Document is copied.
                                  Exhibit 10.1
                                ESCROW AGREEMENT

         THIS ESCROW AGREEMENT (this "Agreement") is entered into as of the 24th
day of  October,  2000,  by and  among  Roex,  Inc.,  a  California  corporation
("Issuer"),  RH Investments  Corporation  ("Placement  Agent"), and Wells Fargo,
National Association ("Escrow Agent")


                                R E C I T A L S:

         A. Issuer  propose to offer for sale to  subscribers  an  aggregate  of
1,000,000  shares of the  capital  stock of  Issuer,  having  no par value  (the
"Shares") at a price of $6.00 per Share,  payable at the time of subscribing for
a Share.  500,000  shares and the  proceeds  therefrom  shall be subject to this
Agreement.  The payment of $3,000,000  for at least 500,000  Shares will be paid
into the escrow created by this Agreement.

         B.  Issuer  intends to sell the Shares on a  best-efforts  "minimum  or
none"  basis  in a  public  offering  (the  "Offering")  by  delivering  to each
subscriber a Prospectus (the "Prospectus") describing the Offering.

         C.  Issuer  desires  to  establish  an escrow  account  in which  funds
received from subscribers  would be deposited  pending  completion of the period
during  which the Escrow  Account  shall be open (the  "Escrow  Period").  Wells
Fargo, National Association,  serve as Escrow Agent in accordance with the terms
and conditions set forth herein.


                                   AGREEMENT:

         NOW, THEREFORE,  for good and valuable  consideration,  the receipt and
sufficiency  of  which is  hereby  acknowledged,  the  parties  hereby  agree as
follows:

         1. Issuer hereby appoints Wells Fargo, National Association,  as Escrow
Agent and Escrow Agent shall establish an escrow account (the "Escrow  Account")
on  its  books  styled  "Wells  Fargo  Bank\Roex  Escrow"  ("Roex   Subscription
Account").  Commencing upon the execution of this Agreement,  Escrow Agent shall
act as Escrow Agent and hereby  agrees to receive and disburse the proceeds from
the offering of the Shares in accordance with the terms hereof. Issuer agrees to
notify the Escrow Agent  promptly of the closing of the offering and sale of the
Shares.

         2.  Issuer or  Placement  Agent shall  cause all checks  received  from
subscribers for Shares to be promptly deposited into the Escrow Account no later
than 12:00 Noon following the day of receipt of such checks. Issuer or Placement
Agent shall deliver to the Escrow Agent checks of the  subscribers  made payable
to the "Roex Subscription Account" or  endorsed  to the Roex  Subscription
Account.  Any checks that are received by Escrow Agent that are not made payable
or endorsed to the Roex Subscription Account shall be returned to the Issuer.
Issuer or Placement Agent shall furnish to the Escrow Agent at the time of
each deposit

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of the above-mentioned funds a list containing the name of each subscriber,  the
subscriber's  address,  the number of Shares  subscribed for, and receipt of the
Minimum (as described below), the Issuer is aware and understands that it is not
entitled to any proceeds from  subscriptions  deposited  into the Escrow Account
and no amounts  deposited in the Escrow  Account  during the Escrow Period shall
become  the  property  of the Issuer or any other  entity,  or be subject to the
debts of the Issuer or any other entity.

         3. The  Escrow  Period  shall  commence  on the date  hereof  and shall
terminate  ten (10) Business  Days (as defined  below)  following the earlier to
occur of the following dates:

                  (a)      The  date  upon  which  Escrow  Agent  confirms  upon
                           written  request of the Issuer  that it has  received
                           into  the  Escrow   Account   and   collected   gross
                           subscription proceeds from the sale of 500,000 Shares
                           aggregating   $3,000,000  in  deposited   funds  (the
                           "Minimum")  assuming  that,  prior to such date,  the
                           SB-2 Registration  Statement as amended,  File Number
                           333-92299   has  been   declared   effective  by  the
                           Securities and Exchange Commission; or

                  (b)      The "Cessation  Date," which for the purposes of this
                           Agreement  shall  be  January  29,  2001,  except  as
                           extended in writing by the agreement of parties for a
                           period not to exceed an additional sixty (60) days.

