Ex. 10.2-7


                                  EXHIBIT 10.2
                      FORM OF SUBSCRIPTION ESCROW AGREEMENT



                          Letter of Escrow Instructions



To:
                  Corporate Trust/Agency Administration





         Win or Lose Acquisition Corporation - Subscription Escrow,
         __________________ Bank Escrow No. ___________

         The  undersigned  will  cause  to  be  delivered,   to   _____________,
hereinafter  called  Escrow  Agent,  the papers,  money or property  hereinafter
described  to be held and  disposed of by Escrow  Agent in  accordance  with the
following  instructions and upon the terms and conditions hereinafter set forth,
to which the undersigned agree:

1.       ESCROW PURPOSE:

1.1      This escrow is a single party clearing and holding  escrow  established
         by Win or Lose Acquisition  Corporation,  of Clearwater,  Florida, (the
         "Company"). There are no other parties to this escrow.

1.2      The purpose of this escrow is to receive,  clear and hold  subscription
         payments  ("Subscription  Funds") from certain persons  ("Subscribers")
         who subscribe to purchase up to 500,000  shares of the $0.001 par value
         common stock ("Common Stock") of the Company.  The Common Stock will be
         offered  to the public at a price of $0.25 per share for a period of 90
         days  commencing  on  _____________  and ending on  _____________  (the
         "Termination Date"). The offering will be conducted on a "best-efforts,
         all nor none basis"  pursuant to an  effective  registration  statement
         under the Securities Act of 1933 (Registration No. 333-___________).

1.3      The  Company  reserves  the right to close the escrow at any time after
         the receipt of  subscriptions  for 500,000 shares of Common Stock,  but
         shall not be obligated to do so. The Company also reserves the right to
         terminate  the  offering  and  instruct  the escrow agent to return the
         Subscription Funds to the Subscribers.

2.       ESCROW DEPOSITS:

2.1      The Escrow Deposits will be in the form of checks,  bank wire transfers
         and other  instruments  of  payment  in favor of  "____________  Bank -
         Subscription Escrow Agent for Win or Lose Acquisition Corporation."

2.2      The  Subscribers  will deliver checks and other  instruments of payment
         directly  to  Escrow  Agent  together  with  manually  signed  original
         Subscription Agreements and such other documents as may be necessary to
         establish the  Subscriber's  name,  address and social security number,
         and  number of shares  subscribed  to the  satisfaction  of the  Escrow
         Agent. In accordance with Rule 15c2-4 under the Securities Exchange Act
         of 1934, the Company agrees to deliver any  subscription  documents and
         instruments  of payment  received by it to the Escrow  Agent by noon of
         the next business day after receipt thereof

2.3      The Escrow  Agent shall accept  deposits to the Escrow  Account for the
         entire offering period, without reference to the amount of Subscription
         Funds then on deposit therein. The Subscription Funds on deposit in the
         Escrow  Account  shall not become the property of the Company until the
         Escrow  Agent  has  received  and  cleared  subscriptions  for at least
         $125,000. Upon deposit, however, all Subscription Funds will be subject
         to the  terms  of this  Agreement.  The  Subscription  Funds  are to be
         invested    by    Escrow    Agent    from    time    to   time   in   a
         ________________________________ account without further instruction.


<PAGE>



2.4      Any checks or other instruments of payment that have been presented for
         payment  and have been  dishonored  are to be  presented  for payment a
         second time. Any checks or other  instruments of payment that have been
         dishonored twice are to be immediately returned to the Subscriber, with
         copies to the Company.

3.       ESCROW DISBURSEMENTS:

3.1      In the event the Escrow  Agent has not  received and cleared a total of
         $125,000 in Subscription  Funds on the Termination Date, or the Company
         has not  delivered  to the Escrow  Agent a  certificate  that all other
         conditions  precedent  to  the  sale  of the  Common  Stock  have  been
         satisfied,  the Escrow Agent shall promptly  refund to each  Subscriber
         the Subscription Funds submitted on his behalf, together with interest,
         if  any,  earned  on  such  Subscription  Funds  during  the  time  the
         Subscription   Funds  have  been   collected   and  are  available  for
         investment.  Escrow Agent shall  distribute the interest  earned on the
         Escrow Account to the Subscriber, pro rata, according to the amount and
         date of each deposit.  Notwithstanding  the foregoing,  the Subscribers
         are not parties to this Escrow. No checks,  funds or other property are
         to be  disbursed  to any  Subscriber  except  in  accordance  with  the
         provisions of this Section 3.

3.2      If the collected  Subscription  Funds on deposit in the escrow are more
         than $125,000 on the Termination Date, the Escrow Agent shall prepare a
         summary  compilation that identifies each  Subscriber,  states the date
         when the  Subscription was received by the Escrow Agent, and states the
         number of shares of common stock subscribed for. The Company shall then
         promptly review the compilation prepared by the Escrow Agent and reject
         sufficient  subscriptions  to eliminate  any excess  subscriptions  and
         reduce the total  Subscription  Funds to exactly $125,000.  The Company
         reserves the right to partially reject subscriptions and shall endeavor
         to reject subscriptions in a manner reasonably  calculated to result in
         an even  distribution of its Common Stock among the Subscribers.  After
         completing  this process,  the Company shall prepare a definitive  list
         that  identifies  each  Subscriber  and  states the number of shares of
         Common Stock that will be sold to such Subscriber.

