SUN
      OPPORTUNITY I INC.

    SUBSCRIPTION
      ESCROW AGREEMENT

     

    This
      escrow agreement (this “Agreement”) is made as of ______ __, 2007 by and among
Sun
      Opportunity I Inc.
      a
      Nevada corporation (“Sun”),
      and
Sloan
      Securities Corp.,
      as
      escrow agent (the “Escrow Agent”) (collectively the “Parties”).

     

    WHEREAS,
      Sun
      intends to offer for sale (the “Offering”) to accredited investors (the
“Investors”) shares of the common stock of Sun (the “Shares”). The maximum
      subscriptions which may be accepted (“Maximum Subscription Proceeds”) is
      $300,000.00 representing the sale of 300,000 Shares.

     

    WHEREAS,
      each
      Investor will be required to pay the Investor’s subscription in full on
      sub-scribing.

     

     WHEREAS,
      Sun
      will solicit subscriptions for Interests on a “best efforts” “all or none” basis
      for Subscription Proceeds (“Subscription Proceeds”).

     

    WHEREAS,
      Subscription Proceeds are required to be held in escrow subject to the receipt
      and acceptance by Sun. 

     

    WHEREAS,
      no
      subscriptions to Sun will be accepted after the “Offering Termination Date.”


     

    WHEREAS,
      to
      facilitate compliance with Rule 15c2-4 adopted under the Securities Exchange
      Act
      of 1934 and Rule 419, Sun desires to have the Subscription Proceeds deposited
      with the Escrow Agent and the Escrow Agent agrees to hold the Subscription
      Proceeds under the terms and conditions set forth in this
      Agreement.

     

    NOW,
      THEREFORE,
      in
      consideration of the mutual covenants and conditions contained in this
      Agreement, the Parties, intending to be legally bound, agree as
      follows:

     

    1.
      APPOINTMENT OF ESCROW AGENT. 

     

    Sun
      appoints
      the Escrow Agent as the escrow agent to receive and to hold the Subscription
      Proceeds deposited with the Escrow Agent under this Agreement, and the Escrow
      Agent agrees to serve in this capacity.

     

    2.
      DEPOSIT OF SUBSCRIPTION PROCEEDS. 

     

    Pending
      receipt of the Subscription Proceeds of $300,000, Sun shall deposit the
      Subscription Proceeds of each Investor to whom Sun sells Interests with the
      Escrow Agent and shall deliver to the Escrow Agent a copy of the Subscription
      Agreement, the execution and subscription instrument signed by the Investor
      to
      evidence his agreement to purchase Interests in Sun. Payment for each
      subscription for Interests shall be in the form of a check or wire made payable
      to ADP Clearing/Sloan, as Escrow Agent, Sun Opportunity I Inc.
      Sun
      shall provide wire instructions to Investors who use that method of payment
      for
      their Subscriptions.

     

    3.
      INVESTMENT OF SUBSCRIPTION PROCEEDS. 

     

    If
      the
      Escrow Agent shall have received specific written investment instruction from
      Sun (which shall include instruction as to term to maturity, if applicable),
      on
      a timely basis, the Escrow Agent shall invest the Escrow Property in Eligible
      Investments, pursuant to and as directed in such instruction.


    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    “Eligible
      Investments” shall mean (i) obligations issued or guaranteed by the United
      States of America or any agency or instrumentality thereof (provided that the
      full faith and credit of the United States is pledged in support thereof);
      (ii)
      obligations (including certificates of deposit and banker’s acceptances) of any
      domestic commercial bank having capital and surplus in excess of $500,000,000.
      Eligible Investments shall be limited to those instruments readily obtainable
      and routinely offered by the Escrow Agent’s Corporate Trust
      Services.

     

    The
      Escrow Agent shall have no liability for any investment losses, including
      without limitation any market loss on any investment liquidated prior to
      maturity in order to make a payment required hereunder.

     

    4.
      DISTRIBUTION OF SUBSCRIPTION PROCEEDS. 

     

    If
      the
      Escrow Agent:

     

    
      	
              ž

            	
              receives
                proper written notice from an authorized officer of Sun that the
                Minimum
                Subscription Proceeds have been received and accepted;
                and

            


    

     

    
      	
              ž

            	
              determines
                that Subscription Proceeds are Distributable Subscription
                Proceeds;

            


    

     

    the
      Escrow Agent shall promptly release and distribute amounts and payees designated
      in writing from the Escrow Agent the Distributable Subscription Proceeds plus
      any interest earned while held by the Escrow Agent in the escrow account to
      the
      escrow account established under Rule 419 to the Securities Act of 1933.
“Distributable Subscription Proceeds” are Subscription Proceeds which have been
      deposited in the escrow account (1) by wire transfer or (2) if by check, after
      a
      ten day period from the date of deposit, period of time which would usually
      be
      sufficient for Subscription Proceeds paid by check to have returned unpaid
      by
      the bank on which the check was drawn. 

     

    After
      the
      initial distribution, any remaining Subscription Proceeds, plus any interest
      earned while held by the Escrow Agent in the escrow account, shall be promptly
      released and distributed by the Escrow Agent immediately if by wire and, if
      by
      check, after a 10 day period from the date of deposit to payees and in amounts
      designated in writing by Sun.

     

    Sun
      shall
      immediately return to the Escrow Agent any Subscription Proceeds which were
      paid
      by a check which were returned or otherwise not collected for any reason prior
      or subsequent to termination of this Agreement.

     

    5.
      DISTRIBUTIONS TO SUBSCRIBERS.

     

    
      	
              (a)
                

            	
              If
                Sun
                is not funded as contemplated because less than the Minimum Subscription
                Proceeds have been received and accepted by 3 p.m. Eastern Time on
                the
                Offering Termination Date, or for any other reason, then Sun shall
                notify
                the Escrow Agent in writing; and the Escrow Agent promptly shall
                distribute to each Investor a refund check made payable to the Investor
                in
                an amount equal to the Subscription Proceeds of the Investor, plus
                any
                interest earned while held by the Escrow Agent in the escrow
                account.

            


    

     

    
      	
              (b)
                

            	
              If
                a subscription for Interests submitted by an Investor is rejected
                by Sun
                for any reason after the Subscription Proceeds relating to the
                subscription have been deposited with the Escrow Agent, Sun promptly
                shall
                notify in writing the Escrow Agent of the rejection; and the Escrow
                Agent
                shall promptly distribute to the Investor a refund check
                made

            


    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    payable
      to the Investor in an amount equal to the Subscription Proceeds of the Investor,
      plus any interest earned while held by the Escrow Agent in the escrow
      account.

     

    6.
      COMPENSATION AND EXPENSES OF ESCROW AGENT. 

     

    Sun
      shall be
      solely responsible for and shall pay the compensation of the Escrow Agent for
      its services and the charges, expenses (including any reasonable attorneys’
fees), and other out-of-pocket expenses incurred by the Escrow Agent in
      connection with the administration of the provisions of this Agreement. The
      Escrow Agent shall have no lien on the Subscription Proceeds deposited in the
      escrow account. A fee of $2000, payable to Sloan Securities Corp., shall be
      paid
      and sent to the Escrow Agent with a signed copy of this Agreement

     

    7.
      DUTIES
      OF ESCROW AGENT. 

     

    The
      Escrow Agent shall not be obligated to accept any notice, make any delivery,
      or
      take any other action under this Agreement unless the notice or request or
      demand for delivery or other action is in writing and given or made by an
      authorized officer of Sloan. In no event shall the Escrow Agent be obligated
      to
      accept any notice, request, or demand from anyone other than Sloan.

     

    8.
      LIABILITY OF ESCROW AGENT. 

     

    The
      Escrow Agent shall not be liable for any damages, or have any obligations other
      than the duties prescribed in this Agreement in carrying it out or executing
      its
      purposes and intent. However, nothing in this Agreement shall relieve the Escrow
      Agent from liability arising out of its own willful misconduct or gross
      negligence. The Escrow Agent’s duties and obligations under this Agreement shall
      be entirely administrative and not discretionary. The Escrow Agent shall not
      be
      liable to any Party or to any third-party as a result of any action or omission
      taken or made by the Escrow Agent in good faith. Sun will indemnify the Escrow
      Agent, hold the Escrow Agent harmless, and reimburse the Escrow Agent from,
      against and for, any and all liabilities, costs, fees and expenses (including
      reasonable attorney’s fees) the Escrow Agent may suffer or incur by reason of
      its execution and performance of this Agreement. If any legal questions arise
      concerning the Escrow Agent’s duties and obligations under this Agreement, then
      the Escrow Agent may consult with its counsel and rely without liability on
      written opinions given to it by its counsel.

     

    The
      Escrow Agent shall be protected in acting on any written notice, request,
      waiver, consent, authorization, or other paper or document which the Escrow
      Agent, in good faith, believes to be genuine and what it purports to
      be.