                  (c)      The date upon  which a  determination  is made by the
                           Issuer to terminate the Offering prior to the sale of
                           the  Minimum,  as  communicated  to  Escrow  Agent in
                           writing.

                  Upon the occurrence of any of the events described in (a), (b)
or (c) above,  the Escrow Period shall  continue for such ten (10)  Business-Day
period solely for the limited  purposes of collecting  subscribers'  checks that
have been  deposited  prior to such event and  disbursing  funds from the Escrow
Account  as  provided   herein.   Escrow  Agent  will  not  accept  deposits  of
subscribers'   checks  after  notice  that  any  of  the  events   described  in
subparagraphs (a), (b) and (c) has occurred.

                  "Business Day" shall mean a day on which  commercial  banks in
Los Angeles,  California,  are open for the general transaction of business.  If
any action or time for performance pursuant to this Agreement is to occur on any
Saturday,  Sunday or  holiday,  such time for  action  or  performance  shall be
extended to the next Business Day.

         4. The Escrow Agent will deposit the subscribers' checks for collection
and credit the  proceeds to the Escrow  Account to be held by it under the terms
of this Agreement.  Notwithstanding  anything to the contrary  contained herein,
Escrow Agent is under no duty or  responsibility  to enforce  collection  of any
checks  delivered  to  Escrow  Agent  hereunder.  The  Escrow  Agent  hereby  is
authorized to forward each check for  collection and deposit the proceeds in the
Escrow Account.  As an  alternative,  the Escrow Agent may telephone the bank on
which the check is drawn to confirm that the check has been paid.  Additionally,

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to insure that such funds have cleared normal banking  channels for  collection,
Escrow  Agent  is  authorized  to hold for ten (10)  Business  Days  funds to be
released.  Issuer shall immediately reimburse Escrow Agent any monies paid to it
if  thereafter  the  subscriber's  check is returned  unpaid.  Any item returned
unpaid  to the  Escrow  Agent on its first  presentation  for  payment  shall be
returned  to Issuer  and need not be again  presented  by the  Escrow  Agent for
collection.  Issuer agrees to reimburse  Escrow Agent for the cost incurred with
any returned  check.  The Escrow Agent shall not be required to invest any funds
deposited  in the  Escrow  Account  and  shall  in no event  be  liable  for any
investment loss. For purposes of this Agreement,  the term "collected  funds" or
the term "collected" when referring to the proceeds of subscribers' checks shall
mean all  funds  received  by Escrow  Agent  that have  cleared  normal  banking
channels and are in the form of cash

         5. If prior to the Cessation Date,  subscribers' checks in an amount of
at least the Minimum  have been  deposited in the Escrow  Account,  upon request
from,  Escrow Agent will confirm the amounts  collected by it from  subscribers'
checks.  If such  amount is at least equal to the  Minimum,  the may send Escrow
Agent a written notice providing a list of all accepted subscribers,  specifying
the total  amount of their  subscription  to be remitted  to, and  containing  a
request to terminate the Escrow  Period and remit such amount,  less any fees or
other amounts then owing from Issuer to Escrow Agent hereunder, to the Issuer as
promptly as possible,  but in no event later than ten (10)  Business  Days after
such  termination,  by  issuing  its bank  check  payable  to the  Issuer  or by
depositing  such amount  directly into the account of Issuer if maintained  with
Wells Fargo Bank,  National  Association,  as designated in writing by Issuer to
Escrow Agent. The Escrow Period shall not terminate upon receipt by Escrow Agent
of such notice, but shall continue for such (10) Business-Day  period solely for
the limited purposes of collecting  subscribers' checks that have been deposited
prior to Escrow  Agent's  receipt of such notice and  disbursing  funds from the
Escrow  Account as provided  herein.  Escrow  Agent will not accept  deposits of
subscribers' checks after receipt of such notice.

