Agent  the  Purchase  Price to be paid for such Shares (after receipt of
confirmation  of  delivery  of  such  Shares),  determined as aforesaid, by wire
transfer.  In  the  alternative  to physical delivery of certificates for Common
Stock  to  the  Escrow  Agent,  if  delivery of the Shares may be effectuated by
electronic  book-entry  through  The  Depository  Trust  Company  ("DTC"),  then
delivery  of  the  Shares  pursuant  to  such  purchase  shall, unless requested
otherwise by such Investor, settle by book-entry transfer through DTC by the Put
Notice  Date.  The  parties  agree  to  coordinate  with  DTC to accomplish this
objective.  In  addition, each of the Company and the Investor shall deliver all
documents,  instruments
<PAGE>
and  writings  required  to  be  delivered by either of them to the Escrow Agent
pursuant  to  the  Investment  Agreement  at  or  prior  to  each  Closing.

     The  number  of  Shares  to  be  delivered to the Escrow Agent shall be the
result  of  the  following  formula:

                                 Purchase Amount
                                 ---------------
                                 Purchase Price

     1.3     Prior  to  each  Closing Date the Investor shall wire to the Escrow
Agent  that  amount  necessary  to  purchase  the  Shares on the Closing Date as
required  by  the  Transaction  Documents  (the  "Purchase  Amount").

     1.4     On  each  Closing  Date  the  Escrow Agent shall forward the Shares
being  purchased  to the Investor, per Investor's written instructions, and wire
the  amount  necessary  to  purchase  the  Shares,  pursuant  to the Transaction
Documents,  to  the Company, per the Company's written instructions.  Subject to
the  terms  set  forth in the Transaction Documents, the Investor is required to
purchase  the lesser of (i) the Put Amount set forth in the Put Notice, and (ii)
15%  of  the  aggregate trading volume of the Common Stock during the applicable
Pricing  Period  times (x) 85% of the average of the four (4) lowest closing bid
prices  of  the Company's Common Stock during the specified Pricing Period.  The
Escrow  Agent  shall deduct from the Funds he receives in escrow the sum of $750
on  each  Closing  Date.

     1.5     After  Investor's receipt of a Put Notice, but prior to the related
Closing  Date,  the Investor may authorize the Escrow Agent to release a portion
of the Purchase Amount from escrow to the Company in exchange for a fixed number
of  Shares,  subject  to  the  following  conditions:

          (a)  The  Investor  shall  fill  out  and  sign  a "Partial Release of
          Purchase  Amount and Shares from Escrow" (the "Partial Release Form").
          See  Exhibit  A  attached  hereto.  The Partial Release Form shall set
          forth  the  number of Shares to be released to Investor and the dollar
          amount  the  Escrow  Agent  shall  wire  to  the  Company.

          (b)  The  Partial  Release  Form shall be filled out and signed by the
          Investor  and faxed to the Company and the Escrow Agent prior to 12:00
          p.m.  New  York  City  time.

     The  number  of Shares stated in the Partial Release Form shall be equal to
the  dollar  amount  to  be released divided by 85% of the average of the lowest
closing bid price during that number of Trading Days in the Purchase Period that
have  expired.

     The  Company  and  Investor  agree  that  on  the  related Closing Date, an
adjustment shall be made so that the terms set forth in the Investment Agreement
shall  be  honored with the balance of the Purchase Amount being released to the
Company  and  the balance of Shares owed to Investor being released to Investor.
<PAGE>
     1.6     If  the  Escrow  Agent  does not have the exact number of Shares to
send  Investor,  because of the denominations of the various Share certificates,
the  parties  will  mutually  agree  on  how  to  resolve  the  matter.

     1.7     This  Agreement  may  be  altered  or amended only with the written
consent  of  all  of  the parties hereto.  Should Company 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 Company
and  Investor  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
Company  and Investor that a successor escrow agent has been appointed, shall be
to  hold  and  preserve  the  Shares and Funds that are in his possession.  Upon
receipt  by  the  Escrow  Agent  of said notice from Company and Investor of the
appointment  of a successor escrow agent, the name of a successor escrow account
and  a  direction  to  transfer  the  Shares  and  Funds, the Escrow Agent shall
promptly  thereafter  transfer  all  of  the  Shares  and Funds that he is still
holding  in  escrow,  to  said  successor  escrow agent.  Immediately after said
transfer  of  the  Shares  and Funds, the Escrow Agent shall furnish Company and
Investor  with  proof  of  such  transfer.  The  Escrow  Agent  is authorized to
disregard  any  notices,  requests,  instructions or demands received by it from
Company  or  Investor  after  notice  of  resignation or removal has been given.

