ESCROW AGREEMENT





                                ESCROW AGREEMENT





  ESCROW AGREEMENT, made and entered into as of the _____ day of ____, 2002, by

and between Grafton State Bank, a Wisconsin banking corporation ("Escrow Agent")

and Mentor Capital Consultants, Inc., a Delaware corporation ("Company").



                                  WITNESSETH:



  WHEREAS,  the Company proposes to offer, offer for sale and sell to the public

up to 875,000 units, each unit consisting of two shares of its common stock, par

value $0.0001 per share ("Common Stock"), and two warrants ("Warrants") to

purchase additional shares of Common Stock, each Warrant, respectively,

entitling the holder to purchase one share of Common Stock at the price of $3.00

and $4.00, respectively, at an initial offering price of $4.00 per Unit

("Offering");



  WHEREAS, a registration statement on Form SB-2 with respect to the Units,

including a form of prospectus, has been filed by the Company with the

Securities and Exchange Commission ("Commission") under the Securities Act of

1933, as amended ("Securities Act").  One or more amendments to or changes in

such registration statement have been or may be so filed, and a final form of

prospectus will be filed with the Commission upon the effectiveness of such

registration statement.  Such registration statement (including all exhibits

thereto), as amended at the time it becomes effective and at the time each

post-effective amendment thereto becomes effective, and the final prospectus

filed upon the effectiveness of such registration statement or post-effective

amendment (including any supplements to such final prospectus filed following

such effectiveness) are referred to herein, respectively, as the "Registration

Statement" and the "Prospectus";



  WHEREAS, the Registration Statement and the Prospectus provide that amounts

tendered by investors in payment of the subscription price for Units, including

checks, cash and cash equivalents ("Subscription Proceeds"), shall be deposited

and held in escrow in a segregated account until such Subscription Proceeds are

disbursed by the Escrow Agent pursuant to this Agreement; and



  WHEREAS, unless subscriptions for not less than 12,500 Units are accepted by

the Company and fully paid for on or before the Termination Date, the Offering

will terminate, and no Units will be sold.  "Termination Date" means the date

which is 90 days after the date upon which the Registration Statement first

becomes effective under the Securities Act (which effective date shall also be

the date of the Prospectus), unless extended by the Company in its discretion

for an additional 120 days.



  NOW, THEREFORE, in consideration of the mutual covenants set forth herein and

other good and valuable consideration, the receipt and sufficiency of which is

hereby acknowledged, the parties hereto agree as follows:



  1. Escrow.  From the date hereof through and including (i) the date of the

final disbursement of funds pursuant to this Agreement or (ii) termination of

the Offering by the Company, whichever later occurs, the Escrow Agent shall act

as escrow agent and shall receive and disburse all Subscription Proceeds and

earnings, if any, thereon in accordance with the terms of this Agreement.  The

Escrow Agent hereby represents to the Company that it is a "bank" as such term

is defined by Section 3(a)(6) of the Securities Exchange Act of 1934, as amended

("Exchange Act").



  2. Deposit Procedure.



    (a) The Escrow Agent shall establish an appropriate segregated account

        ("Escrow Account") designated as the "Mentor Capital Consultants, Inc.

        Escrow Account," or with such other appropriate designation as shall be

        assigned by the Escrow Agent and communicated to the Company.  The

        Escrow Agent shall cause all Subscription Proceeds transmitted to it by

        the Company to be held in the Escrow Account.  All checks received by

        the Escrow Agent are to be held uncashed until required to be submitted

        for collection pursuant to paragraph 2(b) of this Agreement.







    (b) All Subscription Proceeds received by the Company shall be promptly

        delivered to the Escrow Agent, at 101 Falls Road, Grafton, Wisconsin

        53024, together with a schedule of such payments and the subscriptions

        represented thereby.  Provided that the Escrow Agent shall have received

        with respect to each subscription for Units (i) Facsimile Notice (as

        defined herein) from the Company that a subscription has been received

        by the Company and (ii) Subscription Proceeds in the amount required to

        pay in full for such subscription, the Escrow Agent shall immediately

        commence the collection process (as applicable) with respect to such

        Subscription Proceeds.  Any payment item which is returned to the Escrow

        Agent on its initial presentation for payment need not again be

        presented for collection.  The Facsimile Notice provided for in this

        paragraph shall be given by the Company not more than five (5) days

        following receipt by the Escrow Agent of such Subscription Proceeds and

        not less than two (2) business days prior to any disbursement of

        Subscription Proceeds by the Escrow Agent pursuant hereto.



    (c) If a subscription is not accepted by the Company, the Company shall,

        within five (5) days following its receipt, provide the Escrow Agent

        with Facsimile Notice (as defined herein) of the name of the rejected

        subscriber, the address of the rejected subscriber, and the amount of

        Subscription Proceeds received from such rejected subscriber and

        delivered to the Escrow Agent by the Company.



    (d) If the Escrow Agent is holding collected funds with respect to a

        rejected subscription, the Escrow Agent shall promptly remit the full

        amount of Subscription Proceeds received by the Company and delivered to

        the Escrow Agent, without interest thereon or deduction therefrom, to

        the rejected subscriber at the address provided by the Company.  If the

        Escrow Agent has presented the Subscription Proceeds of a rejected

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