Exhibit 10.4

ESCROW AGREEMENT

ESCROW AGREEMENT, dated as of April 14, 2004 (the "Agreement"), between Superior Essex Communications LLC,
a Delaware limited liability company (the "Company") and Essex Group, Inc., a Michigan corporation ("Essex
Group", together with the Company, the "Issuers"), and The Bank of New York Trust Company, N.A., a New York banking corporation,
as escrow agent (the "Escrow Agent").

This
Agreement is being entered into in connection with the Purchase Agreement (the "Purchase Agreement"), dated April 8, 2004, by
and among the Issuers and J.P. Morgan Securities Inc., Lehman Brothers Inc., UBS Securities LLC, Wachovia Capital Markets, LLC and Fleet Securities, Inc., as initial purchasers
(together, the "Initial Purchasers"), and the Indenture (the "Indenture"), dated as of April 14,
2004, between the Issuers and The Bank of New York Trust Company, N.A., as trustee (in such capacity, the "Trustee"). Capitalized terms used but not
defined herein have the respective meanings specified in the Indenture.

Pursuant
to the Purchase Agreement, the Company is selling $257,100,000 aggregate principal amount of its 9% Senior Notes due 2012 (the
"Securities"). Concurrently with the closing of such sale, the Company will deposit with the Escrow Agent, as hereinafter provided, $50,000,000,
together with other funds (in both cases, in the form of cash or Cash Equivalents (as defined below)) in an amount sufficient to pay when due the Special Mandatory Redemption Price (as defined below),
assuming redemption of the Securities occurs on the Special Mandatory Redemption Date (as defined below). Such funds will be used to fund, in part, the acquisition (the
"Acquisition") of certain assets and business operations of Belden Communications Company and Belden (Canada) Inc. (together,
"Belden"), pursuant to the Asset Purchase Agreement by and among Belden and the Company, dated as of March 18, 2004 (the
"Acquisition Agreement"). As security for its obligations under the Securities and the Indenture, the Company hereby grants to the Trustee, for the
benefit of the holders of the Securities, a first priority security interest in and lien upon the Escrow Account (as defined herein) on the terms and conditions set forth herein.

If
the closing of the Acquisition occurs on or prior to October 11, 2004 (the "Deadline Date"), the Issuers will so notify the
Escrow Agent on or prior to the third Business Day prior to the closing date of the Acquisition and all Escrowed Property (as defined below) will be released to the Issuers concurrently with such
closing (an "Authorized Release"). If (a) the Acquisition is not consummated on
or prior to the Deadline Date or (b) the Acquisition Agreement is terminated on or prior to the Deadline Date without an extension of such agreement to a date not later than the Deadline Date,
for any reason, the Issuers will so notify the Escrow Agent and the Escrow Agent will transfer to the Paying Agent an amount of Escrowed Property sufficient to pay the Special Mandatory Redemption
Price for the mandatory redemption pursuant to paragraph 6 of the Securities and Section 3.8 of the Indenture (the "Special Mandatory
Redemption"), and any excess Escrowed Property will be released to the Issuers.

Accordingly,
the Issuers and the Escrow Agent agree as follows:



---





2

---





3

---





4

---





5

---





6

---





7

---





8

---





9

---





10

---





11

---





IN
WITNESS WHEREOF, the parties have duly executed this Agreement as of the day first written above.

| |  | THE BANK OF NEW YORK TRUST COMPANY, N.A.
        as Escrow Agent
| |  | ----------------------------------------------------------------
| |  | By:                                                             
| |  |                                                                 
| |  | SUPERIOR ESSEX COMMUNICATIONS LLC                               
| |  |                                                                 
| |  | By:                                                             
| |  |                                                                 
| |  | By:                                                             
| |  |                                                                 
| |  | ESSEX GROUP, INC.                                               
| |  |                                                                 
| |  | By:                                                             

12

---



SCHEDULE I

[Description
of Pledged Securities to be deposited into the Escrow Account]

---



EXHIBIT A
CONTROL AGREEMENT CONCERNING SECURITIES ACCOUNT

This Control Agreement Concerning Securities Account (this "Control Agreement"), dated as of April 14, 2004
by and among Superior Essex Communications LLC and Essex Group, Inc. (the "Pledgors"), The Bank of New York Trust Company, N.A., as trustee (in
such capacity, the "Collateral Agent"), and The Bank of New York Trust Company, N.A. (in such capacity, the "Securities
Intermediary"), is delivered pursuant to that certain Escrow Agreement (as amended, amended and restated, supplemented or otherwise modified from time to time, the
"Escrow Agreement"), dated as of April 14, 2004 made by the Pledgors and each of the Guarantors listed on the signature pages thereto in favor of
The Bank of New York Trust Company, N.A., as escrow agent, as pledgee, assignee and secured party (the "Collateral Agent"). This Control Agreement is
for the purpose of perfecting the security interests of the Collateral Agent granted by the Pledgors in the Designated Account described below. All references herein to the "UCC" shall mean the
Uniform Commercial Code as in effect from time to time in the State of New York. Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Escrow Agreement.

Section 1.Confirmation of Establishment and Maintenance of Designated