LETTER
      OF
      ESCROW INSTRUCTIONS PURSUANT TO RULE 419

    UNDER
      THE
      SECURITIES ACT OF 1933

     

    To:
      Sloan
      Securities Corp.

     

    This
      Letter of Escrow Instructions (the “Escrow Agreement”) to Sloan Securities
      Corp., the ‘Escrow Agent’ shall become immediately and automatically become
      operative and effective upon the successful completion of a public offering
      (the
“Offering”) of certain securities of Sun Opportunity I Inc., a Nevada
      corporation (the "Company") which is described more fully in the Company's
      Form
      SB-2 Registration Statement under the Securities Act of 1933 (Registration
      No.
      ___-___________). The Company and the Escrow Agent are hereinafter collectively
      referred to as the “Parties.” The Company and the Escrow Agent have previously
      entered into an Escrow Agreement dated as of June ___, 2007 which relates to
      the
      creation, operation and termination of the Company’s public offering with Sloan
      Securities Corp. (the "Subscription Escrow"). The terms and conditions of the
      Subscription Escrow are incorporated herein by this reference. 

     

    
      	1.	
              ESCROW
                PURPOSE:

            


    

     

    
      	1.1	
              This
                escrow is established by the Company. There are no other parties
                for whom
                funds will be held in escrow. 

            


    

     

    
      	1.2	
              The
                purpose of this escrow is to receive, hold and ultimately distribute,
                in
                accordance with the terms of this
                agreement:

            


    

     

    
      	 	
              (a)

            	
              The
                cash proceeds ("Offering Proceeds") of the Company's registered public
                offering of securities; and

            


    

     

    
      	 	
              (b)

            	
              The
                stock certificates representing beneficial ownership of the securities
                that will be sold to the public and issued as compensation as a result
                of
                the Company's registered public offering of
                securities.

            


    

     

    
      	
              1.3

            	
              This
                Escrow Agreement constitutes an essential element of the Company's
                proposed public offering of securities and is required by Securities
                and
                Exchange Commission Rule 419. The Parties shall, at all times, conduct
                all
                of their activities relating to the Rule 419 escrow created hereby
                in
                strict compliance with the letter and the spirit of Rule 419. In
                the event
                of any inconsistency between the terms of this Agreement and the
                requirements of Rule 419, the requirements of Rule 419 shall have
                priority.

            


    

     

    
      	2.	
              ESCROW
                DEPOSITS:

            


    

     

    
      	
              2.1

            	
              Upon
                successful completion of the Company's offering, the Escrow Agent
                for the
                Subscription Escrow, will

            


    

     

    
      	 	
              (a)

            	
              Prepare
                a detailed schedule that identifies each person who has purchased
                shares
                of the Company's Common Stock, states the number of shares purchased
                by
                each subscriber, and otherwise complies with the requirements of
                12 CFR
                330.1 of the Regulations of the Federal Deposit Insurance Corporation.;
                and

            


    

     

    
      	 	
              (b)

            	
              Directly
                transfer to the Rule 419 escrow created by this agreement all funds
                then
                on deposit in the Subscription Escrow, including any interest previously
                earned thereon.

            


    


    
      
         

      

      
         

        
          

        

      

      
         

      

    


     

    
      	 	
              2.2

            	
              As
                soon as practicable after the successful completion of the Company's
                offering, the Company will deliver, or cause to be delivered, to
                the
                Escrow Agent, Stock Certificates representing the ownership of the
                300,000
                shares of common stock that have been sold to the public in connection
                with the Company's public offering of securities. All stock certificates
                delivered to the Escrow Agent shall be registered in the name of
                the owner
                thereof and contain such other information as the Company and the
                Escrow
                Agent deem necessary or desirable to comply with the requirements
                of
                Securities and Exchange Commission Rule 419 and the Regulations of
                the
                Federal Deposit Insurance Corporation, or otherwise provide for the
                efficient performance of the Escrow Agent's duties
                hereunder.

            


    

     

    
      	2.3	
              When
                the Escrow Agent has received the subscription funds specified in
                Section
                2.1 and the stock certificates specified in Section 2.2, it shall
                examine
                the stock certificates delivered by the Company to confirm that the
                information on the stock certificates agrees in all particulars with
                the
                information in the detailed schedule prepared by the subscription
                the
                Escrow Agent. In the event of any discrepancy between the records
                of the
                subscription the Escrow Agent and the records of the Company, the
                records
                of the subscription the Escrow Agent shall have
                priority.

            


    

     

    
      	
              2.4

            	
              The
                Escrow Funds and all stock certificates delivered to the Escrow Agent
                pursuant to Sections 2.2 and 2.5 shall be held and disposed of by
                the
                Escrow Agent in accordance with the following instructions and upon
                the
                terms and conditions hereinafter set
                forth.

            


    

     

    
      	3.	
              INVESTMENT
                OF ESCROW FUNDS:

            


    

     

    
      	
              3.1

            	
              The
                Escrow Funds may only be invested in (i) an obligation that constitutes
                a
                "deposit" as that term is defined in section 3(1) of the Federal
                Deposit
                Insurance Act, (ii) securities of an open-end investment company
                registered under the Investment Company Act of 1940 that holds itself
                our
                as a money market fund meeting the conditions of paragraphs (c)(2),
                (c)(3), and (c)(4) of Rule 2a-7 under the Investment Company Act,
                or (iii)
                securities that are direct obligations of, or obligations guaranteed
                as to
                principal or interest by, the United
                States.

            


    

     

    
      	
              3.2

            	
              All
                interest earned with respect to the Escrow Funds shall be added to
                the
                principal thereof and treated as Escrow Funds for all purposes of
                this
                Agreement.

            


    

     

    
      	
              3.3

            	
              The
                Escrow Agent, in consultation with the Company, shall allocated the
                Escrow
                Funds in such a manner as will, in the judgment of the Escrow Agent,
                maximize the annual return on the Escrow Funds, maximize the amount
                that
                is insured by the United States and/or guaranteed as to principal
                and
                interest by the United States, and minimize the potential for loss
                of
                principal through market
                fluctuations.

            


    

     

    
      	
              3.4

            	
              The
                Escrow Funds shall not be invested in any securities that have a
                scheduled
                maturity of more than six months from the date of
                acquisition.

            


    

     

    
      	
              4.

            	
              TERMINATION
                AND DISBURSEMENTS:

            


    

     

    
      	
              4.1

            	
              If
                the Company has not negotiated a business combination, filed a
                post-effective amendment to its registration statement, completed
                a
                reconfirmation offering meeting the requirements of Rule 419 and
                closed on
                the business combination agreement on or before ___________________
                ("Termination Date") the Escrow Agent
                shall:

            


    


    
      
         

      

      
         

        
          

        

      

      
         

      

    


     

    
      	
            	
              (a)

            	
              Promptly
                forward a refund check to each person who purchased shares of the
                Company's common stock for cash in connection with the original offering.
                For purposes of this Agreement, all refunds shall be allocated among
                the
                purchasers of the Company's common stock on a per share basis and
                the
                Escrow Agent shall not be obligated to separately account for interest
                earned on the subscription escrow. Instead, the Escrow Agent is
                specifically authorized to determine the available balance in the
                Escrow
                Account and divide such balance by ++++++++ shares to calculate the
                amount
                of cash per share to be distributed to the purchasers. Refund checks
                shall
                be rounded up to the nearest whole cent and any overpayment resulting
                from
                such rounding shall be payable in cash by the
                Company.

            


    

     

    
      	 	
              (b)

            	
              Promptly
                return all stock certificates to the Company for cancellation. When
                all
                stock certificates and all Escrow Funds deposited with the Escrow
                Agent
                have been disbursed in accordance with the provisions of this Section
                4.1,
                the Rule 419 escrow will terminate.

            


    

     

    
      	
              4.2

            	
              If
                the Company negotiates a business combination, files a post-effective
                amendment to its registration statement, completes a reconfirmation
                offering meeting the requirements of Rule 419 and closes on the business
                combination agreement on or before the Termination Date, the Company
                shall
                promptly deliver, or cause to be delivered, to the Escrow
                Agent:

            


    

     

    
      	 	
              (a)

            	
              A
                copy of the definitive prospectus included in its post-effective
                amendment
                and used in connection with the reconfirmation
                offering;

            


    

     

    
      	 	
              (b)

            	
              A
                schedule setting forth the identity of each person who purchased
                shares of
                the Company's common stock for cash in connection with the original
                offering;

            


    

     

    
      	 	
              (c)

            	
              A
                schedule setting forth the identity of each person who received shares
                of
                the Company's common stock as compensation in connection with the
                original
                offering;

            


    

     

    
      	 	
              (d)

            	
              A
                copy of each subscription reconfirmation agreement received from
                a person
                who purchased shares of the Company's common stock for cash in connection
                with the original offering;

            


    

     

    
      	 	
              (e)

            	
              A
                copy of each subscription reconfirmation agreement received from
                a person
                who received shares of the Company's common stock as compensation
                in
                connection with the original
                offering;

            


    

     

    
      	
            	(f)	
              A
                schedule setting forth the identity of each person who refused or
                otherwise failed to execute a reconfirmation agreement within the
                time
                limits specified in Rule 419 and the definitive prospectus;
                and

            


    

     

    
      	
            	(g)	
              A
                Certificate signed by the President and Secretary of the Company
                that all
                conditions precedent to the termination of the Rule 419 escrow have
                been
                satisfied.

            


    

     

    
      	4.3	
              Upon
                receipt of the notice and documentation specified in Section 4.2,
                the
                Escrow Agent shall:

            


    


    
      
         

      

      
         

        
          

        

      

      
         

      

    


     

    
      	
            	(a)	
              Promptly
                forward a refund check to each person who purchased shares of the
                Company's common stock for cash in connection with the original offering
                and subsequently refused or otherwise failed to execute a reconfirmation
                agreement within the time limits specified in Rule 419 and the definitive
                prospectus. For purposes of this Agreement, all refund checks shall
                be
                rounded up to the nearest cent and any overpayment resulting from
                such
                rounding shall be deducted from the amount payable to the
                Company;

            


    

     

    
      	
            	
              (b)
                

            	
              Promptly
                forward a stock certificate to each person who purchased shares of
                the
                Company's common stock for cash in connection with the original offering
                and subsequently executed a reconfirmation
                agreement;

            


    

     

    
      	
            	
              (c)

            	
              Promptly
                forward a stock certificate to each person who received shares of
                the
                Company's common stock as compensation in connection with the original
                offering and subsequently executed a reconfirmation
                agreement;

            


    

     

    
      	
            	
              (d)

            	
              Promptly
                return all remaining stock certificates to the Company for cancellation;
                and

            


    

     

    
      	
            	
              (e)

            	
              Promptly
                forward all remaining Escrow Funds to the Company. When all stock
                certificates and all Escrow Funds deposited with the Escrow Agent
                have
                been disbursed in accordance with the provisions of this Section
                4.3, the
                Rule 419 escrow will terminate.

            


    

     

    
      	4.4	
              In
                the Company conducts a reconfirmation offering and the terms of such
                offering are not accepted by the holders of the number of shares
                specified
                in the definitive prospectus included in the Company's post-effective
                amendment, the Escrow Agent shall:

            


    

     

    
      	 	
              (a)
                

            	
              Promptly
                forward a refund check to each person who purchased shares of the
                Company's common stock for cash in connection with the original offering.
                For purposes of this Agreement, all refund checks shall be rounded
                up to
                the nearest cent and any overpayment resulting from such rounding
                shall be
                deducted from the amount payable to the
                Company.

            


    

     

    
      	 	
              (b)

            	
              Promptly
                return all stock certificates to the Company for cancellation. When
                all
                stock certificates and all Escrow Funds deposited with the Escrow
                Agent
                have been disbursed in accordance with the provisions of this Section
                4.4,
                the Rule 419 escrow will terminate.

            


    

     

    
      	5.	
              NO
                MODIFICATION:

            


    

     

    
      	5.1	
              After
                the deposit of the Escrow Funds, these instructions shall not be
                modified,
                rescinded or amended.

            


    

     

    
      	6.	
              GENERAL
                PROVISIONS:

            


    

     

    
      	
              6.1

            	
              The
                Parties understand and agree that the Escrow Agent is not a principal,
                participant, or beneficiary of the underlying transaction that
                necessitates this Agreement. The Escrow Agent shall be obligated
                only for
                the performance of such duties as are specifically set forth herein
                and
                may rely and shall be protected in acting or refraining from acting
                on any
                instrument believed by it to be genuine and to have been signed or
                presented by the proper party or parties, their officers, representatives
                or agents. The Escrow Agent shall not be liable for any action taken
                or
                omitted by it in good faith and believed by it to be authorized hereby,
                nor for action taken or omitted by it in
                accordance

            


    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    with
      the
      advice of its counsel. The Escrow Agent shall be responsible for holding,
      investing and disbursing the Escrowed Assets pursuant to the Agreement, but
      in
      no event shall be liable for any exemplary or consequential damages in excess
      of
      the Escrow Agent's fee hereunder.

