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                                ESCROW AGREEMENT



         This Escrow Agreement (the "Escrow Agreement") dated as of September

30, 2004 is by and between Lifesciences Opportunities Incorporated, a Florida

corporation (the "Company") and Dawson James Securities, Inc. (the "Escrow

Agent").



                                    RECITALS



         WHEREAS, the Company proposes to offer for sale to the public 10,000

shares (the "Shares") of Common Stock, par value $0.0001 per share, of the

Company, at a price of $6.00 per share;



         WHEREAS, the Shares will be offer on a "best efforts basis" in

accordance with the terms and conditions set forth in the Company's definitive

prospectus (the "Prospectus"), the form of which is included in the Company's

Registration Statement on Form SB-2 (SEC File No. 333-117100 as amended from

time to time(the "Registration Statement");



         WHEREAS, the public offering of the Shares is subject to and will be

conducted in accordance with Rule 419 under the Securities Act of 1933, as

amended (the "Securities Act") pertaining to public offerings by companies

commonly referred to as "blank check companies";



         WHEREAS, the public offering of the Shares will commence on or about

the date of the Prospectus and will end on the date or dates as set forth in the

Prospectus;



         WHEREAS, subscribers for Shares shall deposit with the Escrow Agent, by

check or wire transfer payment, the aggregate subscription price for the Shares

subscribed for;



         WHEREAS, all funds representing the subscription price of Shares

subscribed for shall be deposited and held in an escrow account the "Escrow

Account") established and maintained by the Escrow Agent;



         WHEREAS, the Company desires to appoint the Escrow Agent as the escrow

agent for the Escrow Account, on the terms and conditions set forth herein in

order to comply with the requirements of Rule 419 of the Securities Act;



         WHEREAS, if subscriptions for at least 5,000 Shares have not been

received and accepted by the Company and at least $26,100 (net of underwriting

commissions and expenses payable) of funds have not been deposited into the

Escrow Account within the time period therefor as set forth in the Prospectus

(the "Minimum Time Period"), all funds deposited in the Escrow Account shall be

returned promptly to the subscribers;



         WHEREAS, if subscriptions for at least 5,000 Shares have been received

and accepted by the Company and at least $26,100 of funds have been deposited

into the Escrow Account within the Minimum Time Period, the Company will deposit

into the Escrow Account stock certificates in the name of each subscriber

representing the number of Shares purchased from the Company;



         WHEREAS, if subscriptions for at least 5,000 Shares have been received

and accepted by the Company and at least $26,100 of funds have been deposited

into the Escrow Account within the Minimum Time Period, the escrowed funds and

the stock certificates deposited by the Company shall be held in the Escrow

Account for a period thereafter of up to 18 months after the date of the

Prospectus (the "Post-Offering Period") until the escrowed funds and the

escrowed stock certificates are released and delivered in accordance with the

terms and conditions set forth herein;





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         WHEREAS, the escrowed Shares being held in the Escrow Account may not

be transferred except in accordance with the terms and conditions set forth

herein; and



         WHEREAS, the Escrow Agent agrees to serve as escrow agent in accordance

with the terms and conditions set forth herein.



         NOW, THEREFORE, in consideration of the mutual agreements set forth

below, the parties hereby agree as follows:



         1. APPOINTMENT OF ESCROW AGENT AND ESTABLISHMENT OF ESCROW ACCOUNT.



              The Company hereby appoints the Escrow Agent as the escrow agent

hereunder in accordance with the terms and conditions set forth herein, and the

Escrow Agent hereby accepts such appointment. The Escrow Agent shall establish a

separate the Escrow Account in the name of "Lifesciences Opportunities

Incorporated - Escrow Account." The Escrow Account shall be maintained and

administered and the escrowed funds and the escrowed securities shall be

released and delivered in accordance with the terms and conditions set forth

herein.



         2. DEPOSIT OF FUNDS.



              (a) All funds received by the Escrow Agent from subscribers for

the Shares shall be deposited and held in the Escrow Account. The Escrow Agent

is hereby empowered on behalf of the Company to endorse and collect all checks,

drafts, or other instruments received on account of subscriptions for Shares.

Any check returned unpaid to the Escrow Agent shall be returned by the Escrow

Agent to the subscriber. In such cases, the Escrow Agent shall promptly notify

the Company of such return. The Escrow Agent shall provide information to the

Company as to the funds deposited into the Escrow Account and the collection

status of such funds. As used herein, "collection" means the normal process by

which a bank clears checks and collects funds thereon. The Company shall provide

information to the Escrow Agent as to each subscriber's name, address, number of

Shares subscribed for and the subscription price paid therefor, and such other

information concerning the subscribers as the Escrow Agent may reasonably

request.



              (b) If the Company rejects any subscription for which the Escrow

Agent has collected funds from the subscriber, the Escrow Agent shall promptly

issue a refund check to the rejected subscriber. If the Company rejects any

subscription for which the Escrow Agent has not collected funds but has

submitted the subscriber's check for collection, the Escrow Agent shall, upon

receipt of written instructions from the Company, promptly issue a check for the

amount of the subscriber's check to the rejected subscriber after the Escrow

Agent has cleared such funds. If the Escrow Agent has not submitted a rejected

subscriber's check for collection, the Escrow Agent shall, upon receipt of

written instructions from the Company, promptly remit the subscriber's check

directly to the subscriber.









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              (c) All funds received by the Escrow Agent pursuant to this Escrow

Agreement and deposited and held in the Escrow Account may be invested only as

permitted by the Prospectus.



         3. STATUS OF FUNDS.



         Until all funds in the Escrow Account are disbursed in accordance with

the terms and conditions of this Escrow Agreement, all funds deposited into the

Escrow Account shall be considered the property of the subscribers. The funds

deposited and held in the Escrow Account shall not become the property of the

Company or subject to its debts or obligations, unless and until such funds have

been disbursed to the Company in accordance with the terms and conditions of

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