3.3      Upon  receipt  of the  definitive  subscription  list  prepared  by the
         Company,  Escrow Agent shall promptly remit to each  Subscriber who has
         submitted a  subscription  that was rejected in whole or in part by the
         Company any excess Subscription Funds attributable to his Subscription,
         together with interest during the time the Subscription Funds have been
         collected and are available for investment.

3.2      When the  Company has  rejected  any excess  subscriptions,  the excess
         Subscription  Funds have been refunded to the  Subscribers,  the Escrow
         Agent has retained  exactly  $125,000 in  Subscription  Funds,  and the
         Company  has  delivered  to the  Escrow  Agent a  certificate  that all
         conditions  precedent  to  the  sale  of the  Common  Stock  have  been
         satisfied,  the Escrow Account shall close and all of the funds then on
         deposit  in the Escrow  Account  shall then be  promptly  and  directly
         transferred to the Rule 419 escrow that has been created by the Company
         and the Escrow Agent pursuant to an agreement of even date.

4.       NO MODIFICATION:

4.1      After  the  deposit  of  any  Subscription   Funds  or  checks,   these
         instructions shall not be modified, rescinded or amended.

5.       TERMINATION OF ESCROW:

5.1      This Escrow shall terminate on ________________.  On the termination of
         this Escrow all  Subscription  Funds shall be  disbursed  in the manner
         described  above.  In no event will the  Escrow  Agent be  required  to
         disburse its own funds or any uncollected funds.

6.       GENERAL PROVISIONS:

6.1      All parties  understand and agree that Escrow Agent is not a principal,
         participant,   or  beneficiary  of  the  underlying   transaction  that
         necessitates  this Agreement.  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 acting or refraining from acting
         on any instrument  believed by it to be genuine and to have been signed
         or  presented  by  the  proper  party  or  parties,   their   officers,
         representatives or agents. The Escrow Agent shall not be liable for any
         action  taken or omitted by it 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 its counsel.  Escrow Agent shall be responsible  for
         holding,  investing and disbursing the Escrowed  Assets pursuant to the
         Agreement,  but in no  event  shall  be  liable  for any  exemplary  or
         consequential damages in excess of Escrow Agent's fee hereunder.

6.2      Unless  otherwise  provided  herein,  the Escrow Agent shall accept the
         Escrowed Assets pursuant to the Agreement and invest such assets at the
         written request of the parties hereto specifying with  particularity or
         by  accompanying  schedule  the type and  identity  of the assets to be
         deposited.  Acceptance of the Escrowed  Assets shall be communicated by
         Escrow Agent to parties by account statement or otherwise in writing as
         soon as practicable after receipt, and any discrepancies shall be noted
         to Escrow  Agent by the parties in writing  within forty five (45) days
         of  receiving  such  communication.  Failure to note any  discrepancies
         shall be deemed  confirmation  of the  description  of Escrowed  Assets
         listed on the report  regardless  of any  variations  from the original
         schedule. Any request to invest assets shall be in writing or facsimile
         and specify the type of investment to be made,  the maturity  date, and
         the  principal  amount to be  invested.  The Escrow  Agent shall not be
         liable  for  delay  or  failure  to  invest   funds   without   written
         instructions  or for losses on any  investments  made by it pursuant to
         and in compliance with such instructions.

6.3      Should any controversy  arise between the  undersigned  with respect to
         this  Escrow  Agreement  or with  respect to the right to  receive  the
         Escrowed  Assets,  Escrow Agent shall have the right to consult counsel
         and/or to  institute a bill of  interpleader  in any court of competent
         jurisdiction to determine the rights of the parties. In the event it is
         a party to any dispute, Escrow Agent shall have the additional right to
         refer such controversy to binding  arbitration.  Should such actions be
         necessary,  or should Escrow Agent become involved in litigation in any
         manner  whatsoever on account of this Escrow  Agreement of the Escrowed
         Assets  made  hereunder,  the  undersigned  hereby  bind  and  obligate
         themselves,  their heirs and legal representatives to pay Escrow Agent,
         in addition to any charge made  hereunder  for acting as Escrow  Agent,
         reasonable  attorney's  fees  incurred by Escrow  Agent,  and any other
         disbursements,  expenses,  losses, costs and damages in connection with
         and resulting from such actions.

6.4      The Escrow  Agent  shall have no  liability  under,  or duty to inquire
         beyond the terms and provisions of the Agreement, and it is agreed that
         its duties are purely  ministerial in nature, and that the Escrow Agent
         shall incur no liability  whatsoever  except for willful  misconduct or
         gross  negligence  so long as it has acted in good  faith.  The  Escrow
         Agent shall not be bound by any modification,  amendment,  termination,
         cancellation,  rescission  or  supersession  of this  Escrow  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.

