FUSION NETWORKS HOLDINGS INC
ESCROW AGREEMENT
<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>3
<FILENAME>0003.txt
<DESCRIPTION>ESCROW AGREEMENT
<TEXT>



                                ESCROW AGREEMENT


     THIS ESCROW  AGREEMENT  is made and entered  into this ___ day of November,
2000, by and between FUSION NETWORKS HOLDINGS,  INC. (hereinafter referred to as
the  "Company"),   VISUALCOM,   INC.   ("Visualcom")   and  MICHAEL  W.  SANDERS
(hereinafter referred to as the "Escrow Agent").

     WHEREAS,  the  Company  has entered  into a Plan of Share  Exchange,  dated
November ___, 2000 with Visualcom (the "Exchange  Agreement")  pursuant to which
the  Company  agreed  to  issue  to the  shareholders  (the  "Shareholders")  of
Visualcom  2,000,000  shares of its common stock (the  "Shares")  and  2,500,000
warrants  (the  "Warrants")  in exchange  for all of the  outstanding  shares of
Visualcom (the "Exchange");

     WHEREAS,  pursuant to the terms of the Exchange and the Exchange Agreement,
1,000,000 of the Shares (the "Escrow Shares") and 1,000,000 of the Warrants (the
"Escrow  Warrants") are to be held in escrow until the  satisfaction  of certain
revenue  criteria (the  "Earn-Out") by Visualcom and the satisfaction of certain
other conditions (the "Other Conditions") by the Shareholders; and

     WHEREAS, the Company and Visualcom desire the Escrow Agent to be and act as
escrow agent to hold the Escrow Shares and Escrow  Warrants until  completion of
the  periods  described  herein  with  respect  to the  Earn-Out  and the  Other
Conditions  and the Escrow Agent has expressed its  willingness to act as escrow
agent, subject to the terms and conditions set forth below.

     NOW,  THEREFORE,  in  consideration  of the mutual covenants and agreements
contained  herein,  and  other  good and  valuable  consideration,  receipt  and
sufficiency  of which is hereby  acknowledged,  the Company,  Visualcom  and the
Escrow Agent do hereby agree as follows:

     1. Creation of Escrow Account.  The Company andVisualcom hereby appoint the
Escrow Agent to receive the Escrow  Shares and Escrow  Warrants  issuable to the
Shareholders  pursuant to the terms of the  Exchange.  The Escrow  Agent  hereby
agrees to act as the escrow  agent of the Company and  Visualcom  in  connection
with the Exchange and the issuance of Escrow  Shares and Escrow  Warrants and to
exercise  control over the Escrow Shares and the Escrow Warrants  (collectively,
the "Deposit") pursuant to and in accordance with the terms of this Agreement.

     2.  Deposit.  On the  closing  contemplated  pursuant  to the  terms of the
Exchange  Agreement,  the Company will deliver and the Escrow Agent will receive
and hold in escrow,  the Deposit.  Together  with the Deposit,  the Company will
deliver to the Escrow Agent a list of the  Shareholders,  which will specify the
number of Escrow Shares and Escrow  Warrants  allocable to each  Shareholder and
the mailing addresses of the Shareholders.
<PAGE>


     3. Conditions of Release of Deposit; Earn-Out; Other Conditions.

     a. The Deposit shall be released and delivered, in part or in whole, to the
Shareholders,  in their respective  interests,  or to the Company subject to the
satisfaction  of  the  following  Earn-Out   provisions,   and  subject  to  the
satisfaction  of the Other  Conditions  set forth in  paragraph  3.b.  below and
compliance with the procedures set forth in paragraph 3.c. below:

          i.  one-third  (1/3) of the Deposit shall be released and delivered to
     the  Shareholders if the gross revenues booked by Visualcom for a period of
     ninety (90)  calendar  days  following  the Closing Date (as defined in the
     "Exchange  Agreement") (the  "First  Earn-Out  Period")  equals or  exceeds
     $600,000;

