PROCEEDS  ESCROW  AGREEMENT

   PROCEEDS  ESCROW  AGREEMENT ("Agreement") dated as of ______________________,
2004,  by  and  between  Denali  Concrete  Management,  Inc.,  Inc.,  a  Nevada
corporation  (the "Company") and Escrow Specialists of Salt Lake City, Utah (the
"Escrow  Agent").

                          W  I  T  N  E  S  S  E  T  H
                           -  -  -  -  -  -  -  -  -  -

     WHEREAS,  the Company intends to engage in a private offering of certain of
its  securities  (the "Offering"), which Offering contemplates minimum aggregate
offering  proceeds  of  $50,000  and  maximum  aggregate  offering  proceeds  of
$200,000;

     WHEREAS,  there  will be deposited into an escrow account with Escrow Agent
from  time  to  time  funds from prospective investors who wish to subscribe for
securities  offered in connection with the Offering ("Subscribers"), which funds
will  be held in escrow and distributed in accordance with the terms hereof; and

     WHEREAS,  the  Escrow Agent is willing to act as an escrow agent in respect
of  the  Escrow Funds (as hereinafter defined) upon the terms and conditions set
forth  herein;

     NOW,  THEREFORE,  for  good  and  valuable  considerations, the receipt and
adequacy  of  which  are  hereby acknowledged by each of the parties hereto, the
parties  hereto  hereby  agree  as  follows:

     1.     Appointment  of Escrow Agent. The Company hereby appoints the Escrow
            ----------------------------
Agent  as  escrow  agent  in  accordance with the terms and conditions set forth
herein,  and  the  Escrow  Agent  hereby  accepts  such  appointment.

     2.     Delivery  of  Escrow  Funds.
             ---------------------------

     (a)     The  Company  shall  deliver  to  the  Escrow  Agent checks or wire
transfers  made  payable  to  the  order of "Escrow Specialists, Denali Concrete
Management,  Inc. Escrow Account" together with the Subscribers mailing address.
The  funds  delivered to the Escrow Agent shall be deposited by the Escrow Agent
into  a  non-interest-bearing  account  designated  "Escrow  Specialists, Denali
Concrete  Management,  Inc.  Escrow Account" (the "Escrow Account") and shall be
held  and  distributed  by the Escrow Agent in accordance with the terms hereof.
The  collected funds deposited into the Escrow Account are referred to herein as
the  "Escrow  Funds."  The  Escrow Agent shall acknowledge receipt of all Escrow
Funds by notifying the Company of deposits into the Escrow Account in the Escrow
Agent's  customary  manner  no  later  than  the next business day following the
business  day  on  which the Escrow Funds are deposited into the Escrow Account.


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     (b)     The  Escrow  Agent  shall have no duty or responsibility to enforce
the collection or demand payment of any funds deposited into the Escrow Account.
If,  for  any  reason,  any  check  deposited  into  the Escrow Account shall be
returned  unpaid to the Escrow Agent, the sole duty of the Escrow Agent shall be
to  return  the  check  to  the  Company.

     3.     Investment  of  the  Escrow Funds. The Escrow Account shall not bear
            ---------------------------------
interest and no other investment of the Escrow Funds shall be made while held by
the  Escrow  Agent.

     4.     Release  of  Escrow  Funds.  The  Escrow  Funds shall be paid by the
            --------------------------
Escrow  Agent  in  accordance  with  the  following:

     (a)     Provided  that the Escrow Funds total at least $50,000 at or before
4:00  p.m.,  Salt  Lake  City  time,  on  ___________________,  2004,  (or
__________________,  2004  if  extended  by the Company by written notice to the
Escrow  Agent  given  on  or  before ______________, 2004), or on any date prior
thereto,  the Escrow Funds (or any portion thereof) shall be paid to the Company
or as otherwise instructed by the Company, within one (1) business day after the
Escrow  Agent  receives  a  written  release notice in substantially the form of
Exhibit A attached hereto (a "Release Notice") signed by an authorized person of
---------  the  Company  and thereafter, the Escrow Account will remain open for
the  purpose  of  depositing  therein  the  subscription  price  for  additional
securities  sold  by  the Company in the Offering, which additional Escrow Funds
shall  be  paid  to  the  Company or as otherwise instructed by the Company upon
receipt  by  the  Escrow  Agent  of  a  Release  Notice  as described above; and

