Exhibit 10.15


                         SILVER KEY MINING COMPANY, INC.
                              A Nevada Corporation

                                ESCROW AGREEMENT

         This Escrow Agreement is entered into effective as of the 22nd day of
October, 2002 by and among Silver Key Mining Company, Inc., a Nevada corporation
(the "Company"), Deluxe Investment Company , a Florida corporation (the
"Stockholder") and Boylan, Brown, Code, Vigdor & Wilson LLP, as escrow agent
("Escrow Agent") for the intended benefit of Stanford Venture Capital Holdings,
Inc. ("Stanford").

                                   WITNESSETH:

         WHEREAS, the Stockholder beneficially and of record owns, in the
aggregate, 500,000 shares of the Company's common stock, par value $0.001 per
share (the "Common Stock") and;

         WHEREAS, the Company has requested that Stanford contemporaneous with
the execution and delivery hereof agree to purchase shares of the Company's
Series A Preferred Stock subject to the terms and conditions of the Securities
Purchase Agreement dated as of the date hereof and entered into by and between
the Company, Stanford and the principal stockholders of the Company listed
therein (the "Securities Purchase Agreement"); and

         WHEREAS, Stanford has required, as a condition to purchasing any
securities of the Company, that the Stockholder deposit in escrow hereunder an
aggregate of 500,000 shares of Common Stock of the Company registered in its
name and from time to time any distributions thereon (collectively the "Escrow
Shares") to be surrendered to the Company upon the occurrence of any
"Cancellation Condition" as such term is defined in Section 1.2 herein; and

         WHEREAS, the Stockholder has determined that it will benefit from the
purchase of securities of the Company by Stanford; and

         WHEREAS, the Stockholder agrees to surrender the Escrow Shares for
cancellation to the Company for no additional consideration upon the occurrence
of any Cancellation Condition.

         NOW, THEREFORE, the parties hereby agree as follows:

                                    ARTICLE I
                                  ESCROW SHARES

1.1      Transfer of Escrow.

         (a)      The Stockholder has provided to Stanford copies of both sides
                  of each certificate representing the Escrow Shares.

         (b)      The Stockholder has contemporaneously with the execution of
                  this Agreement endorsed certificates for an aggregate of
                  500,000 shares of Common Stock of the Company standing
                  registered in its name and delivered them to the Escrow Agent,
                  free and clear of all Liens, as hereinafter defined.

1.2      Agreement to Surrender Escrow Shares. In order to induce Stanford to
         purchase shares of the Company's Series A Preferred Stock on the First
         Closing Date, which the Stockholder agrees is a benefit to it, the
         Stockholder hereby agrees and covenants to surrender, transfer, assign
         and convey and deliver all of their right, title and interest in and to
         the Escrow Shares, free and clear of any and all liens, encumbrances,
         and security interests of any kind (collectively "Liens") to the
         Company if any of the following (individually a "Cancellation
         Condition") occur:

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                  (i)      the Company shall not,  prior to the second
                           anniversary of the date hereof have either (x)
                           completed a sale of equity securities of the Company
                           to persons other than Stanford or its Affiliates for
                           minimum net proceeds of $3 million, at a pre-money
                           valuation of at least $25 million (a  "Qualifying
                           Financing"); or (y) completed through the substantial
                           efforts of the  Stockholder  a purchase  of an entity
                           (other than Provider  Acquisition LLC or another
                           Affiliate of Stanford) with revenues during the
                           immediately  preceding fiscal  year of at  least  $4
                           million (a "Qualifying Acquisition"). For purposes of
                           this Agreement, "Affiliate" shall mean with  respect
                           to any  individual,  partnership,  joint  venture,
                           limited liability company or any other entity, any of
                           the  following:  (i) a director or executive  officer
                           (including any advisory director) of such individual,
                           partnership, joint venture, limited liability company
                           or other entity; (ii) a spouse,  parent,  sibling  or
                           descendant of any director or executive officer  of
                           such individual,  partnership, joint venture, limited
                           liability company or other entity) or any trust
                           created for the sole benefit of such  persons;  and
                           (iii) any other individual, partnership, joint
                           venture, limited liability  company or other entity
                           that,  directly or  indirectly,  controls or is
                           controlled by or is under common  control  with such
                           individual,  partnership,  joint  venture,  limited
                           liability company or other entity.  For the purposes
                           of this  definition  and the  correlative  meanings,
                           the terms "controlling", "controlled  by" and "under
                           common control with" shall mean the possession,
                           directly or indirectly,  of the power to direct or
                           cause the direction of the management and policies of
                           such individual, partnership, joint venture, limited
                           liability company or other entity, whether through
                           the ownership  of voting securities or by contract or
                           agency or otherwise.