          ii.  one-third (1/3) of the Deposit shall be released and delivered to
     the  Shareholders if the gross revenues booked by Visualcom for a period of
     ninety (90) calendar days following the First Earn-Out  Period (the "Second
     Earn-Out  Period")  equals or  exceeds  $800,000,  or the  aggregate  gross
     revenues  booked during the First Earn-Out  Period and the Second  Earn-Out
     Period equals or exceeds $1,400,000; and

          iii. one-third (1/3) of the Deposit shall be released and delivered to
     the  Shareholders if the gross revenues booked by Visualcom for a period of
     ninety (90) calendar days following the Second  Earn-Out Period (the "Third
     Earn-Out  Period")  equals or exceeds  $1,000,000,  or the aggregate  gross
     revenues  booked  during the First  Earn-Out  Period,  the Second  Earn-Out
     Period and the Third Earn-Out Period equals or exceeds $2,400,000.

     for purposes hereof,

          iv.  "gross  revenues  booked"  shall  consist  of  the  value  of all
     contracts  signed by  Visualcom,  or  contracts  signed by the Company as a
     direct result of Visualcom's efforts, during a period,  including the Grace
     Period as defined below,  including the value of products or services to be
     sold by the Company  under the  contract,  provided  that all values  under
     contracts  are based on fixed  revenue  streams  which are not  subject  to
     non-performance contingencies under the contract;

          v. in the event that the revenue  requirements  for any of the periods
     described  in  subparagraphs  i, ii or iii of this  paragraph  3(a) are not
     satisfied  during any such period,  revenues of  Visualcom  for a period of
     thirty  (30)  days  following  the  end of each  such  period  (the  "Grace
     Periods") shall be included in the applicable  period and shall be excluded
     from the following period;

          vi. in the event that the revenues of Visualcom for any of the periods
     described  in  subparagraphs  i, ii or iii of this  paragraph  3(a) are not
     satisfied  during  any such  period,  but the total  revenues  for any such
     period equal or exceed fifty percent (50%) of the required  revenue levels,
     a "Partial  Earn-Out" shall be deemed to have occurred for that period; and
     vii. in the event that total  revenues of Visualcom  for any of the periods
     described in  subparagraphs  i, ii or iii of this  paragraph  3(a) are less
     than  fifty  percent  (50%)  of the  required  revenue  levels,  a  "Failed
     Earn-Out" shall be deemed to have occurred for that period.
<PAGE>

     b. In addition to the Earn-Out provisions of paragraph 3.a. above,  release
of  the  Deposit  shall  be  subject  to  satisfaction  of the  following  Other
Conditions:

          i. the  Representations  and Warranties of Visualcom,  as set forth in
     Article I of the Exchange Agreement, shall continue to be true and accurate
     in all material  respects as of each  respective  Release  Date, as defined
     below;

          ii. no material liabilities of Visualcom, whether fixed or contingent,
     shall be  determined  to have existed at the Closing Date of the  Exchange,
     other than liabilities  properly  disclosed in the financial  statements of
     Visualcom provided to the Company, or otherwise disclosed in writing to the
     Company by Visualcom on or before the Closing  Date.  For purposes  hereof,
     any liability,  or liabilities in the aggregate,  exceeding $5,000 shall be
     deemed to be material; and

          iii. shares of Visualcom common stock held by Dissenting  Shareholders
     (as defined in the Exchange  Agreement)  shall not exceed five percent (5%)
     of the total Visualcom  Common Shares (as defined in the Escrow  Agreement)
     outstanding on the Closing Date (Visualcom Common Shares held by Dissenting
     Shareholders  in  excess of five  percent  (5%) are  referred  to herein as
     "Excess  Dissenting  Shares");  provided,  however,  that the condition set
     forth  herein  shall  terminate  upon  delivery by the Escrow  Agent to the
     Company of Escrow Shares pursuant to paragraph 3.c.ix below.

