ESCROW AGREEMENT, dated as of March 28, 2000, among Providential Holdings, Inc., a Nevada
corporation (the "Company"), the persons listed on the Purchaser Signature Page hereto (each of whom is
individually referred to as a "Purchaser" and all of whom are collectively referred to as the "Purchasers") and
Warshaw Burstein Cohen Schlesinger & Kuh, LLP, as escrow agent (the "Escrow Agent").
W I T N E S S E T H:
WHEREAS, pursuant to the terms of a Series 1 Bridge Note Purchase and Security Agreement (the "Purchase
Agreement"), dated as of the date hereof, between the Purchasers and the Company, each Purchaser has agreed
to purchase certain securities of the Company (the "Securities") at the purchase price (the "Purchase Price") set
forth in the Purchase Agreement; and
WHEREAS, pursuant to the Purchase Agreement, each Purchaser is required to deposit the Purchase Price into
escrow with the Escrow Agent;
NOW, THEREFORE, the parties agree as follows:
1. Capitalized terms used herein and not otherwise defined herein shall have the meanings given to such terms in
the Purchase Agreement.
2. The Escrow Agent agrees to act as escrow agent in accordance with the provisions hereof.
(a) Each Purchaser is depositing with the Escrow Agent, by wire transfer to the Escrow Agent's escrow account
Section 1.3 of the Purchase Agreement, which shall be non-interest bearing, the Purchase Price specified in
Section 1.1 of the Purchase Agreement (the "Escrow Fund").
(b) Upon receipt of a notice from the Company that the Closing has occurred, the Escrow Agent shall deliver the
Escrow Fund by wire transfer to the Company.
(c) If the Escrow Agent receives a joint notice from all of the Purchasers and t he Company that the Purchase
Agreement has been terminated without the Closing having occurred, the Escrow Agent shall return the Escrow
Fund to each Purchaser.
(d) If after April 24, 2000, the Escrow Agent receives notice from any Purchaser that the Closing has n