Exhibit 10.3


                                ESCROW AGREEMENT

     THIS ESCROW AGREEMENT (this "Agreement") is made and entered into as of
March __, 2004 by AMERICAN CONSOLIDATED MANAGEMENT GROUP INC., a Utah
corporation (the "Company"); CORNELL CAPITAL PARTNERS, LP, a Delaware limited
partnership (the "Investor"); and BUTLER GONZALEZ LLP (the "Escrow Agent").

                                   BACKGROUND

     WHEREAS, the Company and the Investor have entered into an Standby Equity
Distribution Agreement (the "Standby Equity Distribution Agreement") dated as of
the date hereof, pursuant to which the Investor will purchase the Company's
Common Stock, par value $.01 per share (the "Common Stock"), at a price per
share equal to the Purchase Price, as that term is defined in the Standby Equity
Distribution Agreement, for an aggregate price of up to Ten Million Dollars
($10,000,000). The Standby Equity Distribution Agreement provides that on each
Advance Date the Investor, as that term is defined in the Standby Equity
Distribution Agreement, shall deposit the Advance pursuant to the Advance Notice
in a segregated escrow account to be held by Escrow Agent and the Company shall
deposit shares of the Company's Common Stock, which shall be purchased by the
Investor as set forth in the Standby Equity Distribution Agreement, with the
Escrow Agent, in order to effectuate a disbursement to the Company of the
Advance by the Escrow Agent and a disbursement to the Investor of the shares of
the Company's Common Stock by Escrow Agent at a closing to be held as set forth
in the Standby Equity Distribution Agreement (the "Closing").

     WHEREAS, Escrow Agent has agreed to accept, hold, and disburse the funds
and the shares of the Company's Common Stock deposited with it in accordance
with the terms of this Agreement.

     WHEREAS, in order to establish the escrow of funds and shares to effect the
provisions of the Standby Equity Distribution 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 Advance funds deposited with the Escrow
          Agent pursuant to this Agreement.
     b.   "Joint Written Direction" shall mean a written direction executed by
          the Investor 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.   "Common Stock Joint Written Direction" shall mean a written direction
          executed by the Investor and the Company directing Investor's Counsel
          to disburse all or a portion of the shares of the Company's Common
          Stock or to refrain from taking any action pursuant to this Agreement.


2. Appointment of and Acceptance by Escrow Agent.

     a.   The Investor 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.

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     b.   Company's Common Stock which shall be purchased by the Investor. The
          Escrow Agent hereby accepts such appointment and, upon receipt via
          D.W.A.C or the certificates representing of the shares of the
          Company's Common Stock in accordance with Section 3 below, agrees to
          hold and disburse the shares of the Company's Common Stock in
          accordance with this Agreement.
     c.   The Company hereby acknowledges that the Escrow Agent is counsel to
          the Investor in connection with the transactions contemplated and
          referenced herein. The Company agrees that in the event of any dispute
          arising in connection with this Escrow Agreement or otherwise, other
          than for acts of gross negligence or willful acts of misconduct by the
          Escrow Agent, in connection with any transaction or agreement
          contemplated and referenced herein, the Escrow Agent shall be
          permitted to continue to represent the Investor and the Company will
          not seek to disqualify such counsel.

3. Creation of Escrow Account/Common Stock Account.

     a.   On or prior to the date of this Agreement the Escrow Agent shall
          establish an escrow account for the deposit of the Escrow Funds
          entitled as follows: American Consolidated Management Group
          Inc./Cornell Capital Partners, LP. The Investor will 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:         American Consolidated Management Group Inc./Cornell
                             Capital Partners, LP Escrow account

     b.   On or prior to the date of this Agreement the Escrow Agent shall
          establish an account for the D.W.A.C. of the shares of Common Stock.
          The Company will D.W.A.C. shares of the Company's Common Stock to the
          account of the Escrow Agent as follows:

Brokerage Firm:                             Crown Financial Group
Clearing House:                             Fiserv
Account #:                                  56797702
DTC #:                                      0632
Name on Account:                            Butler Gonzalez LLP Escrow Account

4. Deposits into the Escrow Account. The Investor agrees that it shall promptly
deliver all monies for the payment of the Common Stock to the Escrow Agent for
deposit in the Escrow Account.

