EXHIBIT 10.3

                                Escrow Agreement

                       PROMOTIONAL SHARE ESCROW AGREEMENT
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This Promotional Shares Escrow Agreement (the "Agreement"), which was entered
into on the 3rd day of December , 2001, by and between Medina Coffee, Inc. (the
"Issuer"), whose principal place of business is located in Bellevue, Washington,
and Mr. Harry Miller, (the "Depositor") and Nevada Agency and Trust, (the
"Escrow Agent"), whose principal place of business is located in Reno, Nevada,
and which is domiciled in Nevada; (all of whom are herein collectively referred
to as "Signatories") witnesses that:

          A.   The Issuer has filed an application with the Securities
               Administrator of the State of Washington (the "Administrator") to
               register certain of its Equity Securities for sale to public
               investors who are residents of that state;

          B.   The Depositor is the owner of shares of 902,100 shares of common
               stock of the Issuer (the "Equity Securities");

          C.   As a condition to registering the Issuer's Equity Securities, the
               Depositor, who is a security holder of the Issuer and who, for
               the purposes of this Agreement is deemed to be a Promoter of the
               Issuer, has agreed to deposit 603,898 Equity Securities (the
               "Promotional Shares"), which is attached hereto and made a part
               hereof, with the Escrow Agent; and

          D.   The Signatories have agreed to be bound by the terms of this
               Agreement.

         THEREFORE, the Signatories agree as follows:

          1.   DEPOSIT OF PROMOTIONAL SHARES. The Depositor's Promotional Shares
               have been deposited into an Escrow Account ("Escrow") with the
               Escrow Agent, and the Escrow Agent hereby acknowledges the
               receipt thereof.

          2.   EXERCISE OR CONVERSION OF PROMOTIONAL SHARES. If the Promotional
               Shares have exercise rights or conversion rights, the Escrow
               Agent shall, upon receipt of the Issuer's written request,
               provide the documents that evidence and/or which are necessary to
               execute the exercise rights or conversion rights. The exercised
               or converted Promotional Shares shall remain in escrow subject to
               the terms of this Agreement. (NOT APPLICABLE)

          3.   TERM. The Term of this Agreement and the escrow shall begin on
               the date that the public securities offering relating thereto
               ("public offering") is declared effective by the Administrator.
               The Promotional Shares shall be held by the Escrow Agent until
               they are released in accordance with paragraph 4., below.

          4.   RELEASE OF PROMOTIONAL SHARES

               a.   Subject to the documentation requirements in paragraph 5.,
                    below, the Escrow Agent shall release the Promotional Shares
                    in the following manner.

                    (1)  Beginning two years from the completion date of the
                         public offering, two and one-half percent (2 1/2%) of
                         Promotional Shares held in escrow may be released each
                         quarter. All remaining Promotional Shares shall be
                         released from escrow on the anniversary of the fourth
                         year from the completion date of the public offering.

                    (2)  One hundred percent (100%) of the Promotional Shares
                         shall be released from escrow if:

                                    (a)     The public offering has been
                                            terminated, and no securities were
                                            sold pursuant thereto; or

                                    (b)     The public offering has been
                                            terminated, and all of the gross
                                            proceeds that were derived therefrom
                                            have been returned to the public
                                            investors.

          b.   In the event of a dissolution, liquidation, merger,
               consolidation, reorganization, sale or exchange



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               of the Issuer's assets or securities (including by way of tender
               offer), or any other transaction or proceeding with a person who
               is not a Promoter, which results in the distribution of the
               Issuer's assets or securities ("Distribution"), while this
               Agreement remains in effect, the Depositor agrees that:

               (1)  All holders of the Issuers Equity Securities will initially
                    share on a pro rata, per share basis in the Distribution, in
                    proportion to the amount of cash or other consideration that
                    they paid per share for their Equity Securities (provided
                    that the Administrator has accepted the value of the other
                    consideration), until the shareholders who purchased the
                    Issuer's Equity Securities pursuant to the public offering
                    ("Public Shareholders") have received, or have had
                    irrevocably set aside for them, an amount that is equal to
                    one hundred percent (100%) of the public offering's price
                    per share pursuant to the public offering of Equity
                    Securities that they purchased pursuant to the public
                    offering and which they still hold at the time of the
                    Distribution, adjusted for stock splits, stock dividends
                    recapitalizations and the like; and (2) All holders of the
                    Issuer's Equity Securities shall thereafter participate on
                    an equal, per share basis times the number of shares of
                    Equity Securities they hold at the time of the Distribution,
                    adjusted for stock splits, stock dividends,
                    recapitalizations and the like.

