AMENDED AND RESTATED ESCROW AGREEMENT

         THIS ESCROW AGREEMENT ("Agreement") is made as of September 19, 2001 by
and between  Access  Power,  Inc. (the  "Company"),  Grandview  Court,  LLC (the
"Investor")  and Joseph B. LaRocco,  Esq.,  with an office at 49 Locust  Avenue,
Suite 107, New Canaan, CT 06840 (the "Escrow Agent").

                              W I T N E S S E T H:

         WHEREAS,  Company  will be  selling  shares of its  common  stock  (the
"Shares"),  to Investor upon terms as set forth in the Investment  Agreement and
related documents (the "Transaction  Documents") entered into by the Company and
Investor; and

         WHEREAS, Company and Investor have requested that the Escrow Agent hold
the  Shares and funds  ("Funds")  being  used to  purchase  the Shares in escrow
pursuant to the terms of this Agreement.

         NOW,  THEREFORE,  in consideration of the covenants and mutual promises
contained  herein and other good and  valuable  consideration,  the  receipt and
legal  sufficiency of which are hereby  acknowledged and intending to be legally
bound hereby, the parties agree as follows:

                                    ARTICLE 1
                               TERMS OF THE ESCROW

         1.1 The parties  hereby  agree to have Joseph B.  LaRocco,  Esq. act as
Escrow  Agent  whereby the Escrow  Agent  shall  receive the Shares and Funds in
escrow and distribute the same as set forth in this  Agreement.  Any capitalized
terms  not  defined  herein  shall  have  the  meaning  ascribed  to them in the
Transaction Documents.

         1.2 The  Company  agrees  that it will not be entitled to deliver a Put
Notice to  Investor  and  Investor  will not be  required to honor a Put Notice,
until  after the  Effective  Date and  subject  to the terms of the  Transaction
Documents. The Company represents that its transfer agent has agreed to accept a
representation letter (See copy of form of representation letter attached to the
Investment  Agreement  as  Exhibit  G) from  the  Investor's  broker  after  the
Effective  Date and after the sale of Shares  pursuant  to a Put  Notice,  which
representation  letter shall state that the Shares were sold in compliance  with
the prospectus delivery requirements of the Registration Statement.  The Company
represents  that  on or  before  the  receipt  by  the  transfer  agent  of  the
representation  letter,  it will instruct its counsel to issue an opinion letter
to the transfer  agent for the issuance of the Shares being sold and the Company
will instruct its transfer  agent to issue the  appropriate  number of Shares in
the name of the Investor,  so that the Shares being  purchased  from the Company
after a Put  Notice  will bear no legend  and not be  subject  to stop  transfer
instructions.


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<PAGE>

         1.3 Prior to each Closing  Date the  Investor  shall wire to the Escrow
Agent the dollar amount  necessary to purchase the Shares on the Closing Date as
required by the Transaction Documents (the "Purchase Amount").

         1.4 On each  Closing  Date the Escrow  Agent  shall  forward the Shares
being  purchased to the  Investor,  per  Investor's  instructions,  and wire the
amount necessary to purchase the Shares,  pursuant to the Transaction Documents,
to the Company. Subject to the terms set forth in the Transaction Documents, the
Investor is required to purchase  the lesser of (a) the Dollar  Amount set forth
in the Put Notice and (b) 15% of the total Volume Weighted  Average Price during
the applicable  Purchase Period. The Escrow Agent shall deduct from the Funds he
receives in escrow from the Investor the following amounts:

                  (a)      5% of the Purchase Amount on each Closing Date, to be
                           wired to Boulder Hill, Inc.

                  (b)      On each  Closing  Date,  the  Company  shall  pay the
                           Escrow  Agent the sum of $500 for each Put  Notice up
                           to  $50,000  and $1,000 for each Put Notice in excess
                           of $50,000;  which amount the Escrow Agent may deduct
                           from  the  proceeds   received  in  escrow  from  the
                           Investor.

         1.5 Any excess  Shares held by the Escrow Agent after  disbursement  of
the appropriate  number of Shares to the Investor shall be promptly  returned to
the Company or its transfer agent, as instructed by the Company.

