ESCROW AGREEMENT



         THIS ESCROW AGREEMENT (this "AGREEMENT") is made and entered into as of

January ___, 2003, by INTERCARD,  INC., a Nevada  corporation  (the  "COMPANY");

CORNELL CAPITAL PARTNERS,  LP, a Delaware limited  partnership (the "INVESTOR");

BUTLER  GONZALEZ LLP (the  "INVESTOR'S  COUNSEL");  and WACHOVIA  BANK,  N.A., a

national banking association, as Escrow Agent hereunder (the "ESCROW AGENT").





                                   BACKGROUND



         WHEREAS,  the Company and the Investor have entered into an Equity Line

of Credit Agreement (the "EQUITY LINE OF CREDIT AGREEMENT") dated as of the date

hereof, pursuant to which the Investor will purchase the Company's Common Stock,

par value $0.001 per share (the "COMMON  STOCK"),  at a price per share equal to

the  Purchase  Price,  as that  term is  defined  in the  Equity  Line of Credit

Agreement,  for an aggregate price of up to Seven Million Five Hundred  Thousand

Dollars ($7,500,000).  The Equity Line of Credit Agreement provides that on each

Advance Date the Investor,  as that term is defined in the Equity Line of Credit

Agreement,  shall  deposit  the  Advance  pursuant  to the  Advance  Notice in a

segregated  escrow  account  to be held by Escrow  Agent and the  Company  shall

deposit  shares of the Company's  Common Stock,  which shall be purchased by the

Investor  as set  forth  in the  Equity  Line  of  Credit  Agreement,  with  the

Investor's  Counsel, in order to effectuate a disbursement to the Company of the

Advance by the Escrow Agent and a disbursement  to the Investor of the shares of

the Company's Common Stock by Investor's  Counsel at a closing to be held as set

forth in the Equity Line of Credit Agreement (the "CLOSING").



         WHEREAS,  Escrow  Agent has agreed to accept,  hold,  and  disburse the

funds deposited with it in accordance with the terms of this Agreement.



         WHEREAS,  Investor's  Counsel has agreed to accept,  hold, and disburse

the shares of the  Company's  Common Stock that have been  deposited  with it in

accordance with the terms of this Agreement.



         WHEREAS, in order to establish the escrow of funds and shares to effect

the provisions of the Equity Line of Credit  Agreement,  the parties hereto have

entered into this Agreement.



         NOW THEREFORE,  in consideration of the foregoing,  it is hereby agreed

as follows:



         1. DEFINITIONS.  The following terms shall have the following  meanings

when used herein:



                  a. "ESCROW FUNDS" shall mean the Advance funds  deposited with

the Escrow Agent pursuant to this Agreement.



                  b. "JOINT WRITTEN  DIRECTION"  shall mean a written  direction

executed by the Investor and the Company  directing Escrow Agent to disburse all

or a portion of the Escrow  Funds or to take or refrain  from  taking any action

pursuant to this Agreement.





<PAGE>



                  c. "COMMON STOCK JOINT WRITTEN DIRECTION" shall mean a written

direction executed by the Investor and the Company directing  Investor's Counsel

to disburse all or a portion of the shares of the  Company's  Common Stock or to

refrain from taking any action pursuant to this Agreement.



         2.  APPOINTMENT  OF AND  ACCEPTANCE  BY  ESCROW  AGENT  AND  INVESTOR'S

COUNSEL.



                  a. The Investor and the Company hereby appoint Escrow Agent to

serve as Escrow Agent  hereunder.  Escrow Agent hereby accepts such  appointment

and,  upon  receipt by wire  transfer  of the Escrow  Funds in  accordance  with

Section  3 below,  agrees to hold,  invest  and  disburse  the  Escrow  Funds in

accordance with this Agreement.



                  b. The  Investor  and the Company  hereby  appoint  Investor's

Counsel to serve as the holder of the shares of the Company's Common Stock which

shall be purchased  by the  Investor.  Investor's  Counsel  hereby  accepts such

appointment  and, upon receipt via D.W.A.C or the  certificates  representing of

the shares of the  Company's  Common Stock in  accordance  with Section 3 below,

agrees  to hold  and  disburse  the  shares  of the  Company's  Common  Stock in

accordance with this Agreement.



         3. CREATION OF ESCROW ACCOUNT/COMMON STOCK ACCOUNT.



                  a. On or prior to the date of this  Agreement the Escrow Agent

shall  establish an escrow  account for the deposit of the Escrow Funds entitled

as follows:  Intercard,  Inc. /Cornell Capital  Partners,  LP. The Investor will

wire funds to the account of the Escrow Agent as follows:



<TABLE>

<CAPTION>

<S>                             <C>

BANK:                          Wachovia Bank, N.A. of New Jersey

ROUTING #:                     031201467

ACCOUNT #:                     2020000659170

                               Butler Gonzalez LLP/Wachovia Bank, N.A.

NAME ON ACCOUNT:               as Escrow Agent

                               Intercard, Inc. /Cornell Capital Partners, LP Escrow

NAME ON SUB-ACCOUNT:           account

REFERENCE SUB-ACCOUNT #:       ______-02

ATTN:                          Robert Mercado (732) 452-3005

                               Carmela Agugliaro (732) 452-3005

NOTE:                          Only wire transfers shall be accepted.



</TABLE>



         b. On or prior to the date of this Agreement  Investor's  Counsel shall

establish an account for the D.W.A.C. of the shares of Common Stock. The Company

will D.W.A.C.  shares of the Company's Common Stock to the account of Investor's

Counsel as follows:





                                       2

<PAGE>











BROKERAGE FIRM:                Firserv

ACCOUNT #:                     55943709

DTC #:                         0632

NAME ON ACCOUNT:               Butler Gonzalez LLP Escrow Account



         4. DEPOSITS INTO THE ESCROW ACCOUNT.  The Investor agrees that it shall

promptly  deliver all monies for the  payment of the Common  Stock to the Escrow

Agent for deposit in the Escrow Account.



         5. DISBURSEMENTS FROM THE ESCROW ACCOUNT.

Home        Intelligence        Services        Subscriptions        News        About Us

Contact Us       Terms of Use       Resend Documents       Shopping Cart

Copyright © 2008 The Consus Group LLC