          c.   The Distribution may proceed on lesser terms and conditions than
               the terms and conditions stated in paragraph 4.b., above, if a
               majority of the Equity Securities that are not held by the
               Depositor, officers, directors, or Promoters of the Issuer, or
               their associates or affiliates vote, or consent procedure, to
               approve the lesser terms and conditions.

          d.   In the event of a dissolution, liquidation, merger,
               consolidation, reorganization sale or exchange of the Issuer's
               assets or securities (including by way of tender offer), or any
               other transaction or proceeding with a person who is a Promoter,
               which results in a Distribution while this Agreement remains in
               effect, the Depositor's Promotional Shares shall remain in escrow
               subject to the terms of this Agreement.

               e.   In the event securities in the escrow become "Covered
                    Securities," as defined by the National Securities Markets
                    Improvement Act of 1996, all securities held in escrow shall
                    be released.

          5.   DOCUMENTATION REGARDING THE RELEASE OF PROMOTIONAL SHARES.

               a.   A written request for release of the Promotional Shares
                    ("request for release"), based upon paragraph 4., above,
                    shall be forwarded to the Escrow Agent.

                    (1)  A request for release based upon paragraph 4.a.(2)(a)
                         or (b), above, shall be accompanied by a certification
                         from the underwriter (if applicable) and the Issuer's
                         Chief Executive Officer or Chief Financial Officer
                         which states that the public offering has been
                         terminated and the conditions or paragraph 4.a.(2)(a)
                         or (b), above, have been met.

          6.   RESTRICTION ON THE TRANSFER, SALE OR DISPOSAL OF PROMOTIONAL
               SHARES. While this Agreement is in effect, no Promotional Shares,
               any interest therein or any right or title thereto, may be sold,
               transferred, hypothecated or otherwise disposed of ("transfer" or
               "transferred"), except as noted below, and the Escrow Agent shall
               not recognize any transfer that violates the terms of this
               Agreement. The Promotional Shares may not be transferred until
               the Escrow Agent has received a written statement, signed by the
               proposed transferee ("transferee"), which states that the
               transferee has full knowledge of the terms of this Agreement, the
               transferee accepts the Promotional Shares subject to the terms of
               this Agreement, and the transferee realizes that the Promotional
               Shares shall remain subject to the terms of the Agreement until
               they are released pursuant to paragraph 4., above.

               (a)  Promotional Shares may be transferred by will, the laws of
                    descent and distribution, the operation of law, or by order
                    of any court of competent jurisdiction and proper venue.

               (b)  Promotional Shares of a deceased Depositor may be
                    hypothecated to pay the expenses of the deceased Depositor's
                    estate. The hypothecated promotional Shares shall remain
                    subject to the terms of this Agreement. Promotional Shares
                    may not be pledged to secure any other debt.

          7.   VOTING POWER. With the exception of paragraph 4.b and c., above
               the Promotional Shares shall have



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               the same voting rights as similar, non-escrowed Equity
               Securities. If the Promotional Shares are registered in the
               Escrow Agents name , the Escrow Agent shall vote those
               Promotional Shares in accordance with the Depositor' written
               instructions.

          8.   DIVIDENDS, STOCK SPLITS AND RECAPITALIZATIONS. All certificates
               representing stock dividends and shares resulting from stock
               splits of escrowed shares, recapitalizations and the like, that
               are granted to or received by the Depositor while his Promotional
               Shares are held in Escrow shall be deposited with and held in
               escrow, and shall be promptly deposited with and held by the
               Escrow Agent subject to the terms of this Agreement unless such
               cash dividends are approved by a majority of the independent
               directors of the Issuer. The Escrow Agent shall invest cash
               dividends as directed by the Depositor.

          9.   ADDITIONAL SHARES. With respect to Equity Securities received by
               the Depositor as the result of the conversion of the Depositor's
               convertible securities and/or the exercise of Depositor's
               options, warrants or rights listed on Exhibit A, while their
               Promotional Shares are held in escrow, shall be promptly
               deposited with the Escrow Agent as Promotional Shares subject to
               the terms of this Agreement. These Promotional Shares shall be
               distributed to the Depositor when their Promotional Shares are
               released from escrow pursuant to paragraph 4., above. (NOT
               APPLICABLE)