     c. The  Deposit  shall be released  and  delivered  by the Escrow  Agent in
accordance with the following procedures:

          i.  within  fifteen  (15) days  after the end of each of the  Earn-Out
     periods described in subparagraphs i, ii or iii of paragraph 3(a),  without
     giving effect to any Grace Period, the independent  auditors of the Company
     shall  deliver  to the Escrow  Agent,  with a copy to the  Shareholders,  a
     written statement  indicating that the revenue  requirements for the period
     in question  have been  satisfied in whole (a  "Satisfactory  Earn-Out") or
     have not been satisfied;
<PAGE>

          ii. if the Company's  independent  auditors  provide a written  notice
     that the revenue  requirements  for a period have not been satisfied in the
     manner  described in subparagraph i of paragraph 3(c),  within fifteen (15)
     days  after  the  end  of  each  of  the  Earn-Out  periods   described  in
     subparagraphs  i, ii or iii of paragraph  3(a),  after giving effect to the
     Grace Period, the independent  auditors of the Company shall deliver to the
     Escrow  Agent,  with  a copy  to  the  Shareholders,  a  written  statement
     indicating  that  a  Satisfactory  Earn-Out,  Partial  Earn-Out  or  Failed
     Earn-Out  has  occurred  for the  period  in  question  and,  if a  Partial
     Earn-Out,  setting  out the  percentage  to  which  the  Earn-Out  has been
     satisfied;

          iii.  simultaneous  with each  letter from the  Company's  independent
     auditors as provided for in  subparagraphs  i and ii of paragraph 3(c), the
     Company shall provide a written  statement to the Escrow Agent, with a copy
     to the  Shareholders,  indicating  that the Other  Conditions  described in
     paragraph  3(b) have been  satisfied  or, if they have not been  satisfied,
     indicating the specific  facts  representing a failure to satisfy the Other
     Conditions.

          iv. if the Company should provide a letter to the Escrow Agent and the
     Shareholders in the manner prescribed in subparagraph iii of paragraph 3(c)
     indicating  that  there  has been a  failure  to  satisfy  any of the Other
     Conditions,  the Shareholders shall notify the Escrow Agent, with a copy to
     the Company,  in writing either confirming the failure to satisfy the Other
     Conditions  or  disputing  the failure to satisfy the Other  Conditions  (a
     "Dispute Letter");

          v. if the Escrow  Agent  receives  (A) a letter  from the  independent
     auditors indicating that a Satisfactory  Earn-Out has occurred for a period
     and (B)(I) a letter from the Company  indicating that the Other  Conditions
     have been satisfied, or (II) if the Company should fail to provide a letter
     with respect to satisfaction of the Other Conditions  within the prescribed
     period;  then the Escrow Agent shall  within five (5)  business  days after
     receipt of the referenced  letters forward to the Shareholders by overnight
     delivery,  certified mail or personal  delivery,  each of the Shareholders'
     respective interests in the Deposit for the Earn-Out Period in question.

          vi. if the Escrow  Agent  receives  (A) a letter from the  independent
     auditors  indicating that a Partial  Earn-Out has occurred for a period and
     (B)(I) a letter from the Company  indicating that the Other Conditions have
     been satisfied, or (II) if the Company should fail to provide a letter with
     respect to  satisfaction  of the Other  Conditions  within  the  prescribed
     period;  then the Escrow Agent shall  within five (5)  business  days after
     receipt of the referenced letters forward by overnight delivery,  certified
     mail  or  personal   delivery,   (X)  to  the  Shareholders   each  of  the
     Shareholders' respective interests in the Deposit as reduced to reflect the
     percentage to which the Earn-Out has been satisfied for the Earn-Out Period
     in question and (Y) to the Company, the balance of the Deposit allocable to
     the Earn-Out Period in question.
<PAGE>

          vii.  if the  Escrow  Agent  receives  a letter  from the  independent
     auditors  indicating that a Failed Earn-Out has occurred for a period,  the
     Escrow  Agent shall  within  five (5)  business  days after  receipt of the
     referenced letter forward to the Company by overnight  delivery,  certified
     mail or personal  delivery,  the portion of the  Deposit  allocable  to the
     Earn-Out Period in question.

