ESCROW AGREEMENT

         THIS ESCROW AGREEMENT (this "Agreement") is made and entered into as of
March 19, 2004 ICOA, INC., a Nevada corporation (the "Company"); the Buyer(s)
listed on the Securities Purchase Agreement, dated the date hereof (the
"Investor(s)"), and BUTLER GONZALEZ, LLP, as Escrow Agent hereunder (the "Escrow
Agent").


                                   BACKGROUND

         WHEREAS, the Company and the Investor(s) have entered into a Securities
Purchase Agreement (the "Securities Purchase Agreement"), dated as of the date
hereof, pursuant to which the Company proposes to sell secured convertible
debentures (the "Convertible Debentures") which shall be convertible into the
Company's Common Stock, par value $0.0001 per share (the "Common Stock"), at a
price per share equal to the Purchase Price, as that term is defined in the
Securities Purchase Agreement. The Securities Purchase Agreement provides that
the Investor(s) shall deposit the purchase amount in a segregated escrow account
to be held by Escrow Agent in order to effectuate a disbursement to the Company
at closings to be held as set forth in the Securities Purchase Agreement (the
"Closings").

         WHEREAS, the Company intends to sell Convertible Securities to the
Investor(s) (the "Offering").

         WHEREAS, Escrow Agent has agreed to accept, hold, and disburse the
funds deposited with it in accordance with the terms of this Agreement.

         WHEREAS, in order to establish the escrow of funds and to effect the
provisions of the Securities Purchase Agreement, the parties hereto have entered
into this Agreement.

         NOW THEREFORE, in consideration of the foregoing, it is hereby agreed
as follows:

1. Definitions. The following terms shall have the following meanings when used
herein:

a. "Escrow Funds" shall mean the funds deposited with Escrow Agent pursuant to
this Agreement.

b. "Joint Written Direction" shall mean a written direction executed by the
Investor(s) and the Company directing Escrow Agent to disburse all or a portion
of the Escrow Funds or to take or refrain from taking any action pursuant to
this Agreement.

c. "Escrow Period" shall begin with the commencement of the Offering and shall
terminate upon the earlier to occur of the following dates:

(i) The date upon which Escrow Agent confirms that it has received in the Escrow
Account all of the proceeds of the sale of the Convertible Debentures;

<PAGE>

(ii) The date upon which a determination is made by the Company and the
Investor(s) to terminate the Offering prior to the sale of all the Convertible
Debentures.

         During the Escrow Period, the Company and the Investor(s) are aware
that they are not entitled to any funds received into escrow and no amounts
deposited in the Escrow Account shall become the property of the Company or the
Investor(s) or any other entity, or be subject to the debts of the Company or
the Investor(s) or any other entity.

2. Appointment of and Acceptance by Escrow Agent. The Investor(s) and the
Company hereby appoint Escrow Agent to serve as Escrow Agent hereunder. Escrow
Agent hereby accepts such appointment and, upon receipt by wire transfer of the
Escrow Funds in accordance with Section 3 below, agrees to hold, invest and
disburse the Escrow Funds in accordance with this Agreement.

a. The Company hereby acknowledges that the Escrow Agent is counsel to the
Investor(s) in connection with the transactions contemplated and referred
herein. The Company agrees that in the event of any dispute arising in
connection with this Escrow Agreement or otherwise in connection with any
transaction or agreement contemplated and referred herein, the Escrow Agent
shall be permitted to continue to represent the Investor(s) and the Company will
not seek to disqualify such counsel.

3. Creation of Escrow Funds. On or prior to the date of the commencement of the
Offering, the parties shall establish an escrow account with the Escrow Agent,
which escrow account shall be entitled as follows: ICOA, Inc/Cornell Capital
Partners, LP Escrow Account for the deposit of the Escrow Funds. The Investor(s)
will instruct subscribers to wire funds to the account of the Escrow Agent as
follows:

Bank:                     Wachovia, N.A. of New Jersey
Routing #:                031201467
Account #:                2020000659170
Name on Account:          Butler Gonzalez LLP as Escrow Agent
Name on Sub-Account:      ICOA, Inc./Cornell Capital Partners, LP Escrow account

4. Deposits into the Escrow Account. The Investor(s) agrees that they shall
deliver funds for the payment of the Convertible Debentures to Escrow Agent for
deposit in the Escrow Account within two (2) days prior to each Closing (as
defined in the Securities Purchase Agreement).

<PAGE>

5. Disbursements from the Escrow Account.

a. The Escrow Agent will continue to hold such funds until Cornell Capital
Partners, LP on behalf of the Investor(s) and Company execute a Joint Written
Direction for each Closing directing the Escrow Agent to disburse the Escrow
Funds pursuant to Joint Written Direction signed by the Company and the
Investor(s). In disbursing such funds, Escrow Agent is authorized to rely upon
such Joint Written Direction from the Company and the Investor(s) and may accept
any signatory from the Company listed on the signature page to this Agreement
and any signature from the Investor(s) that the Escrow Agent already has on
file.

b. In the event Escrow Agent does not receive the amount of the Escrow Funds
from the Investor(s), Escrow Agent shall notify the Company and the Investor(s).
Upon receipt of payment instructions from the Company, Escrow Agent shall refund
to each subscriber without interest the amount received from each Investor(s),
without deduction, penalty, or expense to the subscriber. The purchase money
returned to each subscriber shall be free and clear of any and all claims of the
Company, the Investor(s) or any of their creditors.

c. In the event Escrow Agent does receive the amount of the Escrow Funds prior
to expiration of the Escrow Period, in no event will the Escrow Funds be
released to the Company until such amount is received by Escrow Agent in
collected funds. For purposes of this Agreement, the term "collected funds"
shall mean all funds received by Escrow Agent which have cleared normal banking
channels and are in the form of cash.

6. Collection Procedure. Escrow Agent is hereby authorized to deposit the
proceeds of each wire in the Escrow Account.

7. Suspension of Performance: Disbursement Into Court. If at any time, there
shall exist any dispute between the Company and the Investor(s) with respect to
holding or disposition of any portion of the Escrow Funds or any other
obligations of Escrow Agent hereunder, or if at any time Escrow Agent is unable
to determine, to Escrow Agent's sole satisfaction, the proper disposition of any
portion of the Escrow Funds or Escrow Agent's proper actions with respect to its
obligations hereunder, or if the parties have not within thirty (30) days of the
furnishing by Escrow Agent of a notice of resignation pursuant to Section 9
hereof, appointed a successor Escrow Agent to act hereunder, then Escrow Agent
may, in its sole discretion, take either or both of the following actions:

a. suspend the performance of any of its obligations (including without
limitation any disbursement obligations) under this Escrow Agreement until such
dispute or uncertainty shall be resolved to the sole satisfaction of Escrow
Agent or until a successor Escrow Agent shall be appointed (as the case may be);
provided however, Escrow Agent shall continue to invest the Escrow Funds in
accordance with Section 8 hereof; and/or

b. petition (by means of an interpleader action or any other appropriate method)
any court of competent jurisdiction in any venue convenient to Escrow Agent, for
instructions with respect to such dispute or uncertainty, and to the extent
required by law, pay into such court, for holding and disposition in accordance
with the instructions of such court, all funds held by it in the Escrow Funds,
after deduction and payment to Escrow Agent of all fees and expenses (including
court costs and attorneys' fees) payable to, incurred by, or expected to be
incurred by Escrow Agent in connection with performance of its duties and the
exercise of its rights hereunder.

<PAGE>

c. Escrow Agent shall have no liability to the Company, the Investor(s), or any
person with respect to any such suspension of performance or disbursement into
court, specifically including any liability or claimed liability that may arise,
or be alleged to have arisen, out of or as a result of any delay in the
disbursement of funds held in the Escrow Funds or any delay in with respect to
any other action required or requested of Escrow Agent.

8. Investment of Escrow Funds. Escrow Agent shall deposit the Escrow Funds in a
non-interest bearing account.

         If Escrow Agent has not received a Joint Written Direction at any time
that an investment decision must be made, Escrow Agent shall maintain the Escrow
Funds, or such portion thereof, as to which no Joint Written Direction has been
received, in a non-interest bearing account.

9. Resignation and Removal of Escrow Agent. Escrow Agent may resign from the
performance of its duties hereunder at any time by giving thirty (30) days'
prior written notice to the parties or may be removed, with or without cause, by
the parties, acting jointly, by furnishing a Joint Written Direction to Escrow
Agent, at any time by the giving of ten (10) days' prior written notice to
Escrow Agent as provided herein below. Upon any such notice of resignation or
removal, the representatives of the Investor(s) and the Company identified in
Sections 13a.(iv) and 13b.(iv), below, jointly shall appoint a successor Escrow
Agent hereunder, which shall be a commercial bank, trust company or other
financial institution with a combined capital and surplus in excess of
$10,000,000.00. Upon the acceptance in writing of any appointment of Escrow
Agent hereunder by a successor Escrow Agent, such successor Escrow Agent shall
thereupon succeed to and become vested with all the rights, powers, privileges
and duties of the retiring Escrow Agent, and the retiring Escrow Agent shall be
discharged from its duties and obligations under this Escrow Agreement, but
shall not be discharged from any liability for actions taken as Escrow Agent
hereunder prior to such succession. After any retiring Escrow Agent's
resignation or removal, the provisions of this Escrow Agreement shall inure to
its benefit as to any actions taken or omitted to be taken by it while it was
Escrow Agent under this Escrow Agreement. The retiring Escrow Agent shall
transmit all records pertaining to the Escrow Funds and shall pay all funds held
by it in the Escrow Funds to the successor Escrow Agent, after making copies of
such records as the retiring Escrow Agent deems advisable and after deduction
and payment to the retiring Escrow Agent of all fees and expenses (including
court costs and attorneys' fees) payable to, incurred by, or expected to be
incurred by the retiring Escrow Agent in connection with the performance of its
duties and the exercise of its rights hereunder.

10. Liability of Escrow Agent.

a. Escrow Agent shall have no liability or obligation with respect to the Escrow
Funds except for Escrow Agent's willful misconduct or gross negligence. Escrow
Agent's sole responsibility shall be for the safekeeping, investment, and
disbursement of the Escrow Funds in accordance with the terms of this Agreement.
Escrow Agent shall have no implied duties or obligations and shall not be
charged with knowledge or notice or any fact or circumstance not specifically
set forth herein. Escrow Agent may rely upon any instrument, not only as to its
due execution, validity and effectiveness, but also as to the truth and accuracy
of any information contained herein, which Escrow Agent shall in good faith
believe to be genuine, to have been signed or presented by the person or parties
purporting to sign the same and conform to the provisions of this Agreement. In
no event shall Escrow Agent be liable for incidental, indirect, special, and
consequential or punitive damages. Escrow Agent shall not be obligated to take
any legal action or commence any proceeding in connection with the Escrow Funds,
any account in which Escrow Funds are deposited, this Agreement or the Purchase
Agreement, or to appear in, prosecute or defend any such legal action or
proceeding. Escrow Agent may consult legal counsel selected by it in any event
of any dispute or question as to construction of any of the provisions hereof or
of any other agreement or its duties hereunder, or relating to any dispute
involving any party hereto, and shall incur no liability and shall be fully
indemnified from any liability whatsoever in acting in accordance with the
opinion or instructions of such counsel. The Company and the Investor(s) jointly
and severally shall promptly pay, upon demand, the reasonable fees and expenses
of any such counsel.

<PAGE>

b. Escrow Agent is hereby authorized, in its sole discretion, to comply with
orders issued or process entered by any court with respect to the Escrow Funds,
without determination by Escrow Agent of such court's jurisdiction in the
matter. If any portion of the Escrow Funds is at any time attached, garnished or
levied upon under any court order, or in case the payment, assignment, transfer,
conveyance or delivery of any such property shall be stayed or enjoined by any
court order, or in any case any order judgment or decree shall be made or
entered by any court affecting such property or any part thereof, then and in
any such event, Escrow Agent is authorized, in its sole discretion, to rely upon
and comply with any such order, writ judgment or decree which it is advised by
legal counsel selected by it, binding upon it, without the need for appeal or
other action; and if Escrow Agent complies with any such order, writ, judgment
or decree, it shall not be liable to any of the parties hereto or to any other
person or entity by reason of such compliance even though such order, writ
judgment or decree may be subsequently reversed, modified, annulled, set aside
or vacated.