5. Disbursements from the Escrow Account.

     a)   At such time as Escrow Agent has collected and deposited instruments
          of payment in the total amount of the Advance and has received such
          Common Stock via D.W.A.C from the Company which are to be issued to
          the Investor pursuant to the Standby Equity Distribution Agreement,
          the Escrow Agent shall notify the Company and the Investor. The Escrow
          Agent will continue to hold such funds until the Investor and Company
          execute and deliver a Joint Written Direction directing the Escrow
          Agent to disburse the Escrow Funds pursuant to Joint Written Direction
          at which time the Escrow Agent shall wire the Escrow Funds to the
          Company. In disbursing such funds, Escrow Agent is authorized to rely
          upon such Joint Written Direction from Company and may accept any
          signatory from the Company listed on the signature page to this
          Agreement and any signature from the Investor that Escrow Agent
          already has on file. Simultaneous with delivery of the executed Joint
          Written Direction to the Escrow Agent the Investor and Company shall
          execute and deliver a Common Stock Joint Written Direction to the
          Escrow Agent directing the Escrow Agent to release via D.W.A.C to the
          Investor the shares of the Company's Common Stock. In releasing such
          shares of Common Stock the Escrow Agent is authorized to rely upon


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          such Common Stock Joint Written Direction from Company and may accept
          any signatory from the Company listed on the signature page to this
          Agreement and any signature from the Escrow Agent has on file. In the
          event the Escrow Agent does not receive the amount of the Advance from
          the Investor or the shares of Common Stock to be purchased by the
          Investor from the Company, the Escrow Agent shall notify the Company
          and the Investor. In the event that the Escrow Agent has not received
          the Common Stock to be purchased by the Investor from the Company, in
          no event will the Escrow Funds be released to the Company until such
          shares are received by the Escrow Agent. In the event the Escrow Agent
          has not received the Escrow Funds pursuant to an Advance Notice from
          the Company, in no event will the Common Stock to be purchased by the
          Investor be released to the Investor until such Escrow Funds are
          received by the Escrow Agent. For purposes of this Agreement, the term
          "Common Stock certificates" shall mean Common Stock certificates to be
          purchased pursuant to the respective Advance Notice pursuant to the
          Standby Equity Distribution Agreement.


6. Deposit of Funds.

         The Escrow Agent is hereby authorized to deposit the wire transfer
proceeds in the Escrow Account.

7. Suspension of Performance: Disbursement Into Court.

     a.   Escrow Agent. If at any time, there shall exist any dispute between
          the Company and the Investor with respect to holding or disposition of
          any portion of the Escrow Funds or the Common Stock 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:

          i.   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 oruntil 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
          ii.  Petition (by means of an interpleader action or any other
               appropriate method) the Superior Courts of the State of New
               Jersey sitting Hudson County and/or the United States Federal
               District Court for the District of New Jersey sitting in Newark
               New Jersey, 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.
          iii. Escrow Agent shall have no liability to the Company, the
               Investor, 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 other than for reasons of gross negligence or willful
               misconduct.

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8. Investment of Escrow Funds.

     The Escrow Agent shall deposit the Escrow Funds in a non-interest bearing
     money market account.

     If Escrow Agent has not received a Joint Written Direction at any time that
     an investment decision must be made, Escrow Agent may retain the Escrow
     Fund, or such portion thereof, as to which no Joint Written Direction has
     been received, in a non-interest bearing money market 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 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 therein, 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
          to conform to the provisions of this Agreement. In no event shall
          Escrow Agent be liable for incidental, indirect, special, and
          consequential or punitive damages other than for reasons of gross
          negligence or willful misconduct. 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 Standby Equity Distribution Agreement, or to
          appear in, prosecute or defend any such legal action or proceeding.
          Escrow Agent may consult legal counsel selected by it in the 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 jointly and severally shall
          promptly pay, upon demand, the reasonable fees and expenses of any
          such counsel and Escrow Agent is hereby authorized to pay such fees
          and expenses from funds held in escrow.

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     b.   The 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 the 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, the 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 Escrow Agent, without the need for appeal or other action; and if
          the Escrow Agent complies with any such order, writ, judgment or
          decree in accordance with it's legal counsel's interpretation of said
          order, writ 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 .

     a.   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 primarily 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
          hereunder in writing, and the and the Company and the Investor 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 in the defense thereof, and the fees and
          expenses of such counsel shall be paid by such Indemnified Party,
          except that the Investor and/or the Company shall be required to pay
          such fees and expense if (a) the Investor or the Company agree to pay
          such fees and expenses, or (b) the Investor 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 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 Indemnified Party the Company and/or the
          Investor and 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. The Investor and the Company shall be jointly 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 pursuant to the foregoing sentence shall
          be paid from time to time as incurred, both in advance of and after