         1.6 This  Agreement  may be altered or  amended  only with the  written
consent of all of the  parties  hereto.  Should  Company  attempt to change this
Agreement  in a  manner  which,  in the  Escrow  Agent's  discretion,  shall  be
undesirable,  the Escrow Agent may resign as Escrow  Agent by notifying  Company
and  Investor  in  writing.  In the case of the Escrow  Agent's  resignation  or
removal  pursuant to the foregoing,  his only duty, until receipt of notice from
Company and Investor that a successor escrow agent has been appointed,  shall be
to hold and  preserve  the  Shares and Funds  that are in his  possession.  Upon
receipt by the Escrow  Agent of said  notice from  Company  and  Investor of the
appointment of a successor  escrow agent, the name of a successor escrow account
and a  direction  to  transfer  the  Shares and Funds,  the Escrow  Agent  shall
promptly  thereafter  transfer  all of the  Shares  and  Funds  that he is still
holding  in escrow,  to said  successor  escrow  agent.  Immediately  after said
transfer of the Shares and Funds,  the Escrow  Agent shall  furnish  Company and
Investor  with  proof  of such  transfer.  The  Escrow  Agent is  authorized  to
disregard any notices,  requests,  instructions  or demands  received by it from
Company or Investor after notice of resignation or removal has been given.

         1.7 The Escrow  Agent shall be  reimbursed  by Company and Investor for
any reasonable  expenses  incurred in the event there is a conflict  between the
parties and the Escrow Agent shall deem it necessary to retain one counsel, upon
whose advice the Escrow Agent may rely. The Escrow Agent shall not be liable for
any  action  taken or  omitted  by him in good  faith and in no event  shall the
Escrow  Agent be  liable  or  responsible  except  for the  Escrow  Agent's  own
negligence.  The Escrow Agent has made no  representations  or warranties to the
Company in connection with this  transaction.  The Escrow Agent has no


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<PAGE>

liability  hereunder  to either  party  other  than to hold the Shares and Funds
received by the Investor and to deliver them under the terms hereof.  Each party
hereto  agrees to  indemnify  and hold  harmless  the Escrow Agent from and with
respect to any suits,  claims,  actions or liabilities arising in any way out of
this  transaction  including the  obligation to defend any legal action  brought
which in any way arises out of or is related to this Agreement or the investment
being made by Investor.  The Company  acknowledges and represents that it is not
being  represented  in a legal  capacity by Joseph B.  LaRocco,  and has had the
opportunity  to consult with its own legal advisors prior to the signing of this
Agreement.  The  Company  acknowledges  that the Escrow  Agent is not  rendering
securities advice to the Company with respect to this proposed transaction.  The
Escrow Agent has acted as legal counsel for the Investor and may continue to act
as legal counsel for the Investor, from time to time, notwithstanding its duties
as the Escrow Agent  hereunder.  The Company consents to the Escrow Agent acting
in such  capacity as legal  counsel for the  Investor  and waives any claim that
such representation  represents a conflict of interest on the part of the Escrow
Agent.  The Company  understands  that the Investor and Escrow Agent are relying
explicitly on the foregoing provisions contained in this Section 1.7 in entering
into this Agreement.

         1.8 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 relying or  refraining  from acting on any  instrument  reasonably
believed by the Escrow  Agent to be genuine and to have been signed or presented
by the proper party or parties.  The Escrow Agent shall not be personally liable
for any act the Escrow  Agent may do or omit to do hereunder as the Escrow Agent
while  acting in good  faith,  and any act done or omitted  by the Escrow  Agent
pursuant to the advice of the Escrow Agent's attorney-at-law shall be conclusive
evidence of such good faith.

         1.9 The Escrow Agent is hereby  expressly  authorized  to disregard any
and all  warnings  given by any of the parties  hereto or by any other person or
corporation,  excepting  only  orders or  process of courts of law and is hereby
expressly authorized to comply with and obey orders, judgments or decrees of any
court. In case the Escrow Agent obeys or complies with any such order,  judgment
or decree,  the Escrow Agent shall not be liable to any of the parties hereto or
to any  other  person,  firm or  corporation  by  reason  of such  decree  being
subsequently reversed,  modified,  annulled, set aside, vacated or found to have
been entered without jurisdiction.

         1.10 The Escrow  Agent shall not be liable in any respect on account of
the identity,  authorities  or rights of the parties  executing or delivering or
purporting  to execute or  deliver  the  Agreement  or any  documents  or papers
deposited or called for hereunder.

         1.11 If the Escrow Agent reasonably requires other or further documents
in connection  with this Agreement,  the necessary  parties hereto shall join in
furnishing such documents.