11. Indemnification of Escrow Agent. From and at all times after the date of
this Agreement, the parties jointly and severally, shall, to the fullest extent
permitted by law and to the extent provided herein, indemnify and hold harmless
Escrow Agent and each director, officer, employee, attorney, agent and affiliate
of Escrow Agent (collectively, the "Indemnified Parties") against any and all
actions, claims (whether or not valid), losses, damages, liabilities, costs and
expenses of any kind or nature whatsoever (including without limitation
reasonable attorney's fees, costs and expenses) incurred by or asserted against
any of the Indemnified Parties from and after the date hereof, whether direct,
indirect or consequential, as a result of or arising from or in any way relating
to any claim, demand, suit, action, or proceeding (including any inquiry or
investigation) by any person, including without limitation the parties to this
Agreement, whether threatened or initiated, asserting a claim for any legal or
equitable remedy against any person under any statute or regulation, including,
but not limited to, any federal or state securities laws, or under any common
law or equitable cause or otherwise, arising from or in connection with the
negotiation, preparation, execution, performance or failure of performance of
this Agreement or any transaction contemplated herein, whether or not any such
Indemnified Party is a party to any such action or proceeding, suit or the
target of any such inquiry or investigation; provided, however, that no
Indemnified Party shall have the right to be indemnified hereunder for liability
finally determined by a court of competent jurisdiction, subject to no further
appeal, to have resulted from the gross negligence or willful misconduct of such
Indemnified Party. If any such action or claim shall be brought or asserted
against any Indemnified Party, such Indemnified Party shall promptly notify the
Company and the Investor(s) hereunder in writing, and the Investor(s) and the
Company shall assume the defense thereof, including the employment of counsel
and the payment of all expenses. Such Indemnified Party shall, in its sole
discretion, have the right to employ separate counsel (who may be selected by
such Indemnified Party in its sole discretion) in any such action and to
participate and to participate in the defense thereof, and the fees and expenses
of such counsel shall be paid by such Indemnified Party, except that the
Investor(s) and/or the Company shall be required to pay such fees and expense if

<PAGE>

(a) the Investor(s) or the Company agree to pay such fees and expenses, or (b)
the Investor(s) and/or the Company shall fail to assume the defense of such
action or proceeding or shall fail, in the sole discretion of such Indemnified
Party, to employ counsel reasonably satisfactory to the Indemnified Party in any
such action or proceeding, (c) the Investor(s) and the Company are the plaintiff
in any such action or proceeding or (d) the named or potential parties to any
such action or proceeding (including any potentially impleaded parties) include
both the Indemnified Party, the Company and/or the Investor(s) and the
Indemnified Party shall have been advised by counsel that there may be one or
more legal defenses available to it which are different from or additional to
those available to the Company or the Investor(s). The Investor(s) and the
Company shall be jointly and severally liable to pay fees and expenses of
counsel pursuant to the preceding sentence, except that any obligation to pay
under clause (a) shall apply only to the party so agreeing. All such fees and
expenses payable by the Company and/or the Investor(s) pursuant to the foregoing
sentence shall be paid from time to time as incurred, both in advance of and
after the final disposition of such action or claim. The obligations of the
parties under this section shall survive any termination of this Agreement, and
resignation or removal of the Escrow Agent shall be independent of any
obligation of Escrow Agent.

         The parties agree that neither payment by the Company or the
Investor(s) of any claim by Escrow Agent for indemnification hereunder shall
impair, limit, modify, or affect, as between the Investor(s) and the Company,
the respective rights and obligations of Investor(s), on the one hand, and the
Company, on the other hand, under the Placement Agency Agreement.

12. Expenses of Escrow Agent. Except as set forth in Section 11 the Company
shall reimburse Escrow Agent for all of its reasonable out-of-pocket expenses,
including attorneys' fees, travel expenses, telephone and facsimile transmission
costs, postage (including express mail and overnight delivery charges), copying
charges and the like. All of the compensation and reimbursement obligations set
forth in this Section shall be payable by the Company, upon demand by Escrow
Agent. The obligations of the Company under this Section shall survive any
termination of this Agreement and the resignation or removal of Escrow Agent.