          viii. if the Escrow Agent  receives (A) a letter from the  independent
     auditors  indicating that a Satisfactory  Earn-Out or Partial  Earn-Out has
     occurred for a period and (B) a letter from the Company indicating that the
     Other  Conditions have not been satisfied,  the Escrow Agent shall continue
     to hold the  balance of the  Deposit  until  such time as the Escrow  Agent
     shall  have   received  a  letter  signed  by  both  the  Company  and  the
     Shareholders,  or an order of a court,  instructing  the Escrow  Agent with
     respect to the  delivery  of the  balance of the  Deposit at which time the
     Escrow Agent shall  deliver the balance of the Deposit in  accordance  with
     such instructions.

          ix. notwithstanding anything herein to the contrary, in the event that
     the Escrow  Agent  receives a letter from the Company  indicating  that the
     Company  has  received  notice of the  exercise of  dissenters  rights with
     respect to Excess Dissenting Shares, the Escrow Agent shall (A) continue to
     hold the balance of the Deposit  until such time as the Escrow  Agent shall
     have received a letter (the "Notice of  Settlement")  signed by the Company
     (x) indicating that the value of the Excess  Dissenting Shares (the "Agreed
     Value") has been agreed to by the Company and the Dissenting  Shareholders,
     in writing or by court order (the  "Settlement  Agreement"),  and providing
     evidence of the same, and (y) setting out the total out-of-pocket cost (the
     "Dissent Cost")  directly  attributable  to the Excess  Dissenting  Shares,
     including the aggregate  Agreed Value,  legal fees and court costs, if any,
     and  setting out the closing  price (the  "Stock  Price") of the  Company's
     Common  Stock  on the  trading  day  prior  to the  date of the  Settlement
     Agreement,  and (B) within  five (5)  business  days  after  receipt of the
     Notice of  Settlement,  forward  to the  Company,  by  overnight  delivery,
     certified  mail  or  personal  delivery,   that  number  of  Escrow  Shares
     determined  by dividing the Dissent  Cost by the Stock Price.  In the event
     that Escrow Shares are delivered to the Company for  cancellation  pursuant
     to the provisions of this paragraph 3(c)ix,  the Deposit shall be deemed to
     have been  retroactively  reduced by such  number of Escrow  Shares and all
     calculations  hereunder  shall be made as if the Escrow  Shares in question
     had never been included in the Deposit.

     4.  Termination of the Escrow.  The Escrow  created hereby shall  terminate
upon disbursement of the Deposit in full in accordance with paragraph 3. If, for
any reason,  the Escrow  Agent  continues  to hold part or all of the Deposit on
December  31,  2001,  the Escrow Agent may deliver the balance of the Deposit to
the  Company,  or in the manner  described  in  paragraph 8, as the Escrow Agent
shall  determine  in its  sole  discretion,  at  which  time  the  Escrow  shall
terminate.

<PAGE>

     5. Limits of Escrow Agent Obligations.  The Escrow Agent shall be protected
in acting upon,  recognizing,  or otherwise  relying upon any paper or documents
believed by it to be genuine and  reasonably  believed by it to have been signed
by the  person  or  persons  by  whom  it  purports  to have  been  signed.  The
obligations of the Escrow Agent shall be qualified in full by Exhibit A attached
hereto.

