ESCROW AGREEMENT

This ESCROW AGREEMENT is made and entered into this 15th day of April 2000 by
and between Power Save International, Inc. a Nevada Corporation (the
"Company"); Three Arrows Capital Corp.(the "Underwriter") and The Business Bank,
(the "Escrow Agent").

Background.  Pursuant to the  Offering  of the Company  dated on or about May 1,
2000,  the Company is offering for sale  through  Three  Arrows  Capital  Corp.,
1,000,000 shares of common stock (the "Shares"),  $0.001 par value per share, of
the Company (the "Common Stock") at a price of $5.00 per share (the "Offering").
Those  persons who desire to purchase  shares  ("Subscribers")  are  required to
execute and deliver to the Underwriter a subscription  agreement  ("Subscription
Agreement") and are required to pay the purchase price of the shares  subscribed
for by check,  directed or made payable, to the Escrow Agent as escrow agent for
the Company.

The  sale  of any  shares  pursuant  to  the  Offering  is  subject  to  various
conditions,  including  the receipt of acceptable  Subscriptions  and payment in
respect of the shares of Common Stock.  The purpose of this Escrow  Agreement is
to assure that no proceeds of the Offering are disbursed to or on behalf of, the
Company  until  the  conditions  set  forth  herein  shall  be  satisfied.  Once
acceptable  Subscriptions  and funds for the minimum  number of shares have been
received,  the Escrow Agent,  pursuant to this Escrow  Agreement,  funds will be
released to the Company.  The parties hereto, wish to set forth herein the terms
and conditions governing the escrow account and the funds being delivered to and
held by the Escrow Agent.

NOW THEREFORE,  in consideration of the mutual promises herein  contained, each
intending to be legally bound hereby, the parties hereto agree as follows:

1. Escrow Agent. On behalf of the Subscribers, the Company hereby designates and
appoints The Business Bank as Escrow Agent to serve in accordance with the terms
and  conditions  of this Escrow  Agreement and the Escrow Agent agrees to act as
such Escrow Agent in  accordance  with the terms and  conditions  of this Escrow
Agreement.

2.  Creation of Escrow.  At any time and from time to time after the date hereof
until completion of the Offering and Closing  thereunder,  the Underwriter shall
cause to be  delivered  to the  Escrow  Agent,  from the  Subscribers,  funds or
instruments  payable  to the  Escrow  Agent as  escrow  agent  representing  the
purchase price of shares  subscribed for by Subscribers.  The Escrow Agent shall
accept and hold in escrow all such funds so received by it for deposit in escrow
hereunder (the "Escrowed Funds") until released as set forth herein.  The Escrow
Agent shall  maintain  books and records of account  detailing the source of all
funds received by the Escrow Agent.

3. Investment of Escrowed Funds. Pending release from escrow, the Escrowed Funds
shall be invested  by the Escrow  Agent in interest  bearing  short-term  United
States government  securities or other short-term federally insured money market
investments which are readily liquid. All interest accrued on the Escrowed Funds
or interest  earned on the Escrowed  Funds shall be retained by the Escrow Agent
as part of the Escrowed Funds and released in accordance  with the provisions of
this Escrow  Agreement.  It is acknowledged  and agreed that the Escrowed Funds,
including  any  interest  or  earnings  thereon,   are  not  assets  or  deposit
liabilities of the Escrow Agent or the Company,  but constitute  funds submitted
to the Escrow Agent by the Subscribers for safekeeping,  pending disbursement in
accordance with the provisions of this Escrow Agreement.

4. Information.  The Company has undertaken  responsibility for tax reporting of
the interest or other amounts  earned on the Escrowed Funds with respect to each
Subscriber in the event of the release of Escrowed Funds in accordance  with the
provisions of Section 5(b) hereof,  and  disbursement  of said interest or other
earnings to  Subscribers.  From time to time upon the request of the Underwriter
as agent for the Subscribers,  the Escrow Agent shall furnish to the Underwriter
a  statement  of the amount of  Escrowed  Funds held by the  Escrow  Agent,  the
approximate amount of any accrued interest thereon,  and such information as the
Underwriter may reasonably  request,  The Escrow Agent shall immediately  notify
the Underwriter if any check or instrument  representing Escrowed Funds or other
purported  transfer  to Escrow  Agent of  Escrowed  Funds fails to result in the
actual delivery of funds to the Escrow Agent.

