,



This document contains information that is confidential and the property of The Chase Manhattan Bank.  It may not be copies, published or used, in whole or in part, for any purpose other than as expressly authorized by The Chase
Manhattan Bank.  ©The Chase Manhattan Bank 2000.  All Rights Reserved.


SUBSCRIPTION ESCROW AGREEMENT

Subscription Escrow Agreement (the "Escrow Agreement") dated as of the effective date (the Effective Date") set forth on Schedule 1 attached hereto ("Schedule 1") by and between the corporation identified on Schedule 1 (the "Issuer") and The Chase
Manhattan Bank, as escrow agent hereunder (the "Escrow Agent"). 

WHEREAS, the Issuer has filed a registration statement on Form SB-2 under the Securities Act of 1933, as amended, with the Securities and Exchange Commission, File No. 333-49076 (the "Registration Statement"), relating to the subscription for
and sale of shares of common stock and warrants ("Units") in the Issuer, with a minimum investment required of 400,000 Units {the "Minimum Subscription Amount"), at a price of $_______ per Unit; 

WHEREAS, in compliance with Rule 15c2-4 under the Securities Exchange Act of 1934, as amended, the Issuer proposes to establish an escrow fund to be held by the Escrow Agent until the sale of Units terminates; 

NOW THEREFORE, in consideration of the foregoing and of the mutual covenants hereinafter set forth, the parties hereto agree as follows: 

1. Appointment.  The Issuer hereby appoints the Escrow Agent as its escrow agent for the purposes set forth herein, and the Escrow Agent hereby accepts such appointment under the terms and conditions set forth herein. 

2. Escrow Fund.  All funds received by the Issuer in connection with the sale of Units shall be deposited with the Escrow Agent (the "Escrow Deposit.").  The Escrow Agent shall hold the Escrow Deposit and, subject to the terms and conditions
hereof, shall invest and reinvest the Escrow Deposit and the proceeds thereof (the "Escrow Fund") as directed in Section 3. 

3.  Investment of Escrow Fund.  During the term of this Escrow Agreement, the Escrow Fund shall be invested and reinvested by the Escrow Agent in the investment indicated on Schedule l or such other investments as shall be directed in writing
by the Issuer and as shall be acceptable to the Escrow Agent.  All investment orders involving U.S. Treasury obligations, commercial paper and other direct investments may be executed through broker- dealers selected by the Escrow Agent (which shall
include affiliates of the Escrow Agent).  Periodic statements will be provided to Issuer reflecting transactions executed on behalf of the Escrow Fund.  The Issuer, upon written request, will receive a statement of transaction details upon completion of
any securities transaction in the Escrow Fund without any additional cost.  The Escrow Agent shall have the right to liquidate any investments held in order to provide funds necessary to make required payments under this Escrow Agreement.  The Escrow
Agent shall have no liability for any loss sustained as a result of any investment in an investment indicated on Schedule l or any investment made pursuant to the instructions of the parties hereto or as a result of any liquidation of any investment prior
to its maturity or for the failure of the parties to give the Escrow Agent instructions to invest or reinvest the Escrow Fund. 

4. Disposition and Termination.  The Depositor and the Issuer agree to notify the Escrow Agent in writing of the closing date of the offering (the "Offering Closing Date") and whether or not the Issuer received subscriptions for the Minimum
Subscription Amount.  Upon receipt of such written notification the following procedure will take place. 

 (i) If the Issuer has received subscriptions for the Minimum Subscription Amount by the Offering Closing Date, the Escrow Fund will be promptly paid to or credited to the account of or otherwise transferred to the Issuer pursuant to instructions from
the Issuer. 

 (ii) If the Issuer has not received subscriptions for the Minimum Subscription Amount, the Escrow Agent shall be provided with a list containing the amount received from each subscriber whose funds have been deposited with the Escrow Agent (with
respect to each subscriber the "Subscriber Investment Amount") and the name, address and Taxpayer Identification Number ("TIN") of each subscriber.  In addition, the Issuer shall calculate the interest earned on each Subscriber Investment Amount as of the
Offering Closing Date and provide such information to the Escrow Agent.  The aggregate of all Subscriber Investment Amounts and interest thereon shall be equal to the amount of the Escrow Fund on the Offering Closing Date.  The Escrow Agent shall
distribute to each subscriber the appropriate Subscriber Investment Amount and interest thereon pursuant to joint written instructions of the Issuer within 45 days of receipt of the information described in this Section 4(ii). 

Upon delivery of the Escrow Fund to the Issuer or the subscribers as the case may be, by the Escrow Agent, this Escrow Agreement shall terminate, subject to the provisions of Section 8. 