     6.  Restrictions  on Use of Escrow  Shares and Escrow  Warrants  in Escrow.
Until duly  delivered in  accordance  with  paragraph  3, the Escrow  Shares and
Escrow  Warrants  comprising the Deposit and held in the Escrow Account shall be
exclusive  property of the Company and the  Shareholders  shall have no right to
custody  or  possession  thereof  or right to  assign,  transfer,  encumber,  or
hypothecate  the proceeds from the sale of Escrow Shares or Escrow Warrants held
by the Escrow Agent in the Escrow Account in any manner  whatsoever prior to the
release  of said  Escrow  Shares  and Escrow  Warrants  from the Escrow  Account
pursuant to Paragraph 3 hereof.

     7. Escrow Shares and Escrow Warrants  Subject to Process  Against  Company.
All Escrow Shares and Escrow  Warrants  deposited in the Escrow Account shall be
subject to writs of  attachment,  writs of  execution,  and other legal  process
directed  against  personal  property owned by, or debts or credits owed, by the
Company.  For the purpose of  responding  to such process the Escrow Agent shall
consider all Escrow Shares and Escrow  Warrants held in the Escrow Account to be
standing in the name of the judgment debtor Company alone,  and the Escrow Agent
shall not be required  to demand any bond or other  security  or  protection  to
indemnify  the  Company or the  respective  Shareholders  against  any damage by
reason of the holding or taking of such sums, except that the Escrow Agent shall
give the Company and the  Shareholders  prompt written notice of any attachment,
writ of execution, or other legal process brought against such Escrow Shares and
Escrow Warrants.

     8.  Dispute  Relating to Proceeds  in Escrow.  The Escrow  Agent shall give
prompt written  notice to the Company of any demand,  request,  order,  or other
notice  received  by it  from  any  Shareholder,  or any  person  purporting  to
represent any  Shareholder  (including a  conservator,  guardian,  executor,  or
administrator,  or the Securities and Exchange  Commission),  where such demand,
request,  order or other  notice  demands  withdrawal  of all or any part of the
Escrow  Shares and Escrow  Warrants  on  deposit in the Escrow  Account.  If the
Escrow Agent does not receive a written response to such notice from the Company
within five working  days of receipt of said notice by the  Company,  the Escrow
Agent may, in its sole discretion, deliver the Escrow Shares and Escrow Warrants
then on deposit to the respective Shareholder(s),  their representatives, or the
Securities  and  Exchange  Commission;  provided,  however,  if the Escrow Agent
receives written notice from the Company within the time period specified herein
of any  controversy  between the Company and any  Shareholder or any third party
with respect to the Escrow Shares or the Escrow Warrants, the Escrow Agent shall
not make any  delivery  in any regard to such  demand,  request,  order or other
notice received by it, but may await settlement of any such controversy by final
adjudication of the controversy in appropriate legal proceedings,  or otherwise,
as the Escrow Agent may deem necessary, and in such event the Escrow Agent shall
not be liable for  interest  or  damage.  Alternatively,  the  Escrow  Agent may
initiate in the appropriate federal or state courts having jurisdiction over the
proceeds held in the Escrow Account an action to interplead the property held in
the escrow and seek a judicial  resolution of conflicting  claims  therefor.  In
either  case,  the Escrow  Agent  shall be  indemnified  by the  Company and the
Shareholders pursuant to Paragraph 9 hereof.
<PAGE>

     9.  Liability of Escrow  Agent and  Indemnification.  Delivery  made by the
Escrow Agent, in accordance  with Paragraphs 3 or 4 of this Agreement,  will act
as a  complete  discharge  of all  liability  of the  Escrow  Agent  under  this
Agreement,  and the Company and the  Shareholders  jointly and severally  agree,
whether  or not the  Escrow  Agent has made any  delivery  pursuant  hereto,  to
indemnify and hold the Escrow Agent  harmless from any and all costs,  expenses,
losses, damages and liabilities of any nature relating to or arising out of this
Escrow  Agreement and the obligations of the Escrow Agent  hereunder,  except as
arise out of the Escrow Agent's own misconduct or negligence.  No such indemnity
shall be paid from,  charged  against,  or satisfied  from the Escrow  Shares or
Escrow  Warrants  held in the Escrow  Account under any  circumstances,  and the
Escrow Agent shall have no rights  against or lien against such Escrow Shares or
Escrow Warrants for any claim or indemnity  hereunder,  it being  understood and
agreed that such  obligation to indemnify the Escrow Agent shall be the sole and
exclusive obligation of the Company and the Shareholders.

