EXHIBIT 10.3
                        FORM OF RULE 419 ESCROW AGREEMENT




                          Letter of Escrow Instructions



To:
                  Corporate Trust/Agency Administration





         Win   or   Lose   Acquisition    Corporation   -   Rule   419   escrow,
         __________________ Bank Escrow No. ___________

         This Letter of Escrow  Instructions  to ___________  Bank,  hereinafter
called Escrow Agent, shall become immediately and automatically become operative
and effective  upon the  successful  completion of a public  offering of certain
securities  of Win or Lose  Acquisition  Corporation  (the  "Company")  which is
described more fully in the Company's Form S-1 Registration  Statement under the
Securities Act of 1933 (Registration No.  333-___________).  The Company and the
Escrow Agent have previously entered into a Letter of Escrow  Instructions dated
_________________, 2001 which relates to the creation, operation and termination
of the Win or Lose Acquisition Corporation - Subscription Escrow, _________ Bank
Escrow No. ___________ (the "Subscription  Escrow"). The terms and conditions of
the Subscription Escrow are incorporated herein by this reference.

1.       ESCROW PURPOSE:

1.1      This escrow is a single party 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,  hold  and  ultimately
         distribute, in accordance with the terms of this agreement:

         o        The  cash  proceeds  ("Offering  Proceeds")  of the  Company's
                  registered public offering of securities; and

         o        The stock certificates  representing  beneficial  ownership of
                  the  securities  that will be sold to the public and issued as
                  compensation  as a result of the Company's  registered  public
                  offering of securities.

1.3      This escrow agreement constitutes an essential element of the Company's
         proposed  public  offering of securities  and is required by Securities
         and Exchange  Commission Rule 419. The parties to this Agreement shall,
         at all times,  conduct all of their activities relating to the Rule 419
         escrow  created  hereby in strict  compliance  with the  letter and the
         spirit of Rule 419. In the event of any inconsistency between the terms
         of this Agreement and the requirements of Rule 419, the requirements of
         Rule 419 shall have priority.

2.       ESCROW DEPOSITS:

2.1      Upon successful completion of the Company's offering,  the escrow agent
         for the Subscription Escrow, will

         (a)      Prepare a detailed  schedule that  identifies  each person who
                  has purchased shares of the Company's Common Stock, states the
                  number of shares purchased by each  subscriber,  and otherwise
                  complies  with  the  requirements  of  12  CFR  330.1  of  the
                  Regulations of the Federal Deposit Insurance Corporation.; and

         (b)      Directly  transfer  to the Rule  419  escrow  created  by this
                  agreement  all  funds  then  on  deposit  in the  Subscription
                  Escrow, including any interest previously earned thereon.

2.2      As soon as practicable after the successful completion of the Company's
         offering,  the Company will deliver,  or cause to be delivered,  to the
         Escrow  Agent,  Stock  Certificates  representing  the ownership of the
         500,000  shares of common  stock  that have been sold to the  public in
         connection with the Company's public offering of securities.  All stock
         certificates  delivered to the Escrow Agent shall be  registered in the
         name of the owner  thereof and contain  such other  information  as the
         Company and the Escrow Agent deem necessary or desirable to comply with
         the requirements of Securities and Exchange Commission Rule 419 and the
         Regulations of the Federal Deposit Insurance Corporation,  or otherwise
         provide for the  efficient  performance  of the Escrow  Agent's  duties
         hereunder.

2.3      When the Escrow Agent has received the subscription  funds specified in
         Section 2.1 and the stock  certificates  specified  in Section  2.2, it
         shall  examine  the stock  certificates  delivered  by the  Company  to
         confirm that the  information on the stock  certificates  agrees in all
         particulars with the information in the detailed  schedule  prepared by
         the subscription  escrow agent. In the event of any discrepancy between
         the  records of the  subscription  escrow  agent and the records of the
         Company,  the  records  of the  subscription  escrow  agent  shall have
         priority.

2.4      When the Escrow  Agent has  confirmed  the  receipt of $125,000 in cash
         subscription  proceeds,  together with any interest  previously  earned
         thereon,  and confirmed  that the stock  certificates  delivered by the
         Company agree in all  particulars  with the information in the detailed
         schedule  prepared by the  subscription  escrow agent, the Escrow Agent
         shall promptly disburse the sum of Twelve Thousand Five Hundred Dollars
         ($12,500) to the Company.  All  remaining  subscription  funds shall be
         deposited  in the Rule 419 escrow and be treated  for all  purposes  of
         this agreement as the "Escrow Funds."