          10.  RELIANCE BY ESCROW AGENT. The Escrow Agent shall be protected if
               it acts in good faith upon any statement, certificate, notice,
               request, consent, order or other document which believes to be
               genuine, conforms with the provisions of the Agreement and is
               signed by the proper party. The Escrow Agent's sole
               responsibility shall be to act in accordance with the terms
               expressly set forth in this Agreement. This Escrow Agent shall be
               under no obligation to institute or defend any action, suit or
               proceeding in connection with this Agreement unless it receives
               reasonable indemnification and advancement of fees and costs. The
               Escrow Agent may consult counsel with respect to any question
               arising under this Agreement. The Escrow Agent shall not be
               liable for any action taken or omitted, in good faith, upon the
               advice of counsel. In performing its duties hereunder, the Escrow
               Agent shall not be liable to anyone for any damage, loss, expense
               or liability other than for that which arises from the Escrow
               Agent's failure to abide by the terms of this Agreement.

          11.  ESCROW AGENT'S COMPENSATION. The Escrow Agent shall be entitled
               to receive reasonable compensation from the Issuer for its
               services as set forth in Exhibit B, which is attached hereto and
               made a part hereof. If the Escrow Agent is required to render
               additional services that are not expressly set forth therein, or
               if it is made a party to or intervenes in any action, suit or
               proceedings pertaining to this Agreement ("Additional Services"),
               it shall be entitled to receive reasonable compensation from the
               Issuer and the Depositor. If Additional Services are provided,
               the Escrow Agent, after giving written notice to the Depositor
               and the Issuer, may deduct reasonable compensation from the cash
               dividends, interest and proceeds being held for distribution
               pursuant to paragraphs 4.b., c and d., or 8., above.

          12.  ESCROW AGENT'S INDEMNIFICATIONS. The Issuer and the Depositor
               agree to hold the Escrow Agent harmless from, and indemnify the
               Escrow Agent for, any cost or liability regarding and
               administrative proceeding, investigation, litigation,
               interpretation, implementation or interpleading relating to this
               Agreement, including the release of Promotional Shares, the
               Distribution, and the disbursement of dividends, interest or
               proceeds, unless the cost or liability arises from the Escrow
               Agent's failure to abide by the terms of this Agreement.

          13.  INDEPENDENCE OF THE ESCROW AGENT. The Issuer hereby represents
               that all of its officers, directors and Promoters are listed on
               Exhibit c, which is attached hereto and made a part hereof. The
               Escrow Agent hereby represents that it is not affiliated with the
               Issuer, the Depositor, or the Issuer's officer, director or
               Promoter, Mr. Harry Miller.

          14.  SCOPE. This Agreement shall inure the benefit of and be binding
               upon the Depositor, their heirs and assignees, and upon the
               Issuer, Escrow Agent, and their successors.

          15.  SUBSTITUTE ESCROW AGENT. The Escrow Agent may, upon not less than
               sixty (60) days prior written notice to the Issuer, the
               Depositor, and the Administrator, resign as the Escrow Agent. The
               Issuer and the Depositor shall before the effective date of the
               Escrow Agent's resignation, enter into a new identical Escrow
               Agreement with a substitute Escrow Agent. The successor Escrow
               Agent must satisfactory to the Administrator. If the Issuer and
               the Depositor fail to enter into a new Escrow Agreement and
               appoint a successor Escrow Agent within sixty (60) days after the
               Escrow Agent has given notice of its resignation, the Escrow
               Agent then serving under this Agreement shall retain the



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               Promotional Shares in escrow until a new, identical Escrow
               Agreement has been executed and a successor Escrow Agent has been
               appointed. The Escrow Agent shall not be liable for retaining the
               Promotional Shares in escrow for a reasonable time to determine
               the proper disposition of those shares.

          16.  TERMINATION. Except for the compensation and indemnification
               provisions of paragraphs 11. and 12., above, which shall survive
               until they are satisfied, this Agreement shall terminate in its
               entirety when all of the Promotional Shares have been released,
               or the Issuers Equity Securities and/or assets have been
               distributed pursuant to paragraph 4., above.

          17.  Pursuant to the requirements of this Agreement, the Signatories
               have entered into this Agreement, which may be written in
               multiple counterparts and each of which shall be considered an
               original. The Signatories have signed the Agreement in the
               capacities, and on the dates, indicated.

         IN WITNESS WHEREOF, the Signatories have executed this Agreement.

                                                   Date


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(Print or type the Depositor's name)




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(Signature)



Issuer
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By
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   Harry Miller, President,
   Secretary & Treasurer



Escrow Agent
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By
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Title: