INVESTOR SUBSCRIPTION AGREEMENT



INVESTOR SUBSCRIPTION AGREEMENT

FOR

EC POWER, INC.


Persons interested in purchasing shares ("Shares") of Common Stock of EC Power,
Inc. (the "Company") must complete, execute, and deliver this Subscription Agreement (the "Agreement") along with their check made payable to EC Power, Inc. Escrow Account, ___________, Escrow Agent to:

EC Power, Inc.

236 West 27th Street

New York, New York 10001






If and when accepted by the Company, this Agreement shall constitute a subscription for shares of Units consisting of Common Stock, $.001 par value per share, and Common Stock Purchase Warrants, of the Company. 


The Company reserves the right to reject in its entirety any subscription which is tendered or to allocate to any prospective purchaser a smaller number of Units than the prospective purchaser has subscribed to purchase.  In such event, 
the Company will return to you at the address set forth in this Agreement your payment (or a pro rata portion of your payment, if such subscription is rejected only in part), without interest or deduction.


An accepted copy of this Agreement will be returned to you as your receipt, and a stock certificate will be issued to you shortly thereafter.


I/we hereby irrevocably tender this Agreement for the purchase of ________ Units $____ per Unit.  With this Agreement, I/we tender payment in the amount of $________ ($___ per Unit) for the Units subscribed.


In connection with this investment in the Company, I/we represent and warrant as follows:


a.       Prior to tendering payment for the Units, I/we received and reviewed the Company's prospectus dated ___________ 2001, and have relied on no other information or materials in reaching my/our investment decision.


b.       I am/we are bona fide resident(s) of   

                                         _______________________________

(State)

________________________________

(Country)


Please register the Units which I am/we are purchasing as follows:


         Name: ___________________________________________________

As (check one):


	
_____
	
Individual
	
_____
	
Tenants-in-Common

	
_____
	
Partnership
	
_____
	
Joint Tenants

	
_____
	
Corporation
	
_____
	
Trust

	
_____
	
Minor with adult custodian Under the Uniform Gift to Minors Act
	
	





For the person(s) who will be registered shareholder(s):


Name: _________________________________      Telephone: ___________________________

Social Security or Taxpayer ID number:  ________________________________


Street Address:  ____________________________________________________


___________________________________________________________

City                                                   State                                 Zip


Date of Birth: ____________________________________

________________________________________      ___________________________

Signature                                         
                              
Date

ACCEPTED BY:   EC POWER, INC.


By:  ___________________________________         
___________________________

                                         
                                          
  


Date:

Its:  ___________________________________