EXHIBIT 10.1

                                ESCROW AGREEMENT

     This  Escrow  Agreement  (the  "Agreement")  is  made  by and  between  the
Manufacturers and Traders Trust Company, a New York banking  corporation.,  with
its  principal  office  located at One M & T Plaza,  Buffalo New York 14203 (the
"Escrow  Agent"),  and  M.E.R.  Corporation,  a  Nevada  corporation,  with  its
principal office located at 2400, 10303 Jasper Avenue, Edmonton, Alberta, Canada
T5J 3T8 (the "Issuer").

                              W I T N E S S E T H:

     WHEREAS,  the Issuer has filed with the Securities and Exchange  Commission
(the  "Commission"),  Washington,  D.C.,  an SB-2  Registration  Statement  (the
"Registration  Statement"),  and related  Prospectus,  File No.  __________,  in
connection  with  an  initial  public  offering  of  the  Issuer's   securities,
comprising  500,000 shares of the Issuer's common stock to be sold at a price of
$0.10 per share (the "Securities"), which shall not exceed 50 subscribers;

     WHEREAS,  the Issuer  proposes to offer the  Securities  to the public on a
"best efforts, all or none" basis as set forth in the Registration Statement;

     WHEREAS,  the Issuer  proposes to establish an escrow  account (the "Escrow
Account"), to which subscription funds which are received by the Escrow Agent in
connection with such public offering are to be credited, and the Escrow Agent is
willing  to  establish  the  Escrow  Account  on the  terms and  subject  to the
conditions hereinafter set forth; and

     WHEREAS,  the Escrow Agent will  establish an Escrow Account into which the
subscription  funds,  which are received by the Escrow Agent and credited to the
Escrow Account, are to be deposited.

     NOW,  THEREFORE,  for  and in  consideration  of the  promises  and  mutual
covenants herein contained, and other valuable consideration, the parties hereto
hereby agree as follows:

     1.0  THE REGISTRATION STATEMENT.

     1.1 The Issuer has filed the Registration Statement with the Commission and
is included herein as Exhibit A to this Agreement, and is made a part hereof.

     2.0 ESTABLISHMENT OF THE ESCROW ACCOUNT.

     2.1 The Issuer shall establish a non-interest-bearing Escrow Account at the
Escrow  Agent.  The purpose of the Escrow  Account is for (a) the deposit of all
subscription  funds (checks or wire transfers)  which are received by the Issuer
from prospective purchasers of the Securities and are delivered by the Issuer to
the Escrow Agent; (b) the holding of amounts of subscription  funds which

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are collected through the banking system,  and (c) the disbursement of collected
funds, all as described herein.

     2.2 On or before the date of the  initial  deposit  in the  Escrow  Account
pursuant to this Agreement,  the Issuer shall notify the Escrow Agent in writing
of the effective date (the "Effective Date") of the Registration Statement,  and
the Escrow  Agent  shall not be required to accept any amounts for credit to the
Escrow Account or for deposit in the Escrow Account prior to its receipt of such
notification.

     2.3 The offering period (the "Offering  Period"),  which shall be deemed to
commence on the Effective Date,  shall consist of the number of calendar days or
business days as set forth in the  Registration  Statement.  The Offering Period
shall be extended  by an  extension  period only if the Escrow  Agent shall have
received  written  notice  thereof  at least  five  business  days  prior to the
expiration of the Offering Period.  The extension period,  which shall be deemed
to commence  the next  calendar day  following  the  expiration  of the Offering
Period,  shall consist of the number of calendar days or business days set forth
in the Registration Statement.  The last day of the Offering Period, or the last
day of the extension  period,  is referred to herein as the "Termination  Date."
Except as provided in Section 4.3 hereof, after the Termination Date, the Issuer
shall not deposit, and the Escrow Agent shall not accept, any additional amounts
representing payments by prospective purchasers.