                  (ii)     the Company or its wholly owned subsidiary,
                           Healthcare Quality Solutions, Inc., a Florida
                           corporation, shall have breached a representation or
                           warranty contained in the Securities Purchase
                           Agreement or in the Agreement and Plan of Merger
                           between Healthcare Quality Solutions, Inc., and
                           Provider Acquisition, LLC, a Florida limited
                           liability company, dated as of October 16, 2002 (a
                           "Company Breach"); or

                  (iii)    the Stockholder shall have breached any of its
                           representations or warranties contained herein, in
                           the Securities Purchase Agreement or in the Merger
                           Agreement (a "Stockholder Breach").

1.3      Representations and Warranties of the Stockholder.  The  Stockholder
         hereby  represents  and  warrants to the Company and Stanford as
         follows:

         (a)      Ownership of Shares. The Stockholder directly owns and will,
                  until the time of surrender directly own all of the Escrow
                  Shares, free and clear of all Liens.

         (b)      Authority to Perform and Execute; Binding Nature. The
                  Stockholder warrant that it has all requisite right, power and
                  authority and full legal capacity to enter into this
                  Agreement, and to carry out its obligations hereunder and to
                  consummate the transactions contemplated hereby. This
                  Agreement has been duly executed and delivered and constitutes
                  the legal, valid and binding obligations of the Stockholder
                  enforceable against the Stockholder in accordance with its
                  terms.

         (c)      No Conflict. The execution, delivery and performance of this
                  Agreement do not and will not (i) conflict with or violate any
                  applicable law or order applicable to the Stockholder, (ii)
                  result in the creation of any Lien on the Escrow Shares (iii)
                  result in any breach of, or constitute a default (or event
                  which with the giving of notice or lapse of time, or both,
                  would become a default) under, or give to others any rights of
                  termination, amendment, acceleration or cancellation pursuant
                  to, any note, bond, mortgage, indenture, contract, agreement,
                  lease, license, permit, franchise or other instrument to which
                  the Stockholder is a party, or by which any of its assets or
                  properties may be bound.

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         (d)      Approvals. The execution, delivery and performance of this
                  Agreement by the Stockholder does not and will not, require
                  any approval from any governmental authority. The Stockholder
                  shall use reasonable efforts to execute, deliver and perform
                  each of their obligations under this Agreement, including
                  without limitation, the sale, conveyance, assignment, transfer
                  and delivery of the Escrow Shares to the Company pursuant to
                  the terms of this Agreement.

         (e)      Other Agreements. There are no existing options, warrants,
                  calls, preemptive rights, rights of first refusal or offer,
                  subscriptions or other rights, agreements, arrangements or
                  commitments of any character, relating to the Escrow Shares
                  and there are no outstanding contractual obligations to
                  repurchase, redeem or otherwise acquire any of such securities
                  (collectively, "Rights").

         (f)      No Liens. The Escrow Shares are and shall remain free and
                  clear of all Liens.