         1.12 It is  understood  and agreed that  should any dispute  arise with
respect to the delivery and/or ownership or right of possession of the documents
or the Funds held by the Escrow Agent hereunder,  the Escrow Agent is authorized
and directed in the Escrow  Agent's


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<PAGE>

sole discretion (a) to retain in the Escrow Agent's possession without liability
to anyone all or any part of said  documents  or the Funds  until such  disputes
shall  have been  settled  either by mutual  written  agreement  of the  parties
concerned  or by a final  order,  decree  or  judgment  of a court of  competent
jurisdiction  after the time for  appeal  has  expired  and no  appeal  has been
perfected,  but the Escrow Agent shall be under no duty  whatsoever to institute
or  defend  any such  proceedings  or (b) to  deliver  the  Funds  and any other
property and documents held by the Escrow Agent  hereunder to a state or federal
court having competent  subject matter  jurisdiction and located in the State of
Connecticut in accordance with the applicable procedure therefor.

                                    ARTICLE 2
                                  MISCELLANEOUS

         2.1 No  waiver  of any  breach  of any  covenant  or  provision  herein
contained  shall be  deemed a  waiver  of any  preceding  or  succeeding  breach
thereof, or of any other covenant or provision herein contained. No extension of
time for  performance  of any obligation or act shall be deemed any extension of
the time for performance of any other obligation or act.

         2.2 This Agreement shall not be assignable.

         2.3 This Agreement is the final  expression of, and contains the entire
agreement  between,  the parties with respect to the subject  matter  hereof and
supersedes all prior understandings with respect thereto. This Agreement may not
be  modified,  changed,  supplemented  or  terminated,  nor may any  obligations
hereunder be waived,  except by written  instrument  signed by the parties to be
charged or by its agent duly  authorized  in writing or as  otherwise  expressly
permitted herein.

         2.4 Whenever  required by the context of this  Agreement,  the singular
shall  include  the  plural and  masculine  shall  include  the  feminine.  This
Agreement  may be  executed  in two or more  counterparts,  all of  which  taken
together  shall  constitute  one  instrument.  Execution  and  delivery  of this
Agreement by exchange of facsimile  copies bearing the facsimile  signature of a
party  shall  constitute  a valid and  binding  execution  and  delivery of this
Agreement by such party.  Such  facsimile  copies shall  constitute  enforceable
original documents.

         2.5 The parties hereto  expressly  agree that this  Agreement  shall be
governed by,  interpreted under, and construed and enforced in accordance of the
laws of the State of  Connecticut.  The parties  agree that any dispute  arising
under or with respect to or in connection  with this  Agreement,  whether during
the term of this  Agreement or at any subsequent  time,  shall be resolved fully
and exclusively by binding  arbitration in accordance with the commercial  rules
then in force  of the  American  Arbitration  Association  with the  proceedings
taking place in Stamford, Connecticut before a panel of three (3) arbitrators.

         2.6 Any notice required or permitted hereunder shall be given in manner
provided in the Section headed "NOTICES" in the Transaction Documents, the terms
of which are incorporated herein by reference.


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<PAGE>

         2.7 By signing this Agreement,  the Escrow Agent becomes a party hereto
only for the purpose of this Agreement; the Escrow Agent does not become a party
to the Transaction Documents.

         2.8 Each party acknowledges and agrees that this Agreement shall not be
deemed prepared or drafted by any one party. In the event of any dispute between
the  party  concerning  this  Agreement,  the  party  agree  that  any  rule  of
construction,  to the effect that any ambiguity in the language of the Agreement
is to be resolved against the drafting party, shall not apply.

         IN WITNESS WHEREOF,  the parties hereto have executed this Agreement as
of the 19th day of September, 2001.

                                            GRANDVIEW COURT, LLC
                                            ------------------------------------

                                            By:  Navigator Management, Ltd.

                                            By:  /s/ Arlene DeCostro
                                            Its:  Assistant Secretary

                                            By:  /s/ Tracy Primus
                                                 Authorized Signatory


                                            ACCESS POWER, INC.
                                            ------------------------------------

                                            By:  /s/ Glenn A. Smith
                                                 Glenn A. Smith
                                            Its: Chief Executive Officer


                                             JOSEPH B. LAROCCO, ESCROW AGENT


                                           By: /s/ Joseph B. LaRocco
                                              Joseph B. LaRocco, Esq.



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