                  If, on the  Cessation  Date,  the Minimum  Amount has not been
deposited with the Escrow Agent and collected,  or if Issuer notifies the Escrow
Agent in writing  that Issuer  elects to  terminate  the Offering as provided in
paragraph 3(c) above,  the Escrow Agent shall then issue and mail one bank check
in the full amount of the escrow  account to the Placement  Agent who will write
and mail checks to the subscribers in the amount of the subscribers'  respective
checks,  without  deduction,  penalty  or expense  to the  subscriber.  For this
purpose,  Placement  Agent  shall  be  authorized  to rely  upon the  names  and
addresses of subscribers as furnished by the Issuer. No subscriber shall be paid
interest with respect to such  deposited  funds.  The purchase money returned to
each subscriber  shall be free and clear of any and all claims of the Issuer and
any of its creditors.  For each  subscription for which the Escrow Agent has not
collected funds but has submitted the  subscriber's  check for  collection,  the
Escrow Agent shall include in its check to the Placement Agent the amount of the
collected  funds  from  such  subscriber's  check  after  the  Escrow  Agent has
collected such funds.  If Escrow Agent has not yet submitted  such  subscriber's
check for  collection,  the Escrow Agent shall promptly  remit the  subscriber's
check directly to the Placement Agent to mail directly to subscriber.

                  At such time as Escrow  Agent shall have made the payments and
remittances  provided in the  Agreement,  the Escrow  Agent shall be  completely
discharged and released of any and all further liabilities and  responsibilities
hereunder.
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         6. As consideration  for its agreement to act as Escrow Agent as herein
described,  Issuer  agrees  to pay the  Escrow  Agent an  administration  fee of
$5,000.00  upon  execution  of this  Agreement,  plus the fees  described on the
attached fee  schedule.  Further,  Issuer  agrees to pay all  disbursements  and
advances  incurred  or made by the  Escrow  Agent in  performance  of its duties
hereunder, including reasonable fees, expenses and disbursements of its counsel,
all in accordance with the attached fee schedule or the other provisions of this
Agreement.  No such fees or reimbursements shall be paid out of or chargeable to
the funds on deposit in the Escrow  Account  until such time as the  Minimum has
been collected.

         If the Issuer  rejects  any  subscription  for which  Escrow  Agent has
already collected funds, the Escrow Agent shall promptly issue a refund check to
the rejected  subscriber in the amount of the subscriber's  check. If the Issuer
rejects any  subscription for which the Escrow Agent has not yet collected funds
but has submitted the subscriber's check for collection,  the Escrow Agent shall
promptly  issue  a  check  in  the  amount  of  the  collected  funds  from  the
subscriber's check to the rejected subscriber after the Escrow Agent has cleared
such funds. If Escrow Agent has not yet submitted a rejected  subscriber's check
for  collection,  the Escrow Agent shall promptly remit the  subscriber's  check
directly to the subscriber.

         7. This Agreement shall automatically terminate upon the earlier of (i)
twenty  (20) days after the  Cessation  Date or (ii)  twenty (20) days after the
date upon  which the  Escrow  Agent has  delivered  the final  portion of Escrow
Account funds pursuant to the terms of this Agreement.

         8. It is understood  that the Escrow Agent reserves the right to resign
as  Escrow  Agent at any  time by  giving  written  notice  of its  resignation,
specifying the effective date thereof, to each other party hereto. Within thirty
(30) days after  receiving  the  aforesaid  notice,  the other  party or parties
hereto  shall  appoint a successor  Escrow  Agent to which the Escrow  Agent may
distribute the property then held hereunder,  less its fees,  costs and expenses
(including counsel fees and expenses) which may remain unpaid at that time. If a
successor  Escrow  Agent  has not  been  appointed  and has  not  accepted  such
appointment  by the end of such  thirty (30) day  period,  the Escrow  Agent may
apply to a court of competent  jurisdiction  for the  appointment of a successor
Escrow Agent and the fees, costs and expenses (including reasonable counsel fees
and expenses) which it incurs in connection with such a proceeding shall be paid
by the Company.

         9. The parties hereto agree that the following provisions shall control
with respect to the rights,  duties,  liabilities,  privileges and immunities of
the Escrow Agent:

                  (a)      Escrow Agent  shall have  no obligation to invest the
                           Escrow Account.