1.4      Disposition of Escrow Shares.

         (a) The Company shall be entitled to the Escrow Shares immediately upon
             the first to occur of the following:

                  (1)    a Company Breach;

                  (2)    a Stockholder Breach; or

                  (3)    the second anniversary hereof, if no Qualifying
                         Financing or Qualifying Acquisition has been completed
                         prior thereto.

         (b) The Stockholder shall be entitled to the Escrow Shares, in the
             event that no Company Breach or Stockholder Breach has occurred,
             upon the consummation of a Qualifying Financing or a Qualifying
             Acquisition.

                                   ARTICLE II
                                ESCROW PROVISIONS

2.1      Appointment of Escrow Agent; Delivery by  Stockholder of Stock Powers
         and Shares.

         (a)      The Stockholder and Stanford do hereby appoint and designate
                  as Escrow Agent Boylan, Brown, Cole, Vidgor & Wilson LLP for
                  the sole purposes of serving as Escrow Agent under this
                  Agreement. Escrow Agent hereby accepts such appointment and
                  agrees to hold the certificates for the Escrow Shares,
                  together with the stock powers delivered by the Stockholder in
                  accordance with the terms of this Agreement.

         (b)      In connection with such appointment, the Stockholder has
                  delivered, contemporaneously with the execution of this
                  Agreement, certificates for the Escrow Shares together with
                  stock powers endorsed in blank by the Stockholder.

  2.2    Procedures for Delivery of the Escrow Shares.

         (a)      Escrow Agent shall hold the Escrow Shares and stock powers
                  endorsed in blank subject to the terms and conditions of this
                  Section 2.2.

         (b)      If, after the execution of this Agreement, the Escrow Agent
                  receives:

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                  (1) written notice from:

                         (i)   the Stockholder, or

                         (ii)  Stanford or the Company, and such notice is
                               identified as a "Request Notice" being delivered
                               pursuant to Section 2.2 of this Agreement,
                               advising the Escrow Agent of the occurrence of,
                               or the failure to satisfy any of the Cancellation
                               Conditions described in Section 1.2, above; or

                  (2)    conflicting or inconsistent instructions from the
                         parties regarding the stock certificates held in
                         escrow, then the Escrow Agent shall send (in the manner
                         provided for notice hereunder) a copy of such notice to
                         the Company, the Stockholder and Stanford (the "Sent
                         Notice"). The Escrow Agent shall refrain from acting on
                         any notice of instructions or demands in response to
                         such a Sent Notice which is not executed by Stanford
                         unless the Escrow Agent receives, within fifteen (15)
                         days from the date the Escrow Agent furnishes the Sent
                         Notice, a written consent from Stanford. If, within
                         such fifteen (15) day period, the Escrow Agent does not
                         receive a written consent from Stanford or the Escrow
                         Agent receives a written objection to the instructions
                         or demands contained in such notice by any of the
                         Company, the Stockholder or Stanford, or there shall
                         exist any dispute between Stanford and either the
                         Company or the Stockholder with respect to the holding
                         or disposition of the Escrow Shares, 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
                         the Escrow Shares or Escrow Agent's proper actions with
                         respect to its obligations 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
                               under this Agreement until such dispute or
                               uncertainty shall be resolved to the sole
                               satisfaction of the Escrow Agent, or

                         (ii)  petition (by means of an interpleader action or
                               any other appropriate method) any court of
                               competent jurisdiction in Miami-Dade County,
                               Florida, for instructions with respect to such
                               dispute or uncertainty, and deposit into such
                               court the Escrow Shares for holding and
                               disposition in accordance with the instructions
                               of such court.

Escrow Agent shall not be required to exercise its own discretion with respect
to any of its duties under this Agreement except for the discretion it may elect
to exercise under this Section 2.2(b) or 2.4(a).

         (c)      Escrow Agent shall have no liability to the Stockholder,
                  Stanford, the Company, their respective shareholders, partners
                  or members or any other 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 any securities held by it
                  hereunder or other items held hereunder or any delay in or
                  with respect to any other action required or requested of
                  Escrow Agent.

         (d)      The Company shall give the Escrow Agent written  notice of any
                  stock split,  reorganization,  merger or similar event
                  affecting the common stock of the Company and shall provide
                  certificates for any securities issued to the Stockholder by
                  the Company in respect of the Escrow Shares. Such notice shall
                  be identified on its face as an "Explanatory  Notice" and
                  state that such joint notice is being given pursuant to
                  Section  2.2(d) of this  Agreement. Such  notice  shall also
                  explain the effect of the stock  split, reorganization  or
                  merger on the number of shares held by the  Escrow  Agent.
                  Simultaneously  with the giving of such  notice to the Escrow
                  Agent (or thereafter as set forth in and as agreed to in such
                  notice), the Stockholder and the Company shall forward to the
                  Escrow Agent any additional or replacement stock certificates
                  and stock powers endorsed in blank.

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2.3      Rights, Duties, Liabilities and Immunities of Escrow Agent.

         (a)      The Escrow Agent shall have no liability or obligation with
                  respect to the Escrow  Shares or any other  items delivered to
                  Escrow Agent hereunder  except for Escrow Agent's  willful
                  misconduct or gross  negligence.  The Escrow Agent's sole
                  responsibility shall be for the safekeeping,  and disbursement
                  of the Escrow Shares in accordance with the terms of this
                  Agreement.  The Escrow Agent shall have no implied duties or
                  obligations  and shall not be charged with knowledge or notice
                  of any fact or circumstance not specifically set forth herein.
                  The 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 the 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 the Escrow
                  Agent be liable for incidental,  indirect, special,
                  consequential or punitive damages. The Escrow Agent shall not
                  be obligated to take any legal action or commence any
                  proceeding  in connection with the Escrow Shares,  any other
                  items delivered to Escrow Agent hereunder,  or this Agreement,
                  or to appear in, prosecute or defend any such legal action or
                  proceeding.

         (b)      The Escrow Agent is authorized,  in its sole discretion, to
                  comply with orders issued or process entered by any court
                  with respect to the Escrow Shares and any other items
                  delivered to Escrow Agent hereunder, without  determination by
                  the Escrow Agent of such court's  jurisdiction in the matter.
                  If any portion of the Escrow Shares or any other items
                  delivered to Escrow Agent  hereunder 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 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 is binding
                  on Escrow Agent without the need for appeal or other action;
                  and if the 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.

2.4      Disbursement Into Court.

         (a)      If, at any time, there shall exist any dispute between the
                  Stockholder,  the Company,  Stanford or any other party with
                  respect to the holding or  disposition  of any portion of the
                  Escrow  Shares or any other items delivered to Escrow Agent
                  hereunder 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 Shares or any other items  delivered
                  to Escrow Agent  hereunder or Escrow Agent's  proper  actions
                  with respect to its  obligations hereunder,  or if the
                  Stockholder and Stanford have not within 30 days of the
                  furnishing by Escrow Agent of a notice of resignation pursuant
                  to Section 2.7 of this Agreement, 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 under
                         this Agreement until such dispute or uncertainty shall
                         be resolved to the sole satisfaction of Escrow Agent or
                         until a successor Escrow Agent shall have been
                         appointed (as the case may be), and/or,

                  (ii)   petition (by means of an interpleader action or any
                         other appropriate method) any court of competent
                         jurisdiction in Miami-Dade County, Florida, for
                         instructions with respect to such dispute or
                         uncertainty, and pay into such court all funds held by
                         it and the Escrow Shares and all other items held by
                         the Escrow Agent hereunder for holding and disposition
                         in accordance with the instructions of such court.

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         (b)      Escrow Agent shall have no liability to the Stockholder,
                  Stanford, the Company, their respective shareholders, partners
                  or members or any other person with respect to any such
                  suspension of performance or disbursement into court,
                  specifically including any liability or claimed liability that
                  may rise, or be alleged to have arisen, out of or as a result
                  of any delay in the disbursement of the Escrow Shares or other
                  items held hereunder or any delay in or with respect to any
                  other action required or requested of Escrow Agent.

2.5      Indemnification of the Escrow Agent.

         (a)      From and at all times after the date of this  Agreement,  the
                  Stockholder  and the Company,  jointly and  severally,
                  shall, to the fullest extent permitted by law and to the
                  extent  provided  herein,  indemnify and hold harmless the
                  Escrow Agent and each director,  officer, employee,  attorney,
                  agent and affiliate of the 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 attorneys' 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,  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
                  transactions  contemplated herein,  whether or not any such
                  Indemnified Party is a party to any such  action,  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 any liability  finally
                  determined by a court of competent  jurisdiction,  subject to
                  no further  appeal,  to have  resulted  solely 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 Stockholder and the Company in writing,
                  and the Stockholder 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 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 unless (a) the Stockholder  and the Company
                  agree to pay such fees and expenses,  (b) the Stockholder  and
                  the Company shall fail to assume the defense of such action or
                  proceeding,  or the named parties to any such action or
                  proceeding  (including any impleaded  parties) include both
                  Indemnified  Party and the Stockholder or the  Company,  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  Stockholder or the Company. All such fees and expenses
                  payable by the Stockholder and the Company, jointly and
                  severally,  shall be paid from time to time as incurred by the
                  Indemnified  Parties. All of the foregoing losses,  damages,
                  costs and expenses of the Indemnified Parties shall be payable
                  by the Stockholder and the Company,  jointly and severally,
                  upon demand by such Indemnified Party. The obligations of the
                  Stockholder and the Company under this paragraph shall survive
                  any termination of this Agreement and the resignation or
                  removal of the Escrow Agent.

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

2.6      Compensation. The Stockholder agrees that, prior to or contemporaneous
         with the Escrow Agent's execution of this Agreement and submission by
         the Escrow Agent of an invoice therefor, to pay the Escrow Agent the

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         sum of $1,500 for all of its fees hereunder. EACH OF THE PARTIES
         ACKNOWLEDGES AND AGREES THAT THE ESCROW AGENT'S FEES SET FORTH ABOVE
         REPRESENTS COMPENSATION SOLELY FOR SERVING AS ESCROW AGENT PURSUANT TO
         THIS AGREEMENT AND DOES NOT RELATE IN ANY WAY TO FEES OR COSTS WHICH
         MAY BE OWED BY THE STOCKHOLDER OR THE COMPANY TO ESCROW AGENT, WHICH
         ARE NOT WAIVED OR MODIFIED BY THIS AGREEMENT. Except as otherwise
         provided for the initial payments in the first sentence of this
         subparagraph, such fees and reimbursements of expenses shall be paid
         directly to the Escrow Agent promptly upon receipt of periodic invoices
         therefor. In the event the Escrow Agent is required by the terms of
         this Agreement or otherwise deems it necessary or advisable in
         fulfillment of its responsibilities hereunder to take actions beyond
         those which are routinely performed by escrow agents under similar
         escrow agreements, the Company and the Stockholder will pay the Escrow
         Agent its reasonable fees for its services in such regard and will each
         reimburse the Escrow Agent its reasonable expenses incurred by the
         Escrow Agent in connection therewith, which shall include, but not be
         limited to, litigation fees and costs associated with fulfilling its
         duties under, or enforcing the provisions of, this Agreement. Such fees
         and reimbursements of expenses shall be paid directly to the Escrow
         Agent promptly upon receipt of invoices therefor. The obligations of
         the Company under this section shall survive any termination of this
         Agreement and the resignation or removal of Escrow Agent.

2.7      Resignation and Removal of Escrow Agent.

         (a)      The Escrow Agent may resign upon thirty (30) days written
                  notice the Company, the Stockholder and Stanford. In such
                  event, the Company, the Stockholder and Stanford shall
                  designate a successor escrow agent. If a successor escrow
                  agent (hereinafter referred to as the ("Successor Escrow
                  Agent") is not appointed within this thirty (30) day period,
                  the Escrow Agent may petition the courts of record in
                  Miami-Dade County, Florida, to name a Successor Escrow Agent.
                  Any Successor Escrow Agent shall have the same rights and
                  obligations under the Agreement as the Escrow Agent; provided,
                  however, that any Successor Escrow Agent shall not be liable
                  for any acts or omissions of the Escrow Agent or any prior
                  Successor Escrow Agent.

         (b)      The Escrow Agent may be removed as escrow agent hereunder by
                  the Stockholder and Stanford by giving not less than thirty
                  (30) days prior written notice thereof to the Escrow Agent,
                  such notice to be identified on its face as a "Escrow Agent
                  Removal Notice" and state that it is being given pursuant to
                  Section 2.7, of this Agreement. Within this thirty (30) day
                  period, the Stockholder and Stanford shall designate a
                  Successor Escrow Agent.

         (c)      As soon as practicable after its resignation, the Escrow Agent
                  shall turn over to a successor Escrow Agent appointed by the
                  Stockholder and Stanford the Escrow Shares, all executed stock
                  powers and any other items held hereunder upon presentation of
                  the document appointing the new Escrow Agent and its
                  acceptance  thereof,  and the retiring  Escrow Agent shall be
                  discharged  from its duties and obligations  under this
                  Agreement.  After any retiring Escrow Agent's resignation, the
                  provisions of this 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  Agreement.  If no new Escrow  Agent
                  is so appointed within the 30-day period following such notice
                  of resignation, the Escrow Agent may proceed in accordance
                  with Section 2.4 of this Agreement and shall so notify the
                  Stockholder and Stanford.

2.8      No Personal Liability. No stipulation, covenant, agreement or
         obligation (an "Obligation") contained in this Agreement will be deemed
         or construed to be an obligation of any present or future director,
         officer, employee or agent of the Escrow Agent, or any incorporator,
         director, officer, employee or agent of any successor to the Escrow
         Agent, in any persons individual capacity. No person in his/her
         individual capacity will be liable personally for any breach or
         observance of or for any failure to perform, fulfill or comply with any
         Obligation, nor will any recourse be had for any claim based upon any
         Obligation, or on any Obligation, against any person, in his/her
         individual capacity, either directly or through the Escrow Agent or any
         successor to the Escrow Agent, under any rule of law or equity, statute
         or constitution or by the enforcement of any assessment or penalty or
         otherwise, and all liability of any person in his/her individual
         capacity is expressly waived and released.

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2.9      No Endorsement. By serving as Escrow Agent pursuant to this Agreement,
         Escrow Agent does not undertake to investigate the underlying
         transaction or otherwise attest to its propriety, legality, or quality.

2.10     Dividends, Other Distributions, and Voting Rights in respect of the
         Escrow Shares.

         (a)      All cash dividends and other distributions received by the
                  Escrow Agent in respect of Escrow Shares held hereunder (but
                  not dividends or distributions in the form of securities) be
                  held and furnished to the person ultimately entitled to the
                  Escrow Shares.

         (b)      The Stockholder covenants and agrees with Stanford and the
                  Company to forthwith forward to the Escrow Agent any dividends
                  or distributions that the Stockholder receive on the Escrow
                  Shares that are in the form of securities, and the Escrow
                  Agent shall hold and dispose of such dividends and
                  distributions in the form of securities ratably with the
                  Escrow Shares held by the Escrow Agent under this Escrow
                  Agreement.

         (c)      The Stockholder and Stanford agree that Stockholder shall have
                  and retain the sole and exclusive rights to vote and to
                  provide all consents in lieu of a vote in a meeting with
                  respect to the Escrow Shares, prior to the earlier of the
                  occurrence of a breach or default or alleged breach or default
                  under this Agreement by the Stockholder, or until one or more
                  of the Cancellation Conditions occur.