5.  Escrow Agent.  The Escrow Agent undertakes to perform only such duties as are expressly set forth herein and no duties shall be implied.  The Escrow Agent shall have no liability under and no duty to inquire as to the provisions of any
agreement other than this Escrow Agreement.  The Escrow Agent may rely upon and shall not be liable for acting or refraining from acting upon any written notice, instruction or request furnished to it hereunder and believed by it to be genuine and to have
been signed or presented by the proper party or parties.  The Escrow Agent shall be under no duty to inquire into or investigate the validity, accuracy, or content of any such document.  The Escrow Agent shall have no duty to solicit any payments which
may be due it or the Escrow Fund.  The Escrow Agent shall not be liable for any action taken or omitted by it in good faith except to the extent that a court of competent jurisdiction determines that the Escrow Agent's gross negligence or willful
misconduct was the primary cause of any loss to the Issuer.  The Escrow Agent may execute any of its powers and perform any of its duties hereunder directly or through agents or attorneys (and shall be liable only for the careful selection of any such
agent or attorney) and may consult with counsel, accountants and other skilled persons to be selected and retained by it.  The Escrow Agent shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the advice or
opinion of any such counsel, accountants or other skilled persons.  In the event that the Escrow Agent shall be uncertain as to its duties or rights hereunder or shall receive instructions, claims or demands from any party hereto which, in its opinion
conflict with any of the provisions of this Escrow Agreement, it shall be entitled to refrain from taking any action and its sole obligation shall be to keep safely all property held in escrow until it shall be directed otherwise in writing by all of the
other parties hereto or by a final order or judgment of a Court of competent jurisdiction. Anything in this Escrow Agreement to the contrary notwithstanding, in no event shall the Escrow Agent be liable for special indirect or consequential loss or damage
of any kind whatsoever {including but not limited to lost profits), even if the Escrow Agent has been advised of the likelihood of such loss or damage and regardless of the form of action. 

6. Succession.  The Escrow Agent may resign and be discharged from its duties or obligations hereunder by giving la days advance notice in writing of such resignation to the other parties hereto specifying a date when such resignation shall
take effect.  The Escrow Agent shall have the right to withhold an amount equal to any amount due and owing to the Escrow Agent, plus any costs and expenses the Escrow Agent shall reasonably believe may be incurred by the Escrow Agent in connection with
the termination of the Escrow Agreement.  Any corporation or association into which the Escrow Agent may be merged or converted or with which it may be consolidated, or any corporation or association to which all or substantially all the escrow business
of the Escrow Agent's corporate trust line of business may be transferred, shall be the Escrow Agent under this Escrow Agreement without further act.

7. Fees.  The Issuer agrees to (i) pay the Escrow Agent upon execution of this Escrow Agreement and from time to time thereafter reasonable compensation for the services to be rendered hereunder, which unless otherwise agreed in writing shall
be as described in Schedule 1 attached hereto, and (ii) pay or reimburse the Escrow Agent upon request for all expenses, disbursements and advances, including reasonable attorney's fees and expenses, incurred or made by it in connection with the
preparation, execution, performance, delivery, modification and termination of this Escrow Agreement. 

8. Indemnity.  The Issuer shall indemnify, defend and save harmless the Escrow Agent and its directors, officers, agents and employees (the "indemnitees") from all loss, liability or expense (including the fees and expenses of in house or
outside counsel) arising out of or in connection with (i) the Escrow Agent's execution and performance of this Escrow Agreement, except in the case of any indemnitee to the extent that such loss, liability or expense is due to the gross negligence or
willful misconduct of such indemnitee, or (ii) its following any instructions or other directions from the Issuer, except to the extent that its following any instructions or other direction is expressly forbidden by the terms hereof.  The parties
acknowledge that the foregoing indemnities shall survive the resignation or removal of the Escrow Agent or the termination of this Escrow Agreement.  The parties hereby grant the Escrow Agent a lien on, right of set-off against and security interest in
the Escrow Fund for the payment of any claim for indemnification, compensation, expenses and amounts due hereunder. 

9. TINs.  The Issuer represents that its correct TIN assigned by the Internal Revenue Service or any other taxing authority is set forth in Schedule 1.  All interest or other income earned under the Escrow Agreement shall be allocated
and/or paid as directed in a written direction of the Issuer and reported by the recipient to the Internal Revenue Service or any other taxing authority.  Notwithstanding such written directions, Escrow Agent shall report and, as required, withhold any
taxes as it determines may be required by any law or regulation in effect at the time of the distribution.  In the absence of timely direction, all proceeds of the Escrow Fund shall be retained in the Escrow Fund and reinvested from time to time by the
Escrow Agent as provided in Section 3.  In the event that any earnings remain undistributed at the end of any calendar year, Escrow Agent shall report to the Internal Revenue Service or such other authority such earnings as it deems appropriate or as
required by any applicable law or regulation or, to the extent consistent therewith, as directed in writing by the Issuer.  In addition, Escrow Agent shall withhold any taxes it deems appropriate and shall remit such taxes to the appropriate authorities. 