     1.8   The  Escrow Agent shall be reimbursed by Company and Investor 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, upon
whose advice the Escrow Agent may rely. The Escrow Agent shall not be liable for
any  action  taken  or  omitted  by  him in good faith 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 has made no representations
or  warranties  to  the  Company in connection with this transaction. The Escrow
Agent  has  no liability hereunder to either party other than to hold the Shares
and  Funds  received by the Investor and to deliver them under the terms hereof.
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 Investor. The Company 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 Investor and
may  continue  to  act  as  legal  counsel  for the Investor, 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 Investor
and  waives any claim that such representation represents a conflict of interest
on  the part of the Escrow Agent.  The Company understands that the Investor and
Escrow  Agent  are  relying  explicitly on the foregoing provisions contained in
this  Section  1.8  in  entering  into  this  Agreement.

     1.9     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
<PAGE>
     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  attorneys-at-law  shall  be  conclusive  evidence  of  such good faith.

     1.10     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.

     1.11     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.

     1.12     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.

     1.13     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

     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  This  Agreement  shall  not  be  assignable.
<PAGE>
     2.3     This  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 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 Agreement, the singular shall
include the plural and masculine shall include the feminine.  This Agreement may
be  executed  in  two  or  more  counterparts, all of which taken together shall
constitute one instrument.  Execution and delivery of this Agreement by exchange
of  facsimile copies bearing the facsimile signature of a party shall constitute
a  valid  and  binding  execution  and delivery of this Agreement by such party.
Such  facsimile  copies  shall  constitute  enforceable  original  documents.

     2.5  The  parties  hereto  expressly  agree  that  this  Agreement shall be
governed  by, interpreted under, and construed and enforced in accordance of the
laws  of  the  State  of Connecticut. The parties agree that any dispute arising
under  or  with  respect to or in connection with this Agreement, whether during
the  term  of  this Agreement or at any subsequent time, shall be resolved fully
and  exclusively  by binding arbitration in accordance with the commercial rules
then  in  force  of  the  American  Arbitration Association with the proceedings
taking  place  in Stamford, Connecticut before a panel of three (3) arbitrators.

     2.6     Any notice required or permitted hereunder shall be given in manner
provided  in  the  Section  headed  "NOTICES"  in the Transaction Documents, the
terms  of  which  are  incorporated  herein  by  reference.

2.7     By  signing this Agreement, the Escrow Agent becomes a party hereto only
for  the  purpose of this Agreement; the Escrow Agent does not become a party to
the  Transaction  Documents.

     2.8     Each party acknowledges and agrees that this Agreement shall not be
deemed  prepared  or  drafted  by  any  one  party.  In the event of any dispute
between  the  parties concerning this Agreement, the parties agree that any rule
of  construction,  to  the  effect  that  any  ambiguity  in the language of the
Agreement  is  to  be  resolved  against  the  drafting  party, shall not apply.

                [BALANCE OF THIS PAGE INTENTIONALLY LEFT BLANK.]
<PAGE>


     IN  WITNESS  WHEREOF, the parties hereto have executed this Agreement as of
the  _____  day  of  April  2002.

     DIVERSIFIED  PRODUCT  INSPECTIONS,  INC.



               By:     ____________________________________
                    Name:     John  Van  Zyll
                    Title:     CEO





               By:    ______________________________________
                    Name:
                    Title:



                    JOSEPH  B.  LAROCCO,  ESCROW  AGENT


               By:
                    Joseph  B.  LaRocco,  Esq.



<PAGE>
                                    EXHIBIT A

            PARTIAL RELEASE OF PURCHASE AMOUNT AND SHARES FROM ESCROW

If  to  the  Company:
     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

With  a  copy  to:
     Joseph  B.  LaRocco,  Esq.
     49  Locust  Avenue,  Suite  107
     New  Canaan,  CT  06840
     Telephone  No.:  203-966-0566
     Telecopier  No.:  203-966-0363

     Each  party  shall provide five (5) business days prior notice to the other
party  of  any  change  in  address,  phone  number  or  facsimile  number.

Pursuant  to the terms of the Escrow Agreement the Investor requests the release
from  escrow  of  __________  shares  of the Company's Common Stock by overnight
delivery  and  authorizes the Escrow Agent to release from escrow $___________ .




                            By:_________________________________________


Note: The number of Shares stated in this PARTIAL RELEASE OF PURCHASE AMOUNT AND
SHARES  FROM  ESCROW  Form  shall  be  equal to the dollar amount to be released
divided  by  85%  of  the lowest closing bid price during that number of Trading
Days  in  the  Purchase  Period  that  have  expired.
<PAGE>