     

    If
      there
      is any disagreement between any of the Parties, or between them or any other
      person, resulting in adverse claims or demands being made in connection with
      this Agreement, or if the Escrow Agent, in good faith, is in doubt as to what
      action it should take under this Agreement, then the Escrow Agent may, at its
      option, refuse to comply with any claims or demands on it or refuse to take
      any
      other action under this Agreement, so long as the disagreement continues or
      the
      doubt exists. In any such event, the Escrow Agent shall not be or become liable
      in any way or to any person for its failure or refusal to act and the Escrow
      Agent shall be entitled to continue to so refrain from acting until the dispute
      is resolved by the Parties involved.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    9.
      RESIGNATION OR REMOVAL OF ESCROW AGENT. 

     

    The
      Escrow Agent may resign as such after giving thirty days’ prior written notice
      to the other Parties. Similarly, the Escrow Agent may be removed and replaced
      after receiving 30 days’ prior written notice from the other Parties. In either
      event, the duties of the Escrow Agent shall terminate 30 days after the date
      of
      the notice (or as of an earlier date as may be mutually agreeable); and the
      Escrow Agent shall then deliver the balance of the Subscription Proceeds (and
      any interest earned while held by the Escrow Agent in the escrow account) in
      its
      possession to a successor escrow agent appointed by the other Parties as
      evidenced by a written notice filed with the Escrow Agent.

     

    If
      the
      other Parties are unable to agree on a successor escrow agent or fail to appoint
      a successor escrow agent before the expiration of thirty days following the
      date
      of the notice of the Escrow Agent’s resignation or removal, the Escrow Agent may
      petition any court of competent jurisdiction for the appointment of a successor
      escrow agent or other appropriate relief. Any resulting appointment shall be
      binding on all of the Parties.

     

    On
      acknowledgment by any successor escrow agent of the receipt of the then
      remaining balance of the Subscription Proceeds (and any interest earned while
      held by the Escrow Agent in the escrow account), the Escrow Agent shall be
      fully
      released and relieved of all duties, responsibilities, and obligations under
      this Agreement.

     

    10.
      TERMINATION. 

     

    This
      Agreement shall terminate and the Escrow Agent shall have no further obligation
      with respect to this Agreement after the distribution of all Subscription
      Proceeds (and any interest earned while held by the Escrow Agent in the escrow
      account) as contemplated by this Agreement or on the written consent of all
      the
      Parties.

     

    11.
      NOTICE. 

     

    Any
      notices or instructions, or both, shall be in writing and mailed by certified
      mail, by a nationally recognized overnight courier return receipt requested,
      or
      by fax (originals to be followed in the mail or by overnight
      courier).

     

    If
      to the
      Escrow Agent:

     

    Sloan
      Securities Corp.

    James
      Ackerman, President

    Two
      Executive Drive

    Fort
      Lee,
      NJ 07024

    


    If
      to
      Sun:

    


    Sun
      Opportunity I, Inc.

    Martin
      Chopp, CEO

    1129
      East
      22 St.

    Brooklyn,
      NY 11210

    


    Any
      Party
      may designate any other address to which notices and instructions shall be
      sent
      by notice duly given in accordance with this Agreement.


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    12.
      MISCELLANEOUS.

     

    
      	
              (a)
                

            	
              This
                Agreement shall be governed by and construed in accordance with the
                internal laws of New Jersey without reference to conflicts of laws.
                

            


    

     

    
      	
              (b)
                

            	
              This
                Agreement shall be binding on and shall inure to the benefit of the
                undersigned and their respective successors and
                assigns.

            


    

     

    
      	
              (c)
                

            	
              This
                Agreement may be executed in multiple copies, each executed copy
                to serve
                as an original.

            


    

     

    13.
      NO
      RECOMMENDATION

     

    The
      Parties acknowledge the Escrow Agent is not making any recommendations with
      respect to the securities offered.

     

    IN
      WITNESS WHEREOF,
      the
      Parties have executed this Agreement to be effective as of the day and year
      first above written.

     

    SLOAN
      SECURITIES CORP.,

    As
      Escrow
      Agent

     

    By:
      _____________________

    Name:
      ___________________

    Title:
      ____________________

    


    


    SUN
      OPPORTUNITY I INC.

    


    By:
      _____________________

    Name:
      ___________________

    Title:
      ____________________


    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    APPENDIX
      TO ESCROW AGREEMENT

    COMPENSATION
      FOR SERVICES OF ESCROW AGENT

     

    To
      be
      completed by Sloan Securities Corp.

     

    


     

    


     

     

    EXTRAORDINARY
      SERVICES:

     

    For
      any
      services other than those covered by the aforementioned, a special per hour
      charge will be made commensurate with the character of the service, time
      required and responsibility involved. Such services include but are not limited
      to excessive administrative time, attendance at closings, specialized reports,
      and record keeping, unusual certifications, etc.