10. Notices.  All communications hereunder shall be in writing and shall be deemed to be duly given and received: 

(i) upon delivery if delivered personally or upon confirmed transmittal if by facsimile; 

(ii) on the next Business Day (as hereinafter defined) if sent by overnight courier; or 

(iii) four (4) Business Days after mailing if mailed by prepaid registered mail, return receipt requested, to the appropriate notice address set forth on Schedule l or at such other address as any party hereto may have furnished to the other parties
in writing by registered mail, return receipt requested. 

Notwithstanding the above, in the case of communications delivered to the Escrow Agent pursuant to (ii) and (iii) of this Section 10, such communications shall be deemed to have been given on the date received by the Escrow Agent.  IN the event that
the Escrow Agent, in its sole discretion, shall determine that an emergency exists, the Escrow Agent may use such other means of communication as the Escrow Agent deems appropriate.  "Business Day" shall mean any day other than a Saturday, Sunday or any
other day on which the Escrow Agent located at the notice address set forth on Schedule 1 is authorized by law or executive order to remain closed. 

11. Security Procedures.  In the event funds transfer instructions are given (other than in writing at the time of execution of this Escrow Agreement), whether in writing, by telecopier or otherwise, the Escrow Agent is authorized to seek
confirmation of such instructions by telephone call-back to the person or persons designated on schedule 2 hereto ("Schedule 2"), and the Escrow Agent may rely upon the confirmation of anyone purporting to be the person or persons so designated.  The
persons and telephone numbers for callbacks may be changed only in a writing actually received and acknowledged by the Escrow Agent.  The Escrow Agent and the beneficiary's bank in any funds transfer may rely solely upon any account numbers or similar
identifying numbers provided by the Issuer to identify (i) the beneficiary, (ii) the beneficiary's bank, or (iii) an intermediary bank.  The Escrow Agent may apply any of the escrowed funds for any payment order it executes using any such identifying
number, even where its use may result in a person other than the beneficiary being paid, or the transfer of funds to a bank other than the beneficiary's bank or an intermediary bank designated.  The parties to this Escrow Agreement acknowledge that these
security procedures are commercially reasonable. 

12. Miscellaneous.  The provisions of this Escrow Agreement may be waived, altered, amended or supplemented, in whole or in part, only by a writing signed by a11 of the parties hereto.  Neither this Escrow Agreement nor any right or interest
hereunder may be assigned in whole or in part by any party, except as provided In Section 6, without the prior consent of the other parties.  This Escrow Agreement shall be governed by and construed under the laws of the State of New York.  Each party
hereto irrevocably waives any objection on the grounds of venue, forum non-conveniens or any similar grounds and irrevocably consents to service of process by mail or in any other manner permitted by applicable law and consents to the jurisdiction of the
courts located in the State of New York.  The parties further hereby waive any right to a trial by jury with respect to any lawsuit or judicial proceeding arising or relating to this Escrow Agreement.  No party to this Escrow Agreement is liable to any
other party for losses due to, or if it is unable to perform its obligations under the terms of this Escrow Agreement because of, acts of God, fire, floods, strikes, equipment or transmission failure, or other causes reasonably beyond its control.  This
Escrow Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. 

IN WITNESS WHEREOF, the parties hereto have executed this Escrow Agreement as of the date set forth in Schedule I. 

THE CHASE MANHATTAN BANK

as Escrow Agent 




By: ____________________________________

ISSUER 




By: ____________________________________

 

Schedule 1

Effective Date:

Name of Issuer:  E. C. Power, Inc.

Issuer Notice Address:

Issuer TIN:

Escrow Deposit:  $

Investment:  [specify]

[ ] The Chase Manhattan Bank Money Market Account;

[ ] A trust account with The Chase Manhattan Bank;

[ ] A money market mutual fund, including without limitation the JPMorgan Fund or any other mutual fund for which the Escrow Agent or any affiliate of the Escrow Agent serves as investment manager, administrator, shareholder servicing agent and/or
custodian or subcustodian, notwithstanding that (i) the Escrow Agent or an affiliate of the Escrow Agent charges and collects fees for services rendered pursuant to this Escrow Agreement, which fees are separate from the fees received from such funds, and
(iii) services performed for such funds and pursuant to this Escrow Agreement may at times duplicate those provided to such funds by the Escrow Agent or its affiliates.

Fund

 

[ ] Such other investment as Issuer and Escrow Agent may from time to time mutually agree upon in a writing executed and delivered by the Issuer and accepted by the Escrow Agent.

Escrow Agent notice address:  The Chase Manhattan Bank

Institutional Trust Services

(street address)

(City, state [country], zip [postal code]

Attention:

Fax No.:

Escrow Agent's compensation:

Schedule 2

 

Telephone Number(s) for Call-Backs and

Person(s) Designated to Confirm Funds Transfer Instructions

If to Issuer:

Name, Telephone Number

1. ________________________________________

2. ________________________________________

3. ________________________________________