     3.0  DEPOSITS TO THE ESCROW ACCOUNT.

     3.1 The Issuer shall  promptly  deliver to the Escrow Agent all funds which
it receives from prospective purchasers of the Securities,  which funds shall be
in the form of checks or wire transfers. Upon the Escrow Agent's receipt of such
funds, they shall be credited to the Escrow Account. All checks delivered to the
Escrow  Agent shall be made  payable to the "  Manufacturers  and Traders  Trust
Company / M.E.R.  Corporation  Escrow Account." Any checks payable other than to
the  Escrow  Agent as  required  hereby  shall be  returned  to the  prospective
purchaser.

     3.2 Promptly  after  receiving  subscription  funds as described in Section
3.1, the Escrow Agent shall deposit the same into the Escrow Account. Amounts of
funds so deposited are hereinafter  referred to as "Escrow  Amounts." The Escrow
Agent  shall  cause to process all Escrow  Amounts  for  collection  through the
banking  system.  Simultaneously  with each deposit to the Escrow  Account,  the
Issuer shall inform the Escrow Agent in writing of the name,  address and social
security  number  of  the  prospective  purchaser,   the  amount  of  Securities
subscribed  for by such  purchaser,  and the  aggregate  dollar  amount  of such
subscription (collectively, the "Subscription Information").

     3.3 The  Escrow  Agent  shall not be  required  to accept for credit to the
Escrow Account checks which are not accompanied by the appropriate  Subscription
Information.  Wire  transfers  and cash  representing  payments  by  prospective
purchasers  shall not be deemed deposited in the Escrow Account until the Escrow
Agent has received in writing the Subscription Information required with respect
to such payments.

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     3.4 The Escrow Agent shall not be required to accept in the Escrow  Account
any amounts representing payments by prospective  purchasers,  whether by check,
or wire, except during the Escrow Agent's regular business hours.

     3.5 Only those  Escrow  Amounts,  which have been  deposited  in the Escrow
Account and which have cleared the banking system and have been collected by the
Escrow Agent, are herein referred to as the "Fund."

     3.6 If the proposed offering is terminated before the Termination Date, the
Escrow Agent shall refund any portion of the Fund prior to  disbursement  of the
Fund in accordance with Article 4 hereof upon instructions in from the Issuer.

     4.0  DISBURSEMENT FROM THE ESCROW ACCOUNT.

     4.1 Subject to Section 4.3 below,  if by the close of regular banking hours
on the Termination  Date the Escrow Agent determines that the amount in the Fund
is less than the minimum  amount of the  offering,  then the Escrow  Agent shall
promptly  refund to each  prospective  purchaser the amount of payment  received
from such purchaser  which is then held in the Fund or which  thereafter  clears
the banking system, without interest thereon or deduction therefrom,  by drawing
checks on the Escrow  Account for the amounts of such  payments and mail them to
the purchasers. In such event, the Escrow Agent shall promptly notify the Issuer
of its distribution of the Fund.

     4.2 The terms of the offering  must  provide,  and the Issuer must satisfy,
the following conditions:

     within five business days after the  effective  date of the  post-effective
     amendment,  the Issuer shall send by first class mail to each  purchaser of
     securities  held in  escrow,  a copy  of the  prospectus  contained  in the
     post-effective amendment and any amendment or supplement thereto;

     each  purchaser  shall have no fewer than 20 business days and no more than
     45 business days from the effective date of the post-effective amendment to
     notify  the  Issuer  in  writing  that the  purchaser  elects  to remain an
     investor.  If the Issuer has not received such written  notification by the
     45th  business  day  following  the  effective  date of the  post-effective
     amendment,  funds and interest or dividends, if any held in escrow shall be
     sent by first class mail or other  equally  prompt  means to the  purchaser
     within five business days; the  acquisition  meeting the criteria set forth
     above will be  consummated  if a sufficient  number of  purchasers  confirm
     their investment with the Issuer; and if a consummated  acquisition meeting
     the  requirements  above has not  occurred  by a date 18  months  after the
     effective date of the Issuer's initial registration  statement,  funds held
     in escrow shall be returned by first class mail to the purchasers with five
     business days  following  that date.  Issuer shall  promptly  notify Escrow
     Agent if any of the above conditions are not timely satisfied.