5.  Release of Escrowed Funds.

(a) Release of Escrowed  Funds to the Company.  Immediately  upon the receipt of
the Officer's  Certificate of the Company as described  below,  the Escrow Agent
shall  release and deliver to the Company such portion of the Escrowed  Funds as
represents  payment  of the  purchase  price of shares in  respect  of which the
Company has accepted  Subscriptions  plus all interest or other earnings accrued
on such  portion of the Escrowed  Funds.  The Escrow Agent shall not release any
portion of the Escrowed Funds to the Company unless the following condition (the
"Condition")  shall have been satisfied:  it has received a certification of the
President  or  Chairman of the Board of  Directors  of the Company to the effect
that (i) the Company has received acceptable Subscriptions (including payment in
full of the purchase  price) with respect to not less than 100,000  shares,  and
has accepted Subscriptions with respect to not less than 100,000 shares, and all
terms of the Offering have been complied  with.  Such  certification  shall also
indicate  the number of shares  with  respect to which  Subscriptions  have been
accepted and the number of shares,  if any, and identity of the Subscribers with
respect to which Subscriptions have been rejected.  Notwithstanding  anything to
the contrary contained herein, the delivery of the foregoing certification shall
be in the sole  discretion of the Company,  and nothing  contained  herein shall
constitute any  obligation,  express or implied,  of the Company to deliver such
certification, or to deliver it at any specified time.

(b) Release of Escrowed  Funds to  Subscribers.  Immediately  after  receiving a
certification  of the  President  or Chairman of the Board of  Directors  of the
Company to the effect that the Company has either (i) terminated the Offering in
whole or in part; or (ii) rejected,  revoked or canceled in whole or in part any
Subscription; or if the Condition shall not have been satisfied prior to January
15, 2001 then the Escrow Agent shall return to the Subscriber whose Subscription
shall have been rejected,  revoked or canceled, in whole or in part, as a result
of termination  of the Offering,  the failure of  satisfaction  of the Condition
prior to  January  15,  2001 or  otherwise,  Escrowed  Funds  representing  such
Subscriber's  rejected,  revoked  or  canceled  payments,  or  all  Subscribers'
payments in the event of  termination  of the Offering as a whole or the failure
of  satisfaction  of the  Condition,  without  such  Subscriber's  share  of any
interest or other earnings accrued on such portion of the Escrowed Funds.

6. Limitation of Liability. It is agreed that the duties of the Escrow Agent are
limited to those herein specifically  provided and are ministerial in nature. It
is further  agreed that the Escrow  Agent shall  incur no  liability  whatsoever
except by reason of its willful  misconduct,  gross negligence or bad faith. The
Escrow Agent shall be under no  obligation  in respect to amounts held in escrow
hereunder other than faithfully to follow the  instructions  herein contained or
delivered to the Escrow Agent in accordance with this Escrow Agreement. It shall
not be required to institute  legal  proceedings  of any kind.  It shall have no
responsibility  for the  genuineness  or validity of any  document or other item
deposited with it, and it shall be fully  protected in acting in accordance with
the  Escrow  Agreement  upon  written  instructions  given to it and  reasonably
believed  by it to have been duly  executed  by the  Company or  Underwriter  in
accordance  herewith.  The Company  shall  indemnify  and hold the Escrow  Agent
harmless  with respect to anything done by the Escrow Agent in good faith in any
and all matters covered by this Agreement in accordance with the instructions or
provisions  set forth herein.  Neither the Escrow Agent nor any of its Officers,
Directors or employees  have reviewed the Offering nor have they or do they make
any   representations,   or  statements   regarding   the  truth,   accuracy  or
effectiveness of the Offering.

7.  Compensation.  The Company  shall pay all  compensation,  expenses and other
charges of the Escrow Agent  relating to its services  hereunder,  including all
fees and commissions relating to the investment of the aforesaid escrowed funds,
for so long as the Escrow Agent holds any amount in Escrow hereunder. The Escrow
Agent shall not make any deduction or setoff of the amount of  compensation  for
its services hereunder  (including all expenses,  fees and commissions)  against
the Escrowed Funds.

8.  Resignation.  The Escrow Agent, or any successor to it hereafter  appointed,
may at any  time  resign  by  giving  notice  in  writing  to  the  Company  and
Underwriter and, upon the appointment of a successor Escrow Agent as hereinafter
provided, shall be discharged from any further duties hereunder, In the event of
such  resignation,  a  successor  Escrow  Agent,  which shall be a bank or trust
company  organized  under the laws of the  United  States of  America,  shall be
appointed by the Company.  Any such successor  Escrow Agent shall deliver to the
Company  and  Underwriter  a  written  instrument   accepting  such  appointment
hereunder,  and thereupon it shall  succeed to all of the  unaccrued  rights and
duties of the Escrow Agent hereunder and shall be entitled to receive all of the
then remaining amounts held in escrow hereunder.