13. Warranties.

a. The Investor(s) makes the following representations and warranties to Escrow
Agent:

(i) The Investor(s) has full power and authority to execute and deliver this
Agreement and to perform its obligations hereunder.

<PAGE>

(ii) This Agreement has been duly approved by all necessary corporate action of
the Investor(s), including any necessary shareholder approval, has been executed
by duly authorized officers of the Investor(s), enforceable in accordance with
its terms.

(iii) The execution, delivery, and performance of the Investor(s) of this
Agreement will not violate, conflict with, or cause a default under the
certificate of incorporation or bylaws of the Investor(s), any applicable law or
regulation, any court order or administrative ruling or degree to which the
Investor(s) is a party or any of its property is subject, or any agreement,
contract, indenture, or other binding arrangement.

(iv) Mark Angelo has been duly appointed to act as the representative of the
Investor(s) hereunder and has full power and authority to execute, deliver, and
perform this Escrow Agreement, to execute and deliver any Joint Written
Direction, to amend, modify, or waive any provision of this Agreement, and to
take any and all other actions as the Investor(s)'s representative under this
Agreement, all without further consent or direction form, or notice to, the
Investor(s) or any other party.

(v) No party other than the parties hereto and the Investor(s)s have, or shall
have, any lien, claim or security interest in the Escrow Funds or any part
thereof. No financing statement under the Uniform Commercial Code is on file in
any jurisdiction claiming a security interest in or describing (whether
specifically or generally) the Escrow Funds or any part thereof.

(vi) All of the representations and warranties of the Investor(s) contained
herein are true and complete as of the date hereof and will be true and complete
at the time of any disbursement from the Escrow Funds.

b. The Company makes the following representations and warranties to the Escrow
Agent:

(i) The Company is a corporation duly organized, validly existing, and in good
standing under the laws of the State of Nevada and has full power and authority
to execute and deliver this Agreement and to perform its obligations hereunder.

(ii) This Agreement has been duly approved by all necessary corporate action of
the Company, including any necessary shareholder approval, has been executed by
duly authorized officers of the Company, enforceable in accordance with its
terms.

(iii) The execution, delivery, and performance by the Company of this Agreement
is in accordance with the Securities Purchase Agreement and will not violate,
conflict with, or cause a default under the certificate of incorporation or
bylaws of the Company, any applicable law or regulation, any court order or
administrative ruling or decree to which the Company is a party or any of its
property is subject, or any agreement, contract, indenture, or other binding
arrangement, including without limitation to the Securities Purchase Agreement,
to which the Company is a party.

<PAGE>

(iv) Erwin Vahlsing, Jr., has been duly appointed to act as the representative
of the Company hereunder and has full power and authority to execute, deliver,
and perform this Agreement, to execute and deliver any Joint Written Direction,
to amend, modify or waive any provision of this Agreement and to take all other
actions as the Company's Representative under this Agreement, all without
further consent or direction from, or notice to, the Company or any other party.

(v) No party other than the parties hereto and the Investor(s)s have, or shall
have, any lien, claim or security interest in the Escrow Funds or any part
thereof. No financing statement under the Uniform Commercial Code is on file in
any jurisdiction claiming a security interest in or describing (whether
specifically or generally) the Escrow Funds or any part thereof.

(vi) All of the representations and warranties of the Company contained herein
are true and complete as of the date hereof and will be true and complete at the
time of any disbursement from the Escrow Funds.

14. Consent to Jurisdiction and Venue. In the event that any party hereto
commences a lawsuit or other proceeding relating to or arising from this
Agreement, the parties hereto agree that the United States District Court for
the District of New Jersey shall have the sole and exclusive jurisdiction over
any such proceeding. If all such courts lack federal subject matter
jurisdiction, the parties agree that the Superior Court Division of New Jersey,
Chancery Division of Hudson County shall have sole and exclusive jurisdiction.
Any of these courts shall be proper venue for any such lawsuit or judicial
proceeding and the parties hereto waive any objection to such venue. The parties
hereto consent to and agree to submit to the jurisdiction of any of the courts
specified herein and agree to accept the service of process to vest personal
jurisdiction over them in any of these courts.