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     Funds  held  in the  escrow  account  may be  released  to the  Issuer  and
     securities  may be delivered to the  purchaser  only at the same time as or
     after:

     the escrow  agent has  received a signed  representation  from the  Issuer,
     together  with other  evidence  acceptable  to the escrow  agent,  that the
     requirements of paragraphs (e)(1) and (e)(2) of Rule 419 have been met; and

     the escrow  agent has  received a signed  representation  from the  Issuer,
     together  with other  evidence  acceptable  to the escrow  agent,  that the
     requirements of paragraph (e)(2)(iii) of Rule 419 have been met.

     4.3 If the  Escrow  Agent  has on  hand at the  close  of  business  on the
Termination  Date any  uncollected  amounts  which  when added to the Fund would
raise the amount in the Fund to the minimum offering  amount,  and result in the
Fund  representing  the sale of the  minimum  offering  amount,  the  Collection
Period,  consisting of the number of business days set forth in the Registration
Statement,  shall be  utilized  to allow  such  uncollected  funds to clear  the
banking system.

     4.4 Upon  disbursement of the Fund pursuant to the terms of this Article 4,
the Escrow Agent shall be relieved of all further  obligations and released from
all liability under this Agreement.  It is expressly  agreed and understood that
in no event  shall the  aggregate  amount of payments  made by the Escrow  Agent
exceed the amount of the Fund.

     5.0  RIGHTS, DUTIES AND RESPONSIBILITIES OF THE ESCROW AGENT;
          INDEMNIFICATION.

     5.1 The Escrow  Agent  shall  notify  the Issuer on a regular  basis of the
escrow  amounts  which  have been  deposited  in the Escrow  Account  and of the
amounts,  constituting  the Fund, which have cleared the banking system and have
been collected by the Escrow Agent.

     5.2 The Escrow Agent shall not be responsible for or be required to enforce
any of the terms or conditions of the Agreement with respect to the Issuer.

     5.3 The Escrow  Agent  shall not be  required to accept from the Issuer any
subscription  information  pertaining  to  prospective  purchasers  unless  such
Subscription  Information is accompanied by checks or wire transfers meeting the
requirement  of Section  3.1,  nor shall the Escrow  Agent be  required  to keep
records of any  information  with  respect to payments  deposited by the Issuer,
except as to the amount of such payments; however, the Escrow Agent shall notify
the Issuer within a reasonable  time of any  discrepancy  between the amount set
forth in any  subscription  information  and the amount  delivered to the Escrow
Agent  therewith.  Such amount  need not be  accepted  for deposit in the Escrow
Agent until such discrepancy has been resolved.

     5.4 The Escrow  Agent shall be under no duty or  responsibility  to enforce
collection of any check  delivered to it hereunder.  The Escrow Agent,  within a
reasonable  time,  shall  return  to the  Issuer  any  check  received  which is
dishonored,  together with the Subscription  Information  which accompanied such
check.

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     5.5 The Escrow  Agent shall be entitled to rely upon the  accuracy,  act in
reliance  upon  the  contents,   and  assume  the  genuineness  of  any  notice,
instruction, certificate, signature, instrument or other document which is given
to the  Escrow  Agent by the  Issuer  pursuant  to this  Agreement  without  the
necessity  of the Escrow  Agent  verifying  the truth or accuracy  thereof.  The
Escrow  Agent shall not be  obligated  to make any inquiry as to the  authority,
capacity, existence or identity of any person purporting to give any such notice
or  instructions  or to  execute  any  such  certificate,  instrument  or  other
document.