9.  Termination.  This Escrow Agreement shall terminate upon the earlier of, (i)
the receipt by the Escrow Agent of a written notice of termination signed by the
Company  accompanied  by sufficient  certifications  or other  documentation  to
verify that all Subscriptions and commitments to which the Escrowed Funds relate
shall have been accepted and certificates  representing  such Shares issued,  or
rejected in whole;  or (ii) the  distribution  of all of the  Escrowed  Funds in
accordance with this Escrow Agreement.  Upon termination  pursuant to clause (i)
above,  the Escrow Agent shall deliver any Escrowed Funds remaining after return
to  Subscribers  of  Escrowed  Funds  representing  rejected   Subscriptions  as
instructed in such notice of  termination  in accordance  with the provisions of
Section 5(b) hereof

10. Notices. Except as otherwise provided in this Agreement, any notice or other
communication  hereunder shall be in writing and shall be deemed  delivered upon
personal  delivery or upon  receipt if sent by facsimile  transmission,  express
delivery service or mailed by registered or certified first class mail,  postage
prepaid, and addressed as follows:

To the Company:   Power Save International, Inc.
                           5800 NW 64 Avenue, Bldg 26 #109
                           Tamarac, FL 33319
                           Attention: Scott Balmer, Chairman
                           Fax: 954 722 6417

To the Escrow Agent:       The Business Bank
8399 Leesburg Pike

Vienna, VA 22101
Attention: Harold C. Rauner, President
Fax: 703 556 0654

To the Underwriter:        Three Arrows Capital Corp.
10101 Grosvenor Place #2016
Rockville, MD 20852-4681
Attention:  Ronald Peterson, President
Fax: (301) 493 4664

or to such other  addresses  or persons as the parties,  from time to time,  may
furnish one another by notice given in accordance with this section.

11.      Miscellaneous.

(a) Assignment.  This Escrow  Agreement and the rights of the parties  hereunder
may not be assigned by the Escrow  Agent  without the consent of the Company and
Underwriter,  which  consent may be withheld in the absolute  discretion  of the
Company and  Underwriter,  and any  attempted  assignment  in  Violation of this
Section  11 (a)  shall be void.  This  Escrow  Agreement  and all  action  taken
hereunder  in  accordance  with its terms shall be binding upon and inure to the
benefit of each of the parties hereto and its respective  successors,  permitted
assigns, heirs, and legal representatives.

(b)  Amendment.  This  Escrow  Agreement  may be  amended,  consistent  with the
protection  of the  interests of the  Subscribers,  upon  written  notice to the
Escrow  Agent at any time by the  Company or  Underwriter,  however  the duties,
responsibilities or compensation of the Escrow Agent may not be modified without
its consent.

(c) Waiver,  Waiver of any term or  condition  of this Escrow  Agreement  by any
party shall not be construed  as a waiver of a  subsequent  breach or failure of
the same term or condition,  or a waiver of any other term, or condition of this
Escrow Agreement.

(d) Governing Law. This Escrow Agreement shall be governed by and construed in
accordance with the laws of the Commonwealth of Virginia.

(e) Integration. This Escrow Agreement constitutes the entire agreement between
the parties  hereto with respect to the subject  matter  hereof and there are no
other agreements,  covenants,  representations or warranties except as set forth
herein.

(f) Authority. Each party executing this Escrow Agreement warrants its authority
to execute this Escrow Agreement.

(g)  Counterparts.  This  Escrow  Agreement  may be  executed  in  two  or  more
counterparts,  each of which shall be deemed an original, but all of which taken
together shall constitute one and the same instrument.

(h) Attorneys  Fees. In the event Escrow Agent is required to seek legal advise,
take any legal  action or defend any legal  action the Company  shall  reimburse
Escrow Agent for all attorney's fees and costs associated  therewith,  which are
incurred by Escrow Agent.

(i)  Beneficiaries.  The terms and  provisions  of this Escrow  Agreement  shall
create no right in any person,  firm or  corporation  other than the parties and
their respective  successors and assigns and no third party shall have the right
to enforce of benefit from the terms hereof.

(j) Transmittal.  The Underwriter  specifically  agrees to transmit all received
funds to the Escrow Agent no later than noon of the day following receipt.

(k) Commencement of the Offering.   The Escrow Period will commence upon
qualification of the Offering by the Securities and Exchange Commission.

(l)  Collected Funds.  The phrase "collected funds" relates to the total amount
of funds received by the Escrow Agent from the Underwriter.


IN WITNESS  WHEREOF,  the parties hereto have caused this Escrow Agreement to be
signed the day and year first above written,

ATTEST:

Power Save International, Inc.


_______________________________     By:     _____________________________
Name: _________________________     Name:   _____________________________
Title:   _________________________  Title:  _____________________________


Three Arrows Capital Corp.


_______________________________     By:      ____________________________
Name:  _________________________    Name:    ____________________________
Title:    _________________________ Title:   _____________________________


The Business Bank

_______________________________     By:      ____________________________
Name:  _________________________    Name:    ____________________________
Title:    _________________________ Title:   _____________________________