15. Notice. All notices and other communications hereunder shall be in writing
and shall be deemed to have been validly served, given or delivered five (5)
days after deposit in the United States mails, by certified mail with return
receipt requested and postage prepaid, when delivered personally, one (1) day
delivered to any overnight courier, or when transmitted by facsimile
transmission and upon confirmation of receipt and addressed to the party to be
notified as follows:

If to Investor(s), to:        Cornell Capital Partners, LP
                              101 Hudson Street - Suite 3606
                              Jersey City, NJ 07302
                              Attention:        Mark Angelo
                                                Portfolio Manager
                              Telephone:        (201) 985-8300
                              Facsimile:        (201) 985-8266

<PAGE>

If to Escrow Agent, to:       Butler Gonzalez LLP
                              1416 Morris Avenue, Suite 207
                              Union, NJ 07083
                              Attention:        David Gonzalez, Esq.
                              Telephone:        (908) 810-8588
                              Facsimile:        (908) 810-0973

If to the Company, to:        ICOA, Inc.
                              111 Airport Road
                              Warwick, RI 02889
                              Attention:        Erwin Vahlsing, Jr.
                                                CFO, Secretary/Treasurer
                              Telephone:        (401) 739-9205
                              Facsimile:        (401) 352 2323

With a copy to:               Kirkpatrick & Lockhart LLP
                              201 South Biscayne Boulevard - Suite 2000
                              Miami, FL  33131-2399
                              Attention:        Clayton E. Parker, Esq.
                              Telephone:        (305) 539-3300
                              Facsimile:        (305) 358-7095


Or to such other address as each party may designate for itself by like notice.

16. Amendments or Waiver. This Agreement may be changed, waived, discharged or
terminated only by a writing signed by the parties hereto. No delay or omission
by any party in exercising any right with respect hereto shall operate as
waiver. A waiver on any one occasion shall not be construed as a bar to, or
waiver of, any right or remedy on any future occasion.

17. Severability. To the extent any provision of this Agreement is prohibited by
or invalid under applicable law, such provision shall be ineffective to the
extent of such prohibition, or invalidity, without invalidating the remainder of
such provision or the remaining provisions of this Agreement.

18. Governing Law. This Agreement shall be construed and interpreted in
accordance with the internal laws of the State of Nevada without giving effect
to the conflict of laws principles thereof.

19. Entire Agreement. This Agreement constitutes the entire Agreement between
the parties relating to the holding, investment, and disbursement of the Escrow
Funds and sets forth in their entirety the obligations and duties of the Escrow
Agent with respect to the Escrow Funds.

<PAGE>

20. Binding Effect. All of the terms of this Agreement, as amended from time to
time, shall be binding upon, inure to the benefit of and be enforceable by the
respective heirs, successors and assigns of the Investor(s), the Company, or the
Escrow Agent.

21. Execution of Counterparts. This Agreement and any Joint Written Direction
may be executed in counter parts, which when so executed shall constitute one
and same agreement or direction.

22. Termination. Upon the first to occur of the disbursement of all amounts in
the Escrow Funds pursuant to Joint Written Directions or the disbursement of all
amounts in the Escrow Funds into court pursuant to Section 7 hereof, this
Agreement shall terminate and Escrow Agent shall have no further obligation or
liability whatsoever with respect to this Agreement or the Escrow Funds.

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<PAGE>

         IN WITNESS WHEREOF the parties have hereunto set their hands and seals
the day and year above set forth.

                                            ICOA, INC.

                                            By: /s/  Erwin Vahlsing, Jr.
                                                -----------------------------
                                            Name:    Erwin Vahlsing, Jr.
                                            Title:   CFO, Secretary/Treasurer


                                            CORNELL CAPITAL PARTNERS, LP

                                            By:      Yorkville Advisors, LLC
                                            Its:     General Partner

                                            By: /s/  Mark Angelo
                                                -----------------------------
                                            Name:    Mark Angelo
                                            Title:   Portfolio Manager

                                            BUTLER GONZALEZ LLP

                                            By: /s/  David Gonzalez
                                                -----------------------------
                                            Name:    David Gonzalez, Esq.
                                            Title:   Partner