2.11     Boylan Brown LLP. The Stockholder and Stanford agree that Boylan Brown
         shall not be conflicted from representing Deluxe Investment Company or
         any of its affiliates as a result of its performance of duties as
         Escrow Agent.

                                   ARTICLE III
                                  MISCELLANEOUS

3.1      Waiver of Jury Trial. Each of the parties, by acceptance hereof, hereby
         irrevocably waives trial by jury in connection with any action or
         connection with this Agreement, and in connection with any claim,
         counterclaim, offset or defense arising in connection with such action
         or proceeding, whether arising under statute (including any federal or
         state constitution) or under the law of contract or otherwise and
         including, without limitation, any challenge to the legality, validity,
         binding effect or enforceability of this provision or this Agreement.

3.2      Notices. Any notices, requests, demands and other communications
         required or permitted to be given hereunder shall be in writing and
         will be deemed to have been duly given when personally delivered or
         facsimile transmitted, or three days after deposit in the United States
         mail, by certified mail, postage prepaid, return receipt requested, or
         one day after deposited with an overnight courier service, next day
         delivery guaranteed and fees paid by sender, as follows:

         If to the Stockholder to:

                  Deluxe Investment Company.
                  2700 West Cypress Creek Road
                  Suite 103-C
                  Fort Lauderdale, Florida  33309
                  Attention:  Ian Markofsky
                  Phone:  (212) 983-6900
                  Fax:      (212) 983-9210

                                       8

<PAGE>

         If to Stanford, to:

                  Stanford Venture Capital Holdings, Inc.
                  Stanford Financial Group Building
                  5050 Westheimer
                  Houston, Texas  77056 USA
                  Attention:  James Davis
                  Phone:   (713) 964-5100
                  Fax:       (713) 964-8340

         with a copy to:

                  Stanford Venture Capital Holdings, Inc.
                  Stanford Financial Group Building
                  5050 Westheimer
                  Houston, Texas  77056 USA
                  Attention:  Mauricio Alvarado, General Counsel
                  Phone: (713) 964-5100
                  Fax:     (713) 964-8340

         If to the Company:

                  Silver Key Mining Company, Inc.
                  200 South Hoover Boulevard
                  Building 205
                  Tampa, Florida  33609
                  Attention:  President
                  Phone:  (813) 282-3303
                  Fax:      (813) 282-8907

with a copy to:

                  Adorno & Yoss, P.A.
                  2601 South Bayshore Drive
                  Suite 1600
                  Miami, Florida  33133
                  Attention:  Seth P. Joseph, Esq.
                  Phone:  (305) 860-7363
                  Fax:      (305) 858-4777

If to the Escrow Agent:

                  Boylan, Brown, Code, Vigdor & Wilson LLP
                  2400 Chase Square
                  Rochester, New York   14604
                  Attention :  Melissa Mahler
                  Phone:  (585) 232-5300 X 260
                  Fax:      (585) 238-9060

or to such other addresses or facsimile numbers as either party hereto may from
time to time give notice of (complying as to delivery with the terms of this
paragraph) to the other. Notwithstanding anything to the contrary set forth
herein, notices, requests, demands and other communications required or
permitted to be given hereunder to the Escrow Agent shall be deemed to have been
duly given only when actually received by Escrow Agent at the address set forth
above in this Section 3.2.

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<PAGE>

3.3      Entire Agreement. This Agreement constitutes the entire agreement
         between the parties hereto and supersedes all prior agreements,
         understandings, negotiations and discussions, both written and oral,
         between the parties hereto with respect to the subject matter hereof.

3.4      Benefits; Binding Effect; Assignment. This Agreement is for the benefit
         of and binding upon the parties hereto, their respective successors
         and, where applicable, assigns. None of the parties may assign this
         Agreement or any of its rights, interests or obligations hereunder
         without the prior approval of the other party.