     10. Disputes Relating to Earn-Out. Subject to the Escrow Agent's continuing
rights under paragraph 8 above,  any dispute with respect to the satisfaction of
the Earn-Out criteria set forth in paragraph 3, shall be settled  exclusively by
arbitration under the Commercial  Arbitration Rules of the American  Arbitration
Association  in  Miami,  Florida,  and  judgment  on the award  rendered  by the
arbitrator(s) may be entered in any court having jurisdiction thereof.

     11. Fees and Charges of Escrow  Agent.  The fees and usual  charges  agreed
upon for the Escrow Agent's services hereunder, as set out on Exhibit B attached
hereto,   shall  be  considered   compensation  for  its  ordinary  services  as
contemplated by this Escrow Agreement.  All such usual fees and charges shall be
the obligation of and shall be paid solely by the Company. In the event that the
conditions of this Escrow Agreement are not promptly fulfilled by the Company or
the Escrow Agent renders any services  hereunder  not expressly  provided for in
this Escrow Agreement, or there is any assignment of any interest in the subject
matter of this escrow or modification  hereof, or a controversy arises hereunder
that the  Escrow  Agent is made a party to, or the  Escrow  Agent  initiates  or
intervenes in any  litigation  pertaining  to the Escrow  Account or the subject
matter  thereof  as  provided  herein,  the  Escrow  Agent  shall be  reasonably
compensated  for such  extraordinary  services and  reimbursed for all costs and
expenses  including  legal  expenses  occasioned by such delay,  controversy  or
litigation  by the Company.  The Escrow Agent shall not have the right to retain
any  documents  and/or other  things of value,  including  the Escrow  Shares or
Escrow Warrants held in the Escrow Account,  nor may the Escrow Agent subject to
lien or otherwise seek  satisfaction of such compensation from such documents or
proceeds for such compensation, fees, costs, and expenses, but shall look solely
to the Company for payment thereof.

     12.  Notices.  Any  communications  between  the  parties  hereto or notice
provided  herein may be given by mailing the same to the Escrow  Agent by United
States mail,  registered or certified,  postage prepaid,  at Michael W. Sanders,
Esq., 440 Louisiana,  Suite 475,  Houston,  Texas 77002,  by mailing same to the
Company by United  States mail,  registered or certified,  postage  prepaid,  to
Fusion Networks Holdings, Inc., 8115 N.W. 29th Street, Miami, Florida 33122, and
by mailing the same to the Shareholders at their respective addresses as set out
on the list delivered pursuant to paragraph 2 or to such other address as any of
the parties hereto may in writing hereafter indicate.
<PAGE>


     13.  Governing Law. This Agreement and any rights or obligations  hereunder
shall be construed  and regulated  under and their  validity and effect shall be
determined by the laws of the State of Florida.

     14. Severability. If one or more of the provisions contained herein for any
reason  shall be held to be invalid,  illegal or  unenforceable  in any respect,
such  invalidity,  illegality  or  unenforceabilIty  shall not  effect any other
provisions  hereof and this  Agreement  shall be construed  as if such  invalid,
illegal or unenforceable provision had never been contained herein.

     IN WITNESS  WHEREOF,  the parties  hereto have caused this  Agreement to be
executed  by their  officers  thereunto  duly  authorized  as of the date  first
written above.

                                             COMPANY:

                                             FUSION NETWORKS HOLDINGS, INC.



                                              By:
                                                 -------------------------------
                                              Title:
                                                   -----------------------------


                                             VISUALCOM, INC.


