ESCROW AGREEMENT IN ACCORDANCE WITH RULE 419

                       UNDER THE SECURITIES ACT OF 1933

     ESCROW  AGREEMENT  dated as of February 28, 2001 (the  "Agreement")  by and
between Britannia Capital Corporation a Delaware corporation (the "Company") and
Adams  Davis  Co.  (the  "Escrow  Agent")   (collectively   the  "Parties"  and,
individually, a "Party").

     The Company,  through its President,  will sell in its public offering (the
"Offering")  up to 1,000,000  units (the  "Units")  each Unit  consisting of one
share of common stock,  par value $.001 (the "Shares") one class A warrant,  one
class B warrant, one warrant, one class C warrant, and on class D warrant.  (the
"Warrants"),  as more fully  described in the  Company's  definitive  Prospectus
 comprising  part of the Company's  Registration
Statement on Form SB-2 (the  "Registration  Statement") under the Securities Act
of  1933,  (the  "Securities  Act")  (File  No. 333-36684) (the "Prospectus").

      The Company  desires that the Escrow  Agent accept all offering  proceeds,
 with no  deductions  for amounts  permitted to be released to the Company under
 Rule 419 to the  Securities  Act ("Rule 419"), a copy of which rule is attached
 hereto and made a part  hereof,  to be derived by the Company  from the sale of
 the  Units  (the  "Offering  Proceeds"),  as  well  as the  share  and  warrant
 certificates  representing the Shares and Warrants, which constitute the Units,
 issued in connection with the Offering,  in escrow, to be held and disbursed as
 hereinafter provided.

      NOW,  THEREFORE,  in  consideration  of the promises and mutual  covenants
 hereinafter set forth, the Parties agree as follows:

 1.   Appointment of Escrow Agent.

      The Company hereby appoints the Escrow Agent to act in accordance with and
 subject to the terms of this  Agreement;  and the Escrow Agent  hereby  accepts
 such appointment and will act in accordance with and subject to such terms.

 2.   Deposit of Offering Proceeds and Share Certificates.

      Subject  to Rule  419,  upon  the  Company's  receipt  and  acceptance  of
 subscriptions and Offering Proceeds,  the Company shall promptly deliver to the
 Escrow Agent such checks in the aggregate amount of the Offering Proceeds drawn
 to the order of the Escrow  Agent or,  alternatively,  in the event that checks
 are drawn to the order of the  Company,  they shall be  endorsed by the Company
 for collection by the Escrow Agent and credited to the Escrow Account.

     All share and warrant  certificates  representing  the Shares and Warrants,
respectively,  issued in connection with the Offering shall also be deposited by
the  Company  directly  into the Escrow  Account  promptly  upon  issuance.  The
identity of the purchasers of the securities  shall be included on the stock and
warrant certificates and other documents evidencing such securities.  Securities
held in the Escrow  Account are to remain as issued and  deposited  and shall be
held for the sole benefit of the  purchasers,  who shall have voting rights with
respect to securities held in their names.  No transfer or other  disposition of
securities held in the Escrow Account or any interest related to such securities
shall be permitted  other than by will or the laws of descent and  distribution,
or pursuant to a qualified  domestic  relations order as defined by the Internal
Revenue Code of 1986 as amended,  or Title 1 of the Employee  Retirement  Income
Security Act and the rules thereunder.

     Warrants held in the Escrow Account may not be exercised  during the period
in which certificates representing the Warrants are held in the Escrow Account.


 <PAGE>

 3.   Disbursement of the Escrow Account.

      Upon  the  earlier  of  (i)  receipt  by  the  Escrow  Agent  of a  signed
 representation  from the Company to the Escrow Agent,  that the requirements of
 Rule  419 have  been  met,  and  consummation  of an  acquisition  meeting  the
 requirements of Rule 419 or (ii) written  notification  from the Company to the
 Escrow  Agent to deliver  the  Offering  Proceeds  to another  escrow  agent in
 accordance  with  Paragraph  4 then,  in such  event,  the Escrow  Agent  shall
 disburse  the Offering  Proceeds  (inclusive  of any  interest  thereon) to the
 Company and the securities to the purchasers or registered  holders  identified
 on the deposited  securities or deliver the Offering Proceeds and securities to
 such other escrow agent,  as the case may be,  whereupon the Escrow Agent shall
 be released from further liability hereunder.

      Notwithstanding the foregoing,  if the Company has not informed the Escrow
 Agent  within 18 months  after the date of the  Prospects  in  writing  that an
 acquisition  meeting the  requirements of Rule 419 has occurred,  funds held in
 the Escrow  Account  shall be returned  by first  class mail or equally  prompt
 means pro rata to the purchasers and all securities  held in the Escrow Account
 shall be returned to the Company within five business days following that date.

 4.   Concerning the Escrow Agent.

      The Escrow  Agent shall not be liable for any actions  taken or omitted by
 it, or any  action  suffered  by it to be taken or omitted by it, in good faith
 and in the exercise of its own best  judgment,  and may rely  conclusively  and
 shall be  protected  in acting  upon any  order,  notice  demand,  certificate,
 opinion or advice of counsel  (including  counsel  chosen by the Escrow Agent),
 statement,  instrument,  report or other paper or document  (not only as to its
 due execution and the validity and effectiveness of its provision,  but also as
 to the truth and acceptability of any information  therein  contained) which is
 believed by the Escrow Agent to be genuine and to be signed or presented by the
 proper person or person.

      The  Escrow  Agent  shall  not be bound by any  notice or  demand,  or any
 waiver,  modification,  termination  or  rescission  of this  Agreement  unless
 evidenced by a writing delivered to the Escrow Agent signed by the proper Party
 or  Parties  and,  if the duties or rights of the  Escrow  Agent are  affected,
 unless it shall have given its prior written consent thereto.