3.5      Waiver. No waiver of any of the provisions of this Agreement will be
         deemed to constitute or will constitute a waiver of any other provision
         hereof (whether or not similar), nor shall any such waiver constitute a
         continuing waiver unless otherwise expressly so provided.

3.6      Paragraph Headings; Section Headings. The paragraph and other headings
         contained in this Agreement are for reference purposes only and shall
         not affect the meaning or interpretation of any provisions of this
         Agreement.

3.7      Counterparts. This Agreement may be executed in any number of
         counterparts and by the parties hereto in separate counterparts, each
         of which will be deemed to be one and the same instrument.

3.8      Litigation. The parties agree that, if any legal action is brought for
         the enforcement of this Agreement, or because of an alleged dispute,
         breach, default, or misrepresentation in connection with any of the
         provisions of this Agreement, then, the successful or prevailing party
         or parties shall be entitled to recover reasonable attorney fees,
         paralegal fees and other costs incurred in that action or proceeding,
         in addition to any other relief to which it or they may be entitled.

3.9      Survival of Covenants and Agreements. The representations, warranties
         and covenants of the Stockholder herein shall survive the execution of
         this Agreement. In the event of any breach of any representation or
         warranty, covenant or agreement the Stockholder will indemnify and hold
         the Company harmless from any losses or costs incurred by reason of his
         breach of the representation or warranty.

3.10     Best Efforts. Each of the Parties shall use their respective best
         efforts to consummate the transactions contemplated  by this Agreement,
         subject to the terms and conditions set forth herein.

3.11     Further Assurances: Each Party agrees to cooperate fully with the other
         parties and to execute such further instruments, documents and
         agreements and to give such further written assurances, as may be
         reasonable requested by any other party, to better evidence and reflect
         the transactions described herein and contemplate hereby, and to carry
         into effect the intents and purposes of this Agreement.

3.12     Remedies Cumulative. No remedy made available by any of the provisions
         of this Agreement is intended to be exclusive of any other remedy, and
         each and every remedy is cumulative and is in addition to every other
         remedy given hereunder or now or hereafter existing at law or in
         equity.

3.13     Governing Law. This Agreement will be governed by and construed and
         enforced in accordance with the internal laws of the State of Florida.
         Exclusive jurisdiction and venue in any dispute hereunder shall be in
         the courts of competent jurisdiction in Miami-Dade County, Florida.

3.14     Construction. The parties have participated jointly in the negotiation
         and drafting of this Agreement. In the event an ambiguity or question
         of intent or interpretation arises, this Agreement shall be construed
         as if drafted jointly by the parties and no presumption or burden of
         proof shall arise favoring or disfavoring any party by virtue of the
         authorship of any of the provisions of this Agreement. Any reference to
         any federal, state, local or foreign statute or law shall be deemed
         also to refer to all rules and regulations promulgated thereunder,
         unless the context requires otherwise.


                                       10
<PAGE>



         IN WITNESS WHEREOF, the parties hereto have duly executed this
Agreement as of the day and year first above written.


COMPANY:
SILVER KEY MINING COMPANY, INC.

By:
         -----------------------------------------------------

Name:
          -------------------------------------------

Title:
         --------------------------------------------

STANFORD:
STANFORD VENTURE CAPITAL HOLDINGS, INC.

By:
         -----------------------------------------------------

Name:
         --------------------------------------------

Title:
         --------------------------------------------


ESCROW AGENT:
BOYLAN, BROWN, CODE, VIGDOR & WILSON LLP

By:
         --------------------------------------------

Name:
         --------------------------------------------

Title:
         --------------------------------------------


STOCKHOLDER:
DELUXE INVESTMENT COMPANY

By:
         --------------------------------------------

Name:
         --------------------------------------------

Title:
         --------------------------------------------




                                       11