                                             By:
                                                --------------------------------
                                             Title:
                                                   -----------------------------


                                             ESCROW AGENT:

                                             MICHAEL W. SANDERS



                                             By:
                                                --------------------------------
                                             Title:
                                                   -----------------------------


<PAGE>

                                    EXHIBIT A

               GENERAL TERMS AND CONDITIONS FOR ESCROW AGREEMENTS

     The  following  provisions  shall  be part  of the  escrow  agreement  (the
"Agreement") to which this exhibit is attached:

     1.   The duties of Michael W.  Sanders  (the  "Escrow  Agent")  shall be as
          expressed  under the  Agreement  and the  Escrow  Agent  shall have no
          implied duties. The permissive right or power to take any action shall
          not be construed as a duty to take action under any circumstances.

     2.   The Escrow  Agent shall not be  obligated to risk its own funds in the
          administration  of the  account.  The  Escrow  Agent need not take any
          action  under the  Agreement  which may  involve it in any  expense or
          liability  until  indemnified to its  satisfaction  for any expense or
          liability it reasonably believes it may incur.

     3.   Any recitals contained in the Agreement shall be deemed to be those of
          the principal and not those of the Escrow Agent.

     4.   Unless specifically required by the Agreement,  the Escrow Agent shall
          not be  required  to give any bond or  surety  or  report to any Court
          despite any statute, custom or rule to the contrary.

     5.   The Escrow Agent may execute any of the duties under the  Agreement by
          or through agents or receivers.

     6.   The Escrow  Agent shall not be required to take notice or be deemed to
          have notice of any default or other fact or event under the  Agreement
          unless the Escrow Agent shall be  specifically  notified in writing of
          such default, fact, or event.

     7.   The Escrow Agent may at any time resign from the  position  created in
          the Agreement by giving thirty (30) days written  notice by registered
          or certified mail to the parties to the Agreement and such resignation
          shall take effect at the end of such thirty (30) days or upon  earlier
          appointment of a successor.

     8.   In the event the Escrow Agent becomes involved in litigation by reason
          of the  administration  of this Agreement,  it is hereby authorized to
          deposit with the Clerk of the Court in which the litigation is pending
          any and all funds,  securities,  or other property held by it pursuant
          hereto,  less its fees,  expenses and advances,  and  thereupon  shall
          stand fully  relieved and discharged of any further  duties.  Also, in
          the event the Escrow Agent is threatened  with litigation by reason of
          the Agreement,  it is hereby authorized to file an interpleader action
          in any court of competent  jurisdiction  and to deposit with the Clerk
          of such Court any funds, securities, or other property held by it, and
          thereupon  shall stand fully  relieved and  discharged  of any further
          duties.
<PAGE>

     9.   The Escrow Agent may engage legal counsel,  who may be counsel for any
          party  to the  Agreement,  and  shall  not be  liable  for  any act or
          omission  taken or suffered  pursuant to the opinion of such  counsel.
          The fees and expenses of such  counsel  shall be deemed to be a proper
          expense for which the Escrow Agent will have a lien against the Escrow
          Account.

     10.  Unless specifically required by the terms of the Agreement, the Escrow
          Agent  need not take  notice  of or  enforce  any  other  document  or
          relationship,   including  without  limiting  the  generality  of  the
          foregoing, any contract, settlement,  arrangements,  plan, assignment,
          pledge, release, decree or the like, but its duties shall be solely as
          set out in the Agreement.

     11.  The Escrow Agent shall be protected in acting upon any notice request,
          consent,  certificate,  order, affidavit,  letter,  telegram, or other
          paper or document believed by it to be genuine and correct and to have
          been signed or sent by the proper person or persons.
<PAGE>

                                    EXHIBIT B

                                ESCROW AGENT FEES





1.   $5,000.

2.   All  out-of-pocket  expenses  incurred by the Escrow Agent in administering
     the Escrow Account payable when billed.


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