     

    
      	
              6.2

            	
              Unless
                otherwise provided herein, the Escrow Agent shall accept the Escrowed
                Assets pursuant to the Agreement and invest such assets at the written
                request of the Parties specifying with particularity or by accompanying
                schedule the type and identity of the assets to be deposited. Acceptance
                of the Escrowed Assets shall be communicated by the Escrow Agent
                to
                parties by account statement or otherwise in writing as soon as
                practicable after receipt, and any discrepancies shall be noted to
                Escrow
                Agent by the parties in writing within forty-five (45) days of receiving
                such communication. Failure to note any discrepancies shall be deemed
                confirmation of the description of Escrowed Assets listed on the
                report
                regardless of any variations from the original schedule. Any request
                to
                invest assets shall be in writing or facsimile and specify the type
                of
                investment to be made, the maturity date, and the principal amount
                to be
                invested. The Escrow Agent shall not be liable for delay or failure
                to
                invest funds without written instructions or for losses on any investments
                made by it pursuant to and in compliance with such
                instructions.

            


    

     

    
      	
              6.3

            	
              Should
                any controversy arise between the undersigned with respect to this
                Escrow
                Agreement or with respect to the right to receive the Escrowed Assets,
                the
                Escrow Agent shall have the right to consult counsel and/or to institute
                a
                bill of interpleader in any court of competent jurisdiction to determine
                the rights of the parties. In the event it is a party to any dispute,
                the
                Escrow Agent shall have the additional right to refer such controversy
                to
                binding arbitration. Should such actions be necessary, or should
                the
                Escrow Agent become involved in litigation in any manner whatsoever
                on
                account of this Escrow Agreement of the Escrowed Assets made hereunder,
                the undersigned hereby bind and obligate themselves, their heirs
                and legal
                representatives to pay the Escrow Agent, in addition to any charge
                made
                hereunder for acting as Escrow Agent, reasonable attorney's fees
                incurred
                by Escrow Agent, and any other disbursements, expenses, losses, costs
                and
                damages in connection with and resulting from such
                actions.

            


    

     

    
      	6.4	
              The
                Escrow Agent shall have no liability under, or duty to inquire beyond
                the
                terms and provisions of the Agreement, and it is agreed that its
                duties
                are purely ministerial in nature, and that the Escrow Agent shall
                incur no
                liability whatsoever except for willful misconduct or gross negligence
                so
                long as it has acted in good faith. The Escrow Agent shall not be
                bound by
                any modification, amendment, termination, cancellation, rescission
                or
                supersession of this Escrow Agreement unless the same shall be in
                writing
                and signed by all of the other parties hereto and, if its duties
                as Escrow
                Agent hereunder are affected thereby, unless it shall have given
                prior
                written consent thereto.

            


    

     

    
      	
              6.5

            	
              The
                Escrow Agent may at any time resign hereunder by giving written notice
                of
                its resignation to the other Parties, at their address set forth
                herein,
                at least ten (10) days prior to the date specified for such resignation
                to
                take effect, and upon the effective date of such resignation, the
                Escrowed
                Assets hereunder shall be delivered to such person as may be designated
                in
                writing by the appropriate parties executing this Escrow Agreement,
                whereupon all the Escrow Agent's obligations hereunder shall cease
                and

            


    


    
      
         

      

      
         

        
          

        

      

      
         

      

    


     

    terminate.
      The Escrow Agent's sole responsibility until such termination shall be to keep
      safely all Escrowed Assets and to deliver the same to a person designated by
      the
      appropriate parties executing this Escrow Agreement or in accordance with the
      directions of a final order or judgment of a court of competent
      jurisdiction.

     

    
      	
              6.6

            	
              The
                Parties agree to indemnify, defend and hold the Escrow Agent harmless
                from
                and against any and all loss, damage, tax, liability and expense
                that may
                be incurred by the Escrow Agent arising out of or in connection with
                its
                acceptance or appointments as Escrow Agent hereunder, including costs
                and
                expenses of defending itself against any claim or liability in connection
                with its performance hereunder.

