ESCROW AGREEMENT

Pursuant to Reg.ss.230.419 of the Securities Act of 1933
Offerings by Blank Check Companies

Deposit and Investment of Proceeds.

(i) All offering proceeds, after deduction of cash paid for underwriting
commissions, underwriting expenses and dealer allowances, and amounts permitted
to be released to the registrant pursuant to (vi) of this section, shall be
deposited promptly into the escrow or trust account; provided, however, that no
deduction may be made for underwriting commissions, underwriting expenses or
dealer allowances payable to an affiliate of the registrant.

(ii) Deposited proceeds shall be in the form of checks, drafts, or money orders
payable to the order of the escrow agent or trustee.

(iii) Deposited proceeds and interest or dividends thereon, if any, shall be
held for the sole benefit of the purchasers of the securities.

(iv) Deposited proceeds shall be invested in one of the following:

     (A)  an obligation that constitutes a "deposit," as that term is defined in
          section 3(l) of the Federal Deposit Insurance Act [12 U.S.C. 1813(l)
          (1991)];

     (B)  securities of any open-end investment company registered under the
          Investment Company Act of 1940 [15 U.S.C. 80a-1 et. seq.] that holds
          itself out as a money market fund meeting the conditions of paragraphs
          (c)(2), (c)(3), and (c)(4) of Rule 2a-7 [17 CFR 270.2a- 7] under the
          Investment Company Act; or

     (C)  securities that are direct obligations of, or obligations guaranteed
          as to principal or interest by, the United States.

(v) Interest or dividends earned on the funds, if any, shall be held in the
escrow or trust account until the funds are released in accordance with the
provisions of this section. If funds held in the escrow or trust account are
released to a purchaser of the securities, the purchasers shall receive interest
or dividends earned, if any, on such funds up to the date of release. If funds
held in the escrow or trust account are released to the registrant, interest or
dividends earned on such funds up to the date of release may be released to the
registrant.

(vi) The registrant may receive up to 10 percent of the proceeds remaining after
payment of underwriting commissions, underwriting expenses and dealer allowances
permitted by paragraph (i) of this section, exclusive of interest or dividends,
as those proceeds are deposited into the escrow or trust account.



Conditions for Release of Deposited Securities and Funds.

Funds held in the escrow or trust account may be released to the registrant and
securities may be delivered to the purchaser or other registered holder
identified on the deposited securities only at the same time as or after:

(i) the escrow agent or trustee has received a signed representation from the
registrant, together with other evidence acceptable to the escrow agent or
trustee, that the requirements of paragraphs (e)(1) and (e)(2) of this section
have been met; and

(ii) consummation of an acquisition(s) meeting the requirements of paragraph
(e)(2)(iii) of this section.

                                        By: /s/ Richard I. Anslow
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                                                 RICHARD I. ANSLOW