      The Escrow Agent shall not be responsible for the sufficiency or accuracy,
 the form of, or the execution validity, value or genuineness of any document or
 property  received,  held or delivered by it hereunder,  or of any signature or
 endorsement  thereon,  or for  any  lack  of  endorsement  thereon,  or for any
 description therein, nor shall the Escrow Agent be responsible or liable in any
 respect on account of the identity, authority or rights of the person executing
 or delivering or purporting to execute or deliver any document or property paid
 or delivered by the Escrow Agent under the provisions hereof.

 <PAGE>

      The Escrow Agent shall not be liable for any loss which may be incurred by
 reason of any investment of any monies or properties  which it holds hereunder.
 The Escrow  Agent  shall have the right to  assume,  in the  absence of written
 notice to the  contrary  from the proper  person or persons,  that a fact or an
 event by reason of which an action  would or might be taken by the Escrow Agent
 does not exist or has not occurred,  without incurring liability for any action
 taken or omitted,  in good faith and in the exercise of its own best  judgment,
 in reliance upon such assumption.

      The Escrow  Agent shall be  indemnified  and held  harmless by the Company
 from and against any expenses,  including  counsel fees and  disbursements,  or
 loss suffered by the Escrow Agent in connection with any action,  suit or other
 proceeding  involving  any claim,  or in  connection  with any claim or demand,
 which in any way  directly  or  indirectly  arises  out of or  relates  to this
 Agreement,  the  services of the Escrow  Agent  hereunder,  the monies or other
 property held by it hereunder or any such expense or loss.  Promptly  after the
 receipt  by  the  Escrow  Agent  of  notice  of  any  demand  or  claim  or the
 commencement  of any action,  suit or proceeding,  the Escrow Agent shall, if a
 claim in respect  thereof shall be made against the other Parties,  notify such
 Parties in  writing;  but the  failure by the Escrow  Agent to give such notice
 shall not relieve any Party form any liability which such Party may have to the
 Escrow Agent hereunder.  Upon the receipt of such notice,  the Escrow Agent, in
 its sole discretion, may commence an action in the nature of interpleader in an
 appropriate  court to determine  ownership or disposition of the Escrow Account
 or it may deposit the Escrow Account with the clerk of any appropriate court or
 it may retain the Escrow  Account  pending  receipt of a final,  non-appealable
 order of a court having  jurisdiction over all of the Parties directing to whom
 and  under  what  circumstances  the  Escrow  Account  is to be  disbursed  and
 delivered.

     The Escrow  Agent  shall be entitled to  reasonable  compensation  from the
 Company for all services rendered by it hereunder.

      From time to time on and after the date hereof,  the Company shall deliver
 or cause to be  delivered  to the  Escrow  Agent  such  further  documents  and
 instruments  and shall do or cause to be done such  further  acts as the Escrow
 Agent shall reasonably request (it being understood that the Escrow Agent shall
 have no  obligation  to make such  request) to carry out more  effectively  the
 provisions and purposes of this Agreement,  to evidence  compliance herewith or
 to assure itself that it is protected in acting hereunder.

      The Escrow Agent may resign at any time and be discharged  from its duties
 as Escrow Agent  hereunder by its giving the Company at least thirty (30) days'
 prior written notice thereof. As soon as practicable after its resignation, the
 Escrow  Agent  shall turn over to a successor  escrow  agent  appointed  by the
 Company,  all monies and  property  held  hereunder  upon  presentation  of the
 document  appointing the new escrow agent and its acceptance thereof. If no new
 escrow agent is so appointed in the sixty (60) day period  following the giving
 of such notice of resignation,  the Escrow Agent may deposit the Escrow Account
 with any court it deems appropriate.

      The Escrow Agent shall resign and be discharged  form its duties as Escrow
 Agent  hereunder  if so  requested  in  writing  at any  time  by the  Company,
 provided,  however,  that such  resignation  shall become  effective  only upon
 acceptance  of  appointment  by a successor  escrow  agent as  provided  above.
 Notwithstanding  anything herein to the contrary, the Escrow Agent shall not be
 relieved  from  liability  thereunder  for its own gross  negligence or its own
 willful misconduct.

 <PAGE>

    5. Miscellaneous.

     This Agreement  shall for all purposes be deemed to be made under and shall
be construed in accordance with the internal laws of the State of Delaware.

     This Agreement contains the entire agreement of the Parties with respect to
the subject matter hereof and, except as expressly  provided herein,  may not be
changed or modified except by an instrument in writing signed by the Party to be
charged.

     The headings  contained in this  Agreement are for reference  purposes only
and shall not affect in any way the meaning or interpretation thereof.

     This  Agreement  shall be  binding  upon and  inure to the  benefit  of the
respective Parties and their legal representatives, successors and assigns.

     Any notice or other communication  required or which may be given hereunder
shall be in writing and either be delivered  personally or be mailed,  certified
or registered mail,  return receipt  requested,  postage  prepaid,  and shall be
deemed given when so delivered  personally or, if mailed, two (2) days after the
date of mailing.  The Parties may change the persons and  addresses to which the
notices or other  communications  are to be sent by giving written notice to any
such change in the manner provided herein for giving notice.

     WITNESS the execution of this Agreement as of the date first above written.

                              BRITANNIA CAPITAL CORPORATION


                              By: /s/Shane Lowry
                                  ------------------------------
                                  Shane Lowry, President


     This Escrow Agreement is accepted as of the 28th day of February, 2001.

         ADAMS DAVIS CO.

         By:  /s/Robert Cashman
             --------------------------
              Robert Cashman, President