<SEQUENCE>4

<FILENAME>ex993.txt

<DESCRIPTION>ESCROW AGREEMENT

<TEXT>

                                ESCROW AGREEMENT



         THIS  ESCROW  AGREEMENT, dated as of July , 2005 ("ESCROW  AGREEMENT"),

is by and among ICOA,  INC.,  a Nevada corporation  ("PARENT"),  ICOA PUBLIC

SERVICES,  INC., a Nevada corporation and a wholly-owned subsidiary of Parent

("MERGER  SUB"),  LINKSPOT  NETWORKS,  INC.,  a  Maryland  corporation

("LinkSpot"),   ALAN  KOBRAN  (the "SHAREHOLDER REPRESENTATIVE"), and ICOA,

INC., as Escrow Agent hereunder ("ESCROW AGENT").



                                   BACKGROUND



         A. Parent, Merger Sub and LinkSpot have entered into an Agreement and

Plan of Merger (the "MERGER AGREEMENT"), dated as of July , 2005, pursuant to

which Merger Sub will merge with and into LinkSpot, with LinkSpot surviving the

merger and becoming a wholly-owned subsidiary of Parent (the "MERGER"). The

Merger Agreement provides that 7,199,995 shares of Parent Common Stock (the

"ESCROW SHARES") will be deposited into an escrow account to be available to

reimburse Parent, its officers, directors, agents or Affiliates (including

LinkSpot as the surviving corporation in the Merger) for certain losses pursuant

to Article VII of the Merger Agreement.



         B. Escrow Agent has agreed to accept, hold, and disburse the Escrow

Fund (as defined below) in accordance with the terms of this Escrow Agreement.



         C. Pursuant to the Merger Agreement, the stockholders of LinkSpot

receiving shares of Parent Common Stock upon the consummation of the Merger (the

"LINKSPOT STOCKHOLDERS") have appointed the Shareholder Representative to

represent them for all purposes in connection with the reimbursement provisions

of the Merger Agreement and this Escrow Agreement. The number of Escrow Shares

deposited on behalf of each LinkSpot Stockholder is set forth in Schedule A

attached hereto.



         D. In order to establish the escrow of the Escrow Shares and to effect

the reimbursement provisions of the Merger Agreement, the parties hereto have

entered into this Escrow Agreement.



                             STATEMENT OF AGREEMENT



         NOW THEREFORE, for good and valuable consideration, the receipt and

sufficiency of which are hereby acknowledged, the parties hereto, for

themselves, their successors and assigns, hereby agree as follows:



         1. DEFINITIONS. Capitalized terms used in this Escrow Agreement and not

otherwise defined shall have the meanings given to them in the Merger Agreement.

The following terms shall have the following meanings when used herein:



                  "BUSINESS DAY" shall mean any day other than a Saturday,

Sunday or a legal holiday.



<PAGE>



                  "CLAIM" shall mean a claim for Damages by Parent pursuant to

the Merger Agreement.



                  "ESCROW PERIOD" shall mean the period commencing on the date

hereof and ending on the date which is the one year anniversary of the Closing

Date (the "EXPIRATION DATE"); PROVIDED, HOWEVER, that such period shall not

terminate with respect to such amount (or some portion thereof) that together

with the aggregate amount remaining in the Escrow Fund is necessary in the

reasonable judgment of Parent, subject to the objection of the Shareholder

Representative and the subsequent arbitration of the matter in the manner

provided in Section 4 below, to satisfy any unsatisfied Claims concerning facts

and circumstances existing prior to the termination of such period specified in

any Officer's Certificate delivered to the Escrow Agent on or before 5:00 p.m.,

EDT, on the Expiration Date.



                  "ESTIMATED CLAIM AMOUNT" shall mean the amount designated by

the Parent to be the amount of any Claim for which an Officer's Certificate has

been delivered. Escrow Agent shall have no liability or responsibility to

question or determine the accuracy or the reasonableness of any Estimated Claim

Amount.



                  "LINKSPOT  STOCKHOLDERS"  shall have the meaning given in

Section C of the  Background  statement above.



                  "OFFICER'S CERTIFICATE" shall mean a written notification,

signed by an officer of the Parent, which shall include (A) a statement that

Parent has paid or properly accrued or reasonably anticipates that it will have

to pay or accrue Losses, (B) a statement specifying in reasonable detail the

amount of the Estimated Claim Amount, the date such amount was paid or properly

accrued, or the basis for such anticipated liability, and the nature of the

misrepresentation, breach of warranty or covenant to which such amount is

related, (C) the sequential number of such Claim in relation to all Officer's

Certificates delivered hereunder, (D) the date of such Officer's Certificate,

and (E) the aggregate Estimated Claim Amounts of all Claims as to which

Officer's Certificates have been delivered. Each Officer's Certificate also

shall include a certification by the officer of the Parent that the Claim is

being made pursuant to the Merger Agreement and this Escrow Agreement.



         2. APPOINTMENT OF AND ACCEPTANCE BY ESCROW AGENT. Parent, LinkSpot,

Merger Sub and the Shareholder Representative hereby appoint Escrow Agent to

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

and, upon receipt of the Escrow Shares in accordance with Section 3 below,

agrees to hold and disburse the Escrow Fund (as defined below) in accordance

with this Escrow Agreement.

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