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          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.
     b.   From and at all times after the date of this Agreement, the Escrow
          Agent shall, to the fullest extent permitted by law and to the extent
          provided herein, indemnify and hold harmless the Company and the
          Investor and each director, officer, employee, attorney, agent and
          affiliate of Company and the Investor (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 primarily 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 Escrow Agent in writing,
          and the Escrow Agent may 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 in the
          defense thereof, and the fees and expenses of such counsel shall be
          paid by such Indemnified Party, except that the Escrow Agent may be
          required to pay such fees and expense if (a) Escrow Agent agrees to
          pay such fees and expenses, or (b) the Escrow Agent 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 Escrow Agent is 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 Indemnified Party the Escrow Agent and 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 Escrow Agent. The Escrow Agent shall be 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 Escrow Agent 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.

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 as outlined in Section 12.4 of the Standby Equity Distribution
     Agreement dated the date hereof. 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.

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13. Warranties.

     a.   The Investor makes the following representations and warranties to the
          Escrow Agent and Investor's Counsel:

          i.   The Investor 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 action of
               the Investor, including any necessary approval of the limited
               partner of the Investor, has been executed by duly authorized
               officers of the Investor's general partner, enforceable in
               accordance with its terms.
          iii. The execution, delivery, and performance of the Investor of this
               Agreement will not violate, conflict with, or cause a default
               under the agreement of limited partnership of the Investor, any
               applicable law or regulation, any court order or administrative
               ruling or degree to which the Investor is a party or any of its
               property is subject, or any agreement, contract, indenture, or
               other binding arrangement.
          iv.  Mark A. Angelo has been duly appointed to act as the
               representative of Investor 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 any
               and all other actions as the Investor's representative under this
               Agreement, all without further consent or direction form, or
               notice to, the Investor or any other party.
          v.   No party other than the parties hereto 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
               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
          Escrow Agent and, the Investor:
          i.   The Company is a corporation duly organized, validly existing,
               and in good standing under the laws of the State of Utah, 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, and is enforceable in accordance with its terms.
          iii. The execution, delivery, and performance by the Company of this
               Escrow Agreement is in accordance with the Standby Equity
               Distribution 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.
          iv.  Herschel Walker 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 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.

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          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.

     This Agreement shall be governed by and interpreted in accordance with the
     laws of the State of Utah without regard to the principles of conflict of
     laws. The parties further agree that any action between them shall be heard
     in Hudson County, New Jersey, and expressly consent to the jurisdiction and
     venue of the Superior Court of New Jersey, sitting in Hudson County, New
     Jersey and the United States District Court of New Jersey, sitting in
     Newark, New Jersey, for the adjudication of any civil action asserted
     pursuant to this paragraph. 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. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE,
     AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE
     HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY
     TRANSACTION CONTEMPLATED HEREBY.

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 mail, by certified mail
         with return receipt requested and postage prepaid, when delivered
         personally, one (1) day delivery to any overnight courier, or when
         transmitted by facsimile transmission and addressed to the party to be
         notified as follows:

If to Investor, to:                Cornell Capital Partners, LP
                                   101 Hudson Street - Suite 3700
                                   Jersey City, New Jersey 07302
                                   Attention:        Mark Angelo
                                   Facsimile:        (201) 985-8266

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

If to Company, to:                 American Consolidated Management Group Inc.
                                   70 West Canyon Crest Rd - Suite D
                                   Alpine, UT 84004
                                   Attention:         Herschel Walker
                                   Facsimile:        (864) 848-1546

With a copy to:                    Richard Shanks, Esq.
                                   1455 West Loop South - Suite 200
                                   Houston, TX 77027
                                   Attention:       Richard Shanks, Esq.
                                   Telephone:     (713) 952-5662
                                   Facsimile:      (713) 952-5620

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

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16. Amendments or Waiver.

     This Agreement may be changed, waived, discharged or terminated only by a
     writing signed by the parties of the Escrow Agent. 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 Utah 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.

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, 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 termination of the Standby Equity
     Distribution Agreement dated the date hereof or the disbursement of all
     amounts in the Escrow Funds and Common Stock 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 or Common Stock.


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<PAGE>

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

                                   AMERICAN CONSOLIDATED MANAGEMENT GROUP INC.

                                   By: /s/ Herschel Walker
                                      ----------------------------------
                                   Name: Herschel Walker
                                   Title: Chief Executive Officer


                                   CORNELL CAPITAL PARTNERS, LP

                                   By: Yorkville Advisors, LLC
                                   Its: General Partner

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


                                   BUTLER GONZALEZ LLP

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

                                       10