Form of Escrow Agreement

ESCROW AGREEMENT


ESCROW AGREEMENT, effective as of the ___ day of May, 2003, by and among certain of the shareholders listed on Exhibit A to this Escrow Agreement (the "Shareholders" or "Shareholder") of CENTENNIAL SPECIALTY FOODS CORPORATION, a Delaware corporation (the "Company"), J.P. TURNER & COMPANY, L.L.C. (the "Representative") and CORPORATE STOCK TRANSFER, INC. (the "Escrow Agent").


WHEREAS, the Shareholders are the record and beneficial owners of certain of the Company's $.0001 par value common stock ("Common Stock") all as more fully reflected on Exhibit A to this Escrow Agreement;


WHEREAS, the Company and the Representative of the several underwriters (the "Underwriters") intend to enter into an underwriting agreement (the "Underwriting Agreement") pursuant to which the Company will sell Common Stock in a public offering pursuant to the registration provisions of the Securities Act of 1933, as amended (the "1933 Act");


WHEREAS, as a condition to closing the proposed public offering of the Company (the "Offering"), the Representative has required the Shareholders to deposit an aggregate of 200,000 shares of Common Stock owned by such Shareholders in Escrow with the Escrow Agent as reflected on Exhibit A (the "Escrow Shares"); and


WHEREAS, the Shareholders wish to deposit the Escrow Shares in Escrow in order to fulfill the requirements of the Underwriting Agreement.


NOW, THEREFORE, in consideration of the premises and of the mutual covenants, terms and conditions hereinafter set forth, the parties to this Escrow Agreement agree as follows:


SECTION 1. DESIGNATION AND DEPOSIT OF ESCROW SHARES.


a. The Escrow Shares to be deposited in Escrow pursuant to this
Escrow Agreement consist of 200,000 shares of Common Stock of the Company
and are owned of record as of the date of this Escrow Agreement by the
Shareholders identified on Exhibit A.


b. On the date on which the Securities and Exchange Commission
declares the Company's Registration Statement on Form SB-2 (Reg. No.
333-_____) effective under the 1933 Act (the "Effective Date"), the
Shareholders shall deliver to the Escrow Agent any and all certificates
representing the Escrow Shares and a stock power endorsed in blank with a
medallion guarantee. Promptly after the Effective Date, the Escrow Agent
shall deliver a receipt therefor and, if requested by a Shareholder, a new
certificate representing each Shareholder's share of Common Stock
represented by the certificates delivered but which are not subject to
this Escrow Agreement.


SECTION 2. TITLE OF ACCOUNT. All certificates representing the Escrow Shares delivered to the Escrow Agent pursuant to this Agreement shall be deposited on the Effective Date by the Escrow Agent in an account designated substantially as follows: "Centennial Specialty Foods Corporation Escrow Share Account" (the "Escrow Account").
SECTION 3. TRANSFER OF ESCROW SHARES DURING ESCROW PERIOD.


a. During the Escrow Period (as defined below) none of the Escrow
Shares deposited in the Escrow Account shall be sold, pledged,
hypothecated or otherwise transferred or delivered out of the Escrow
Account except:


i. transfers by operation of law;


ii. transfers of ownership certificates representing the
Escrow Shares, certificates for which have been deposited to the
Escrow Account, shall remain subject to the restrictions imposed
hereby, including those persons, if any, who become holders, by any
means provided herein, of the Escrow Shares during the Escrow
Period.


SECTION 4. DURATION OF ESCROW PERIOD.


a. The Escrow Period shall commence on the Effective Date and shall
terminate on the earlier of the date on which all Escrow Shares have been
returned to the Shareholders pursuant to Sections 6(a), 6(b), 6(c) or 6(d)
below.


b. This Agreement shall be of no force or effect in the event the
Underwriting Agreement is not executed on the Effective Date in accordance
with its terms.


SECTION 5. RECEIPT OF DISTRIBUTIONS AND DIVIDENDS. During the term of the Escrow Period, if the Company issues any distributions, dividends, rights or other property with respect to the Common Stock, then, in such event, the Company shall be authorized to send evidence of such distributions, dividends, rights or other property directly to the Escrow Agent, which is hereby authorized to hold and retain possession of all such evidences of distributions, dividends, rights or other property until termination of the Escrow Period in accordance with Section 6 below. In the event the Escrow Shares are distributed to the Shareholders pursuant to Sections 6(a), 6(b), 6(c) or 6(d) below, then the Escrow Agent will distribute evidences of such distributions, dividends, rights, or other property in the form the Escrow Agent received such distributions, dividends, rights, or other property from the Company. If the Company recapitalizes, splits or combines its shares, such shares shall be substituted on a pro rata basis for the Escrow Shares. The Company will notify the Escrow Agent of the occurrence of the events listed in this section.


SECTION 6. RELEASE AND DELIVERY OF ESCROW SHARES. ...