            


    

     

    
      	
              6.7

            	
              The
                Parties jointly and severally agree to pay to the Escrow Agent its
                fees
                for the services rendered pursuant to the provisions of this Escrow
                Agreement and will reimburse the Escrow Agent for reasonable expenses,
                including reasonable attorney's fees incurred in connection with
                the
                negotiations, drafting and performance of such
                services.

            


    

     

    Except
      as
      otherwise noted, this fee covers account acceptance, set up and termination
      expenses; plus usual and customary related administrative services such as
      safekeeping, investment and payment of funds specified herein or in the exhibits
      attached. Activities requiring excessive administrator time or out-of-pocket
      expenses such as optional substitution of collateral or securities shall be
      deemed extraordinary expenses for which related costs, transaction charges,
      and
      additional fees will be billed at the Escrow Agent's standard charges for such
      items. A fee schedule has been provided to all parties to this
      Escrow.

     

    
      	
              6.8

            	
              The
                Escrow Agent is hereby given a lien on all Escrowed Assets for all
                indebtedness that may become owing to the Escrow Agent hereunder,
                which
                lien may be enforced by the Escrow Agent by setoff or appropriate
                foreclosure proceedings.

            


    

     

    
      	
              6.9

            	
              The
                Parties warrant to the Escrow Agent that there are no Federal, State
                or
                local tax liability or filing requirements whatsoever concerning
                the
                Escrow Agent's actions contemplated hereunder and warrant and represent
                to
                the Escrow Agent that the Escrow Agent has no duty to withhold or
                file any
                report of any tax liability under any Federal of State income tax,
                local
                or State property tax, local or State sales or use taxes, or any
                other tax
                by any taxing authority. The parties hereto agree to jointly and
                severally
                indemnify the Escrow Agent fully for any tax liability, penalties
                or
                interest incurred by the Escrow Agent arising hereunder and agree
                to pay
                in full any such tax liability together with penalty and interest
                if any
                tax liability is ultimately assessed against the Escrow Agent for
                any
                reason as a result of its action hereunder (except for the Escrow
                Agent's
                individual income tax liability arising from its income
                fees).

            


    

     

    
      	
              6.10

            	
              The
                Escrow Agent shall have no liability for loss arising from any cause
                beyond its control, including, but not limited to, the following:
                (a) the
                act, failure or neglect of any agent or correspondent selected by
                the
                Escrow Agent or the Parties; (b) any delay, error, omission or default
                connected with the remittance of funds; (c) any delay, error, omission
                or
                default of any mail, telegraph, cable or wireless agency or operator;
                (d)
                the acts or edicts of any government or governmental agency or other
                group
                or entity exercising governmental
                powers.

            


    


    
      
         

      

      
         

        
          

        

      

      
         

      

    


     

    
      	
              6.11

            	
              This
                Escrow Agreement shall be governed by and construed in accordance
                with the
                internal laws of the State of New Jersey without reference to conflicts
                of
                laws. The Parties expressly waive such duties and liabilities, it
                being
                their intent to create solely an agency relationship and hold the
                Escrow
                Agent liable only in the event of its gross negligence or willful
                misconduct.

            


    

     

    
      	
              7.

            	
              NOTICES:

            


    

     

    
      	
              7.1

            	
              All
                notices, demands, requests or payments provided for or given pursuant
                to
                this Escrow must be in writing or facsimile. All such notices shall
                be
                deemed to have been properly given or served by personal delivery
                or by
                depositing the same in the United States mail with delivery confirmation
                or national overnight delivery service addressed to the person entitled
                to
                receive such notice at the address set forth
                below.

            


    

    


    To
      the
      Company 

    Sun
      Opportunity I, Inc.

    Martin
      Chopp

    CEO

    1129
      East
      22nd Street

    Brooklyn,
      New York 11210

    


    To
      Sloan
      Securities Corp.

    Two
      Executive Drive

    Fort
      Lee,
      New Jersey 07024

     

    
      	
              7.2

            	
              All
                notices shall be effective when
                received.

            


    

     

     

    Approved
      and accepted by the Parties this ________ day of _______, 2007.

     

    
      	
              Sun
                Opportunity I Inc.

            	
              Sloan
                Securities Corp. 

            
	 	 
	
              By:
                _____________________ 

            	
              By:
                ________________________

            
	
              Martin
                Chopp, CEO 

            	
              James
                Ackerman, President