2.5      When the Company's board of directors  decides to issue all or any part
         of the  500,000  compensation  shares  that have been  included  in its
         registration  statement,   all  Stock  Certificates   representing  the
         ownership  of such shares  shall be  delivered  to the Escrow Agent and
         become subject to the provisions of this  agreement.  All  certificates
         for  compensation  shares  delivered  to  the  Escrow  Agent  shall  be
         registered  in the name of the owner  thereof  and  contain  such other
         information  as the  Company  and the Escrow  Agent deem  necessary  or
         desirable to comply with the  requirements  of Securities  and Exchange
         Commission Rule 419, or otherwise provide for the efficient performance
         of the Escrow Agent's duties hereunder.

2.6      The Escrow  Funds and all stock  certificates  delivered  to the Escrow
         Agent pursuant to Sections 2.2 and 2.5 shall be held and disposed of by
         Escrow Agent in accordance with the following instructions and upon the
         terms and conditions hereinafter set forth.

3.       INVESTMENT OF ESCROW FUNDS:

3.1      The  Escrow  Funds  may  only be  invested  in (i) an  obligation  that
         constitutes  a "deposit" as that term is defined in section 3(1) of the
         Federal   Deposit   Insurance  Act,  (ii)  securities  of  an  open-end
         investment  company registered under the Investment Company Act of 1940
         that holds itself our as a money market fund meeting the  conditions of
         paragraphs (c)(2), (c)(3), and (c)(4) of Rule 2a-7 under the Investment
         Company Act, or (iii)  securities  that are direct  obligations  of, or
         obligations  guaranteed  as to  principal  or  interest  by, the United
         States.

3.2      All interest  earned with respect to the Escrow Funds shall be added to
         the  principal  thereof and treated as Escrow Funds for all purposes of
         this Agreement.

3.3      The Escrow Agent, in consultation with the Company, shall allocated the
         Escrow  Funds in such a manner as will,  in the  judgment of the Escrow
         Agent,  maximize the annual  return on the Escrow  Funds,  maximize the
         amount that is insured by the United  States  and/or  guaranteed  as to
         principal and interest by the United States, and minimize the potential
         for loss of principal through market fluctuations.

3.4      The Escrow Funds,  shall not be invested in any securities  that have a
         scheduled   maturity   of  more  than  six  months  from  the  date  of
         acquisition.

4.       TERMINATION AND DISBURSEMENTS:

4.1      If the  Company  has not  negotiated  a business  combination,  filed a
         post-effective  amendment to its  registration  statement,  completed a
         reconfirmation offering meeting the requirements of Rule 419 and closed
         on the business combination agreement on or before  ___________________
         ("Termination Date") the Escrow Agent shall:

         (a)      Promptly  forward a refund check to each person who  purchased
                  shares of the  Company's  common stock for cash in  connection
                  with  the  original   offering.   Notwithstanding   any  other
                  provision of this  agreement,  the owners of the  compensation
                  shares  referred  to in Section  2.5 shall not be  entitled to
                  participate  in any cash  distributions.  For purposes of this
                  Agreement, all refunds shall be allocated among the purchasers
                  of the  Company's  common  stock on a per share  basis and the
                  Escrow Agent shall not be obligated to separately  account for
                  interest  earned  on the  subscription  escrow.  Instead,  the
                  Escrow  Agent is  specifically  authorized  to  determine  the
                  available  balance  in the  Escrow  Account  and  divide  such
                  balance by 500,000  shares to calculate the amount of cash per
                  share to be distributed to the purchasers. Refund checks shall
                  be rounded up to the  nearest  whole cent and any  overpayment
                  resulting  from such rounding  shall be payable in cash by the
                  Company.

         (b)      Promptly  return all stock  certificates  to the  Company  for
                  cancellation.

         When all stock  certificates  and all Escrow Funds  deposited  with the
         Escrow Agent have been  disbursed in accordance  with the provisions of
         this Section 4.1, the Rule 419 escrow will terminate.