                  (b)      The Escrow Agent shall have no responsibility  except
                           for  the  safekeeping  and  delivery  of the  amounts
                           deposited  in  the  Escrow Account in accordance with
                           this  Agreement. The Escrow Agent shall not be liable
                           for  any  act  done or  omitted to be done under this

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                           Agreement or in connection with the amounts deposited
                           in  the  Escrow  Account,  except  as a result of the
                           Escrow    Agent's   gross    negligence   or  willful
                           misconduct. The Escrow Agent is not a party to nor is
                           it  bound  by, nor need it give  consideration to the
                           terms  of  provisions  of,  even  though  it may have
                           knowledge  of,  (i)  any agreement or undertaking by,
                           between  or  among  the  Issuer and any other  party,
                           except  this  Agreement,  (ii)   any   agreement   or
                           undertaking  that may be evidenced by this Agreement,
                           (iii)  any  other  agreements  that may now or in the
                           future   be   deposited  with  the  Escrow  Agent  in
                           connection  with this  Agreement.  The  Escrow  Agent
                           is not a  party to, is not responsible for, and makes
                           no representation with respect to the offer,  sale or
                           distribution  of  the  Shares   including,   but  not
                           limited   to,   matters  set  forth  in  any offering
                           documents prepared and distributed in connection with
                           the offer, sale and distribution  of the Shares.  The
                           Issuer covenants that it will not commence any action
                           against  the  Escrow   Agent  at  law, in equity,  or
                           otherwise as a result of  any  action  taken or thing
                           done by the Escrow Agent pursuant to this  Agreement,
                           or for any  disbursement  made as authorized   herein
                           upon failure of the Issuer to give the notice  within
                           the times herein prescribed.  The Escrow Agent has no
                           duty  to determine  or  inquire into any happening or
                           occurrence  of  or  of any  performance or failure of
                           performance of the Issuer or of  any other party with
                           respect to  agreements or arrangements with any other
                           party. If any question,dispute or disagreement arises
                           among the parties hereto  and/or any other party with
                           respect to the funds deposited in the Escrow  Account
                           or the proper interpretation of this  Agreement,  the
                           Escrow  Agent shall not be  required to act and shall
                           not  be  held  liable  for  refusal  to act until the
                           question or dispute is settled,  and the Escrow Agent
                           has the absolute right at its discretion to do either
                           or both of the following:

                           (i)      withhold and/or stop all further performance
                                    under this Agreement  until the Escrow Agent
                                    is  satisfied,   by  receipt  of  a  written
                                    document in form and substance  satisfactory
                                    to the Escrow Agent and executed and binding
                                    upon all interested  parties hereto (who may
                                    include the subscribers), that the question,
                                    dispute,  or disagreement had been resolved;
                                    or

                           (ii)     file a suit in  interpleader  and  obtain by
                                    final  judgment,  rendered  by  a  court  of
                                    competent jurisdiction, an order binding all
                                    parties  interested  in the  matter.  In any
                                    such suit, or should the Escrow Agent become
                                    involved   in   litigation   in  any  manner
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                                    whatsoever  on account of this  Agreement or
                                    the Escrow  Account,  the Escrow Agent shall
                                    be entitled  to recover  from the Issuer its
                                    attorneys' fees and costs.

                           The Escrow  Agent  shall  never be required to post a
                           bond in connection with any services  hereunder.  The
                           Escrow  Agent may  consult  with  counsel  of its own
                           choice and shall have full and complete authorization
                           and  protection  for and shall not be liable  for any
                           action  taken or  suffered  by it  hereunder  in good
                           faith and believed by it to be authorized hereby, nor
                           for action taken or omitted by it in accordance  with
                           the advice of such  counsel (who shall not be counsel
                           for the Issuer).

                  (c)      The  Escrow  Agent  shall be  obligated  only for the
                           performance  of such duties as are  specifically  set
                           forth in this  Agreement  and may  rely and  shall be
                           protected  in acting or  refraining  from acting upon
                           any written notice,  instruction or request furnished
                           to it hereunder  and believed by it to be genuine and
                           to have been signed or  presented by the proper party
                           or parties  and to take  statements  made  therein as
                           authorized and correct without any  affirmative  duty
                           of investigation.