     (b)     if  the  Escrow  Agent  has  not received a Release Notice from the
Company  at  or  before 4:00 p.m. Salt Lake City time, on _______________, 2004,
(or  _______________,  2001  if extended by the Company by written notice to the
Escrow  Agent  given  on  or  before ____________________, 2004), and the Escrow
Funds do not total at least $50,000 at such time and date, then the Escrow Funds
shall  be  returned  to  Subscribers.

In  the  event  that at any time the Escrow Agent shall receive from the Company
written  instructions  signed  by  an  individual who is identified on Exhibit B
                                                                       ---------
attached  hereon  as  a  person  authorized  to  act  on  behalf of the Company,
requesting  the Escrow Agent to refund to a Subscriber the amount of a collected
check  or  other funds received by the Escrow Agent, the Escrow Agent shall make
such  refund  to the Subscriber within one (1) business day after receiving such
instructions.

     5.     Limitation  of Responsibility and Liability of the Escrow Agent.
            ---------------------------------------------------------------
The  Escrow  Agent:

     (a)     shall  not  be liable for any error of judgment or for any act done
or step taken or omitted by it in good faith, or for any mistake of fact or law,


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or  for  anything  which it may do or refrain from doing in connection herewith,
except  its  own  gross  negligence  and  willful  misconduct;

     (b)     shall  be  authorized  to rely upon all written instructions and/or
communications  of  the  non-bank  Party which appear to be valid on their face;

     (c)     shall  have  no  implied obligations or responsibilities hereunder,
nor  shall it have any obligation or responsibility to collect funds or seek the
deposit  of  money  or  property;

     (d)     may  consult  with  legal  counsel of its choice with regard to any
legal  question  arising  in  connection  with  this  duties or responsibilities
hereunder, and shall have no liability or responsibility by reason of any action
it  may  take  or  fail to take in accordance with the opinions of such counsel;

     (e)     acts  hereunder  as  a  depository  only, and is not responsible or
liable  in  any manner whatsoever for the sufficiency, correctness, genuineness,
or  validity of any instrument deposited with it, or with respect to the form or
execution  of  the  same,  or  the  identity, authority, or rights of any person
executing  or  depositing  the  same;  and

     (f)     shall  be  entitled  to  comply  with  any final order, judgment or
decree  of a court of competent jurisdiction, and/or with the consistent written
instructions  from  the  non-bank  Party.

     6.     Costs  and Expenses. The fee of the Escrow Agent is $100.00, receipt
            -------------------
of  which  is hereby acknowledged. In addition, if the Escrow Funds are returned
to  subscribers  under  4(b),  above,  the  Escrow  Agent shall receive a fee of
$_____________  per  check  for  such  service.  The  fee agreed on for services
rendered  hereunder  is  intended  as  full  compensation for the Escrow Agent's
services  as  contemplated  by  this  Agreement;  however, in the event that the
conditions  of  this  Agreement  are not fulfilled, the Escrow Agent renders any
material  service not contemplated by this Agreement, there is any assignment of
interest  in  the  subject  matter  of  this  Agreement,  there  is any material
modification  hereof,  any  material controversy arises hereunder, or the Escrow
Agent  is made a party to or justifiably intervenes in any litigation pertaining
to  this  Agreement  or  the  subject  matter  hereof, the Escrow Agent shall be
reasonably  compensated  for  such  extraordinary expenses, including reasonable
attorneys'  fees, occasioned by any delay, controversy, litigation, or event and
the  same  may  be  recoverable  only  from  the  Company.