6.5      The Escrow  Agent may at any time resign  hereunder  by giving  written
         notice of its resignation to the other parties hereto, at their address
         set forth  herein,  at least ten (10) days prior to the date  specified
         for such  resignation  to take effect,  and upon the effective  date of
         such  resignation,  the Escrowed Assets hereunder shall be delivered to
         such person as may be designated in writing by the appropriate  parties
         executing  this  Escrow  Agreement,  whereupon  all the Escrow  Agent's
         obligations  hereunder  shall cease and  terminate.  The Escrow Agent's
         sole responsibility  until such termination shall be to keep safely all
         Escrowed  Assets and to deliver the same to a person  designated by the
         appropriate  parties  executing this Escrow  Agreement or in accordance
         with  the  directions  of a final  order  or  judgment  of a  court  of
         competent jurisdiction.

6.6      The  parties  agree to  indemnify,  defend  and hold the  Escrow  Agent
         harmless from and against any and all loss, damage,  tax, liability and
         expense that may be incurred by the Escrow  Agent  arising out of or in
         connection   with  its  acceptance  or  appointments  as  Escrow  Agent
         hereunder, including costs and expenses of defending itself against any
         claim or liability in connection with its performance hereunder.

6.7      The parties  jointly and severally agree to pay to the Escrow Agent its
         fees for the  services  rendered  pursuant  to the  provisions  of this
         Escrow  Agreement and will  reimburse  the Escrow Agent for  reasonable
         expenses,  including reasonable  attorney's fees incurred in connection
         with the  negotiations,  drafting  and  performance  of such  services.
         Except as otherwise noted, this fee covers account  acceptance,  set up
         and   termination   expenses;   plus   usual  and   customary   related
         administrative services such as safekeeping,  investment and payment of
         funds  specified  herein  or  in  the  exhibits  attached.   Activities
         requiring excessive  administrator time or out-of-pocket  expenses such
         as optional  substitution  of collateral or securities  shall be deemed
         extraordinary  expenses for which related costs,  transaction  charges,
         and additional fees will be billed at Escrow Agent's  standard  charges
         for such items. A fee schedule has been provided to all parties to this
         Escrow.

6.8      The  parties  warrant  to the Escrow  Agent that there are no  Federal,
         State  or  local  tax  liability  or  filing  requirements   whatsoever
         concerning  the  Escrow  Agent's  actions  contemplated  hereunder  and
         warrant and  represent to the Escrow Agent that the Escrow Agent has no
         duty to  withhold  or file any  report of any tax  liability  under any
         Federal of State  income tax,  local or State  property  tax,  local or
         State sales or use taxes, or any other tax by any taxing authority. The
         parties  hereto  agree to jointly and  severally  indemnify  the Escrow
         Agent fully for any tax  liability,  penalties or interest  incurred by
         the Escrow Agent  arising  hereunder  and agree to pay in full any such
         tax  liability  together with penalty and interest if any tax liability
         is  ultimately  assessed  against the Escrow  Agent for any reason as a
         result  of  its  action  hereunder   (except  for  the  Escrow  Agent's
         individual income tax liability arising from its income fees).

6.9      The Escrow  Agent shall have no  liability  for loss  arising  from any
         cause beyond its control, including, but not limited to, the following:
         (a) the act, failure or neglect of any agent or correspondent  selected
         by the  Escrow  Agent or the  parties  hereto;  (b) any  delay,  error,
         omission or default  connected  with the  remittance of funds;  (c) any
         delay,  error,  omission  or default of any mail,  telegraph,  cable or
         wireless  agency or operator;  (d) the acts or edicts of any government
         or governmental agency or other group or entity exercising governmental
         powers.

6.10     This Escrow  Agreement shall be governed by and construed in accordance
         with the laws of the State of  Florida.  The parties  hereto  expressly
         waive such  duties and  liabilities,  it being  their  intent to create
         solely an agency  relationship and hold the Escrow Agent liable only in
         the event of its gross  negligence  or willful  misconduct  in order to
         obtain the lower fee schedule rates as specifically negotiated with the
         Escrow Agent.

7.       NOTICES:

7.1      All  notices,  demands,  requests  or  payments  provided  for or given
         pursuant  to this  Escrow  must be in  writing or  facsimile.  All such
         notices  shall be  deemed  to have  been  properly  given or  served by
         personal  delivery or by depositing  the same in the United States mail
         addressed to the person  entitled to receive such notice at the address
         set forth below.

         To the Company:
                Sally A. Fonner, President
                Win or Lose Acquisition Corporation
                1612 North Osceola
                Clearwater, Florida 33755


         To the Escrow Agent:
                 ___________________ Bank, N.A.
                Corporate Trust/Agency Administration

7.2      All notices shall be effective when received.

       Approved and accepted by the Parties this ________ day of December, 2000.


Win or Lose Acquisition Corporation                 _________________ Bank, N.A.






By:                                       By:
   ----------------------------              -----------------------------
     Sally A. Fonner, President              (Name and Title of Signatory)