     5.6 If the Escrow Agent is  uncertain as to its duties or rights  hereunder
or shall receive  instructions  with respect to the Escrow  Account,  the escrow
amounts of the Fund which,  in its sole  determination,  are in conflict  either
with other instructions  received by it or with any provision of this Agreement,
it shall be entitled to hold the escrow amounts,  the Fund or a portion thereof,
in the Escrow Account  pending the resolution of such  uncertainty to the Escrow
Agent's  sole   satisfaction,   by  final  judgment  of  a  court  of  competent
jurisdiction or otherwise;  or the Escrow Agent, at its sole option, may deposit
with the Clerk of a court of competent jurisdiction in a proceeding to which all
parties in interest are joined. Upon the deposit by the Escrow Agent of the Fund
with the Clerk of any court,  the Escrow  Agent shall be relieved of all further
obligations and released from all liability hereunder.

     5.7 The Escrow  Agent  shall not be liable for any action  taken or omitted
hereunder, or for the misconduct of any employee, agent or attorney appointed by
it,  except in the case of willful  misconduct or gross  negligence.  The Escrow
Agent shall be entitled to consult  with  counsel of its own  choosing and shall
not be liable for any action taken, suffered or omitted by it in accordance with
the advice of such counsel.

     5.8 The Escrow Agent shall have no  responsibility at any time to ascertain
whether or not any security  interest exists in the escrow amounts,  the Fund or
any part thereof or to file any financing statement under the Uniform Commercial
Code with respect to the Fund or any part thereof.

     5.9 The Corporation  agrees to indemnify the Escrow Agent and its officers,
directors,  employees,  agents,  and  shareholders  (jointly and severally,  the
"Indemnitees")  against, and hold them harmless of and from, any and all losses,
liabilities,  costs,  damages,  and  expenses,  including,  but not  limited to,
reasonable fees and disbursements for counsel of its own choosing (collectively,
"Liabilities"),  that the Indemnitees may suffer or incur and which arise out of
or relate to this Agreement or any transaction to which this Agreement  relates,
unless  such  Liability  is  the  result  of the  willful  misconduct  or  gross
negligence of the Indemnitees.

     5.10 If the  indemnification  provided for in this Section 5 is  applicable
but is held to be unavailable,  the Corporation shall contribute such amounts as
are just and equitable to pay or to reimburse the  Indemnitees for the aggregate
of any and all Liabilities  actually  incurred by the Indemnitees as a result of
or in connection  with any amount paid in settlement  of any action,  claim,  or
proceeding  arising out of or relating in any way to any actions or omissions of
the Corporation.

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     5.11 The provisions of this Section 5 shall survive any termination of this
Agreement, whether by disbursement of the Fund, resignation of the Escrow Agent,
or otherwise.

     6.0  AMENDMENT; RESIGNATION.

     6.1 This Agreement may be altered or amended only with the written  consent
of the  parties  hereto.  The Escrow  Agent may resign for any reason  upon five
business days' written  notice to the Issuer.  Should the Escrow Agent resign as
herein  provided,  it shall not be  required  to accept  any  deposit,  make any
disbursement or otherwise dispose of the escrow amounts, but its only duty shall
be to hold the escrow  accounts until they clear the banking system and the Fund
for a period of not more than five business days following the effective date of
such resignation,  at which time (a) if a successor escrow agent shall have been
appointed  and written  notice  thereof  shall have been given to the  resigning
escrow agent by the Issuer and such successor  escrow agent,  then the resigning
escrow agent shall pay over to the  successor  escrow  agent the Fund,  less any
portion thereof previously paid out in accordance with this Agreement; or (b) if
the resigning  escrow agent shall not have received written notice signed by the
Issuer and a successor  escrow  agent,  then the  resigning  escrow  agent shall
promptly refund the amount in the Fund to each  prospective  purchaser,  without
interest  thereon or deduction  therefrom,  and the resigning Escrow Agent shall
promptly  notify the Issuer of its  liquidation  and  distribution  of the Fund;
whereupon,  in either  case,  the Escrow  Agent shall be relieved of all further
obligations  and  released  from all  liability  under this  Agreement.  Without
limiting the provisions of Section 8 hereof, the resigning Escrow Agent shall be
entitled to be reimbursed by the Issuer for any expenses  incurred in connection
with its  resignation,  transfer  of the  Fund to a  successor  escrow  agent or
distribution of the Fund pursuant to this Section 6.