     7.     Notices.  All  notices  and  communications  shall be deemed to have
            -------
been  duly  given:  at the time delivered by hand, if personally delivered; when
received,  if  deposited  in  the  mail,  postage prepaid, addressed as provided
below;  when  transmission  is verified, if telecopied; and on the next business
day,  if  timely  delivered  to  an air courier guaranteeing overnight delivery;


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     To  the  Company:       Denali  Concrete  Management,  Inc.

     To  Escrow  Agent:      Escrow  Specialists
                             P.  O.  Box  3287
                             Ogden,  UT  84409
                             Attn:  Dennis  Simpson

Any  party  may change its address by providing written notice of such change to
the  other  parties  hereto.

     8.    Resignation  by  Escrow  Agent. Upon thirty (30) calendar days' prior
           ------------------------------
written  notice  to  the non-bank Party delivered or sent as required above, the
Escrow  Agent  shall  have  the right to resign as escrow agent hereunder and to
thereby terminate its duties and responsibilities hereunder, and shall thereupon
be  released  from these instructions. Upon resignation by the Escrow Agent, the
Escrow  Agent  shall  provide  the  non-bank  Party  with sufficient information
concerning  the  status  of  the  Escrow  Fund to enable the non-bank parties to
provide  the  same  to  a  successor  escrow  agent.

     9.     Termination  of  Escrow  Agreement.  The  Escrow  Agent's
            ----------------------------------
responsibilities  thereunder  shall  terminate  at  such time as the Escrow Fund
shall  have  been  fully disbursed pursuant to the terms hereof, or upon earlier
termination of this escrow arrangement pursuant to written instructions executed
by  the non-bank Party. Such written notice of earlier termination shall include
instruction  to  the  Escrow  Agent  for  the  distribution  of the Escrow Fund.

     10.     Entire  Agreement. This Agreement contains the entire understanding
             -----------------
by  and  among  the  parties  hereto;  there  are  no  promises,  agreements,
understandings,  representations  or warranties, other than as herein set forth.
No  change  or modification of this Agreement shall be valid or effective unless
the  same  is  in  writing  and  is  signed  by  all  of  the  parties  hereto.

     11.     Applicable  Law,  Successors  and  Assigns. This Agreement shall be
             ------------------------------------------
governed  in all respects by the laws of the state of Utah, and shall be binding
upon  and shall inure to the benefit of the parties hereto, and their respective
heirs, executors, administrators, legal representatives, successors and assigns.

     IN  WITNESS  WHEREOF, the parties hereto have caused their respective hands
to  be set hereto with the intention of being bound effective in all respects as
of  the  date  and  year  first  hereinabove  written.

               DENALI  CONCRETE  MANAGEMENT,  INC.,  Inc.

               /s/
               ------------------------
               By:
               Its:  President


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               ESCROW  SPECIALISTS

               /s/
               ---------------------
               By:
               Its:  Owner

                                  EXHIBIT  A
                                  ---------

                                Release  Notice


ESCROW  SPECIALISTS


Gentlemen:


     The  undersigned  hereby  authorize and instruct ESCROW SPECIALISTS, escrow
agent,  to release [$______________] of Escrow Funds from the Escrow Account and
to  deliver  such  funds  as  follows:

             [Insert  Delivery  Instructions]

     IN  WITNESS  WHEREOF,  this  release has been executed on ________________,
2004.

             DENALI  CONCRETE  MANAGEMENT,  INC.,  INC.


             _________________________________
               By:
               Its:  President

                                  EXHIBIT  B
                                   ---------

                            Authorized  Personnel

The  Escrow  Agent  is  authorized  to accept instructions and notices signed or
believed  by  the  Escrow Agent to be signed by any one of the following each of
whom  is  authorized  to  act  on  behalf  of  the  Company:

On  Behalf  of  DENALI  CONCRETE  MANAGEMENT,  INC.

Name          Title          Signature
----          -----          ---------

                             President  /s/
                            ---------------


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