                  (d)      The  Issuer  hereby  agrees  to  indemnify the Escrow
                           Agent for, and to hold it harmless against, any loss,
                           liability, or expense (including, without limitation,
                           all legal expenses  incurred  in enforcing any of the
                           provisions   of   this   Agreement  or  otherwise  in
                           connection   herewith)    incurred    without   gross
                           negligence or willful  misconduct on the  part of the
                           Escrow Agent,  arising out of or in  connection  with
                           its entering into this Agreement and carrying out its
                           duties  hereunder,  including  the costs and expenses
                           of defending itself  against  any claim of  liability
                           hereunder  or arising  out of or in  connection  with
                           the sale of the Shares. This covenant  shall  survive
                           the  termination of this Agreement.

                  (e)      The   Escrow   Agent   shall  not  be  bound  by  any
                           modification,  amendment, termination,  cancellation,
                           rescission or supersession  of this Agreement  unless
                           the same shall be in writing and signed by all of the
                           other  parties  hereto  and,  if its duties as Escrow
                           Agent hereunder are affected thereby, unless it shall
                           have given prior written consent thereto.

                  (f)      Escrow  Agent  shall  not be liable  for any  damage,
                           loss,  liability,   or  delay  caused  by  accidents,
                           strikes, fire, flood, war, riot, equipment breakdown,
                           electrical or mechanical failure,  acts of God or any
                           cause which is reasonably  unavoidable  or beyond its
                           reasonable control.
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         10. Notices  required to be sent hereunder  shall be delivered by hand,
sent by an express mail service or sent via United States mail, postage prepaid,
certified, return receipt requested, or via facsimile:
to the following address:

                  If to Placement Agent:    RH Investment Corporation
                                            15760 Ventura Boulevard
                                            Suite 1732
                                            Encino, CA 91436
                                              Attention:     Stuart Greenberg
                                                             Bruce C. Haapala


                  If to Issuer:             Roex, Inc.
                                            2081 Business Center Drive
                                            Suite 185
                                            Irvine, CA 92612
                                              Attention:  Rod Burreson

                  If to Escrow Agent        Wells Fargo Bank, NA
                                            Corporate Trust Services
                                            707 Wilshire Blvd. 17th Floor
                                            Los Angeles, CA   90017
                                              Attention:  Kimberly A. Vann
                                              Phone:  213-614-3352
                                              Fax:   213-614-3355

                  No notice to the Escrow  Agent shall be deemed to be delivered
until actually  received by the Escrow Agent. From time to time any party hereto
may designate an address other than the address listed above by giving the other
parties  hereto  not less than five (5) days  advance  notice of such  change in
address in accordance with the provisions hereof.

         11. This Agreement  shall be construed,  enforced and  administered  in
accordance with the laws of the State of California.

         12. This Agreement may be executed in two or more counterparts,  all of
which when taken  together  shall be considered  one and the same  agreement and
shall  become  effective  when  counterparts  have been signed by each party and
delivered to the other  party,  it being  understood  that both parties need not
sign the same  counterpart.  In the event that any  signature  is  delivered  by
facsimile  transmission,  such  signature  shall  create  a  valid  and  binding
obligation  of the  party  executing  (or on  whose  behalf  such  signature  is
executed) the same with the same force and effect as if such facsimile signature
page were an original thereof.









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EXECUTED on the date first written above.

                                        ISSUER:
                                        Roex, Inc.


                                        By:      /s/ Rodney H. Burreson
                                                 -----------------------
                                        Name:    Rodney H. Burreson
                                        Title:   President

                                        ESCROW AGENT:
                                        Wells Fargo Bank, National Association


                                        By:      /s/ Kimberly A. Vann
                                                 -----------------------
                                        Name:    Kimberly A. Vann
                                        Title:   Trust Officer


                                        PLACEMENT AGENT:
                                        RH Investment Corporation


                                        By:      /s/ Stuart Greenberg
                                                 -----------------------
                                        Name:    Stuart Greenberg
                                        Title:   Managing Director



























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