     7.0  REPRESENTATIONS AND WARRANTIES.

     7.1 The Issuer  represents  and  warrants to the Escrow Agent that no party
other than the parties  hereto and the  prospective  purchasers  have,  or shall
have, any claim or security interest in the Fund or any part thereof.

     7.2 No financing  statement under the Uniform Commercial Code is on file in
any jurisdiction  claiming a security  interest in or describing the Fund or any
part thereof.

     7.3 The Subscription  Information submitted with each deposit shall, at the
time of submission and at the time of the  disbursement of the Fund, be deemed a
representation  and warranty that such deposit represents a bona fide payment by
the purchaser  described  therein for the amount of Securities set forth in such
Subscription Information.

     7.4 All of the information  contained in the Registration  Statement is, as
of the date hereof,  and will be, at the time of any  disbursement  of the Fund,
true and correct.

     8.0  FEES AND EXPENSES.

     8.1 The Escrow Agent shall be entitled to an  acceptance  fee of $1,000 and
an annual  administrative  fee of $2,000,  payable  upon the  execution  of this
Agreement.  In addition, the Issuer agrees to reimburse the Escrow Agent for any

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reasonable  fees and  expenses  incurred  in  connection  with  this  Agreement,
including,  but  not  limited  to,  disbursement  fees  not to  exceed  $50  per
subscriber in excess of 15 subscribers.

     9.0  GOVERNING LAW AND ASSIGNMENT.

     9.1 This  Agreement  shall be construed in accordance  with and governed by
the laws of the STATE OF NEW YORK and shall be binding  upon the parties  hereto
and  their  respective  successors  and  assigns;  provided,  however,  that any
assignment  or transfer by any party of its rights under this  Agreement or with
respect to the Fund shall be void as against the Escrow Agent unless (a) written
notice  thereof  shall be given to the Escrow  Agent;  and (b) the Escrow  Agent
shall have consented in writing to such assignment or transfer.

     10.0  NOTICES.

     10.1 All notices  required to be given in  connection  with this  Agreement
shall be sent by registered or certified mail, return receipt  requested,  or by
hand delivery with receipt  acknowledged,  or by Express Mail service offered by
the United  States Post Office to the  addresses  set forth in the  beginning of
this Agreement or such other address as the parties hereto may designate.

     11.0  SEVERABILITY.

     11.1 If any provision of this Agreement or the  application  thereof to any
person or circumstance  shall be determined to be invalid or unenforceable,  the
remaining  provisions of this Agreement or the  application of such provision to
persons  of  circumstances  other  than  those to which  it is held  invalid  or
unenforceable  shall not be affected  thereby and shall be valid and enforceable
to the fullest extent permitted by law.

     12.0  EXECUTION IN SEVERAL COUNTERPARTS; ENTIRE AGREEMENT.

     12.1 This Agreement may be executed in several  counterparts or by separate
instruments,  all of such  counterparts  and  instruments  shall  constitute one
agreement, binding on all of the parties hereto.

     12.2 This Agreement  constitutes the entire  agreement  between the parties
hereto  with  respect to the  subject  matter  hereof and  supersedes  all prior
agreements  and  understandings,  written or oral,  of the parties in connection
therewith.

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     IN WITNESS  WHEREOF,  the undersigned  parties have executed this Agreement
upon proper legal authority as of the 30th day of August, 2004.


                       MANUFACTURERS AND TRADERS TRUST COMPANY, a
                       New York banking corporation


                       By:/s/ Leslie Boynton
                          ---------------------------------
                          Leslie Boynton, its VicePresident



                      M.E.R. CORPORATION, a Nevada corporation

                      By: /s/ Ronald Mercier
                          ---------------------------------
                          Ronald Mercier, its President

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