4.2      If  the   Company   negotiates   a   business   combination,   files  a
         post-effective  amendment to its  registration  statement,  completes a
         reconfirmation offering meeting the requirements of Rule 419 and closes
         on the  business  combination  agreement  on or before the  Termination
         Date, the Company shall promptly deliver, or cause to be delivered,  to
         the Escrow Agent:

         (a)      A  copy  of  the   definitive   prospectus   included  in  its
                  post-effective  amendment  and  used in  connection  with  the
                  reconfirmation offering;

         (b)      A  schedule  setting  forth the  identity  of each  person who
                  purchased  shares of the  Company's  common  stock for cash in
                  connection with the original offering;

         (c)      A  schedule  setting  forth the  identity  of each  person who
                  received shares of the Company's  common stock as compensation
                  in connection with the original offering;

         (d)      A copy of each subscription  reconfirmation agreement received
                  from a person who  purchased  shares of the  Company's  common
                  stock for cash in connection with the original offering;

         (e)      A copy of each subscription  reconfirmation agreement received
                  from a person  who  received  shares of the  Company's  common
                  stock  as   compensation   in  connection  with  the  original
                  offering;

         (f)      A  schedule  setting  forth the  identity  of each  person who
                  refused  or  otherwise  failed  to  execute  a  reconfirmation
                  agreement within the time limits specified in Rule 419 and the
                  definitive prospectus; and

         (g)      A  Certificate  signed by the  President  and Secretary of the
                  Company that all  conditions  precedent to the  termination of
                  the Rule 419 escrow have been satisfied.

4.3      Upon receipt of the notice and documentation  specified in Section 4.2,
         the Escrow Agent shall:

         (a)      Promptly  forward a refund check to each person who  purchased
                  shares of the  Company's  common stock for cash in  connection
                  with  the  original  offering  and  subsequently   refused  or
                  otherwise failed to execute a reconfirmation  agreement within
                  the  time  limits  specified  in Rule  419 and the  definitive
                  prospectus.  For purposes of this Agreement, all refund checks
                  shall be rounded up to the  nearest  cent and any  overpayment
                  resulting from such rounding shall be deducted from the amount
                  payable to the Company;

         (b)      Promptly  forward  a  stock  certificate  to each  person  who
                  purchased  shares of the  Company's  common  stock for cash in
                  connection  with  the  original   offering  and   subsequently
                  executed a reconfirmation agreement;

         (c)      Promptly  forward  a  stock  certificate  to each  person  who
                  received shares of the Company's  common stock as compensation
                  in  connection  with the original  offering  and  subsequently
                  executed a reconfirmation agreement;

         (d)      Promptly  return  all  remaining  stock  certificates  to  the
                  Company for cancellation; and

         (e)      Promptly forward all remaining Escrow Funds to the Company

         When all stock  certificates  and all Escrow Funds  deposited  with the
         Escrow Agent have been  disbursed in accordance  with the provisions of
         this Section 4.3, the Rule 419 escrow will terminate.

4.4      In the Company conducts a reconfirmation offering and the terms of such
         offering  are not  accepted  by the  holders  of the  number  of shares
         specified  in the  definitive  prospectus  included  in  the  Company's
         post-effective amendment, the Escrow Agent shall:

         (a)      Promptly  forward a refund check to each person who  purchased
                  shares of the  Company's  common stock for cash in  connection
                  with the original  offering.  For purposes of this  Agreement,
                  all refund  checks shall be rounded up to the nearest cent and
                  any overpayment resulting from such rounding shall be deducted
                  from the amount payable to the Company.

         (b)      Promptly  return all stock  certificates  to the  Company  for
                  cancellation.

         When all stock  certificates  and all Escrow Funds  deposited  with the
         Escrow Agent have been  disbursed in accordance  with the provisions of
         this Section 4.4, the Rule 419 escrow will terminate.

5.       NO MODIFICATION:

5.1      After the deposit of the Escrow Funds,  these instructions shall not be
         modified, rescinded or amended.

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      Escrow  Agent is hereby  given a lien on all  Escrowed  Assets  for all
         indebtedness  that may become  owing to Escrow Agent  hereunder,  which
         lien  may  be  enforced  by  Escrow  Agent  by  setoff  or  appropriate
         foreclosure proceedings.

6.9      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).

6.10     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.

6.11     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 Capital Corporation

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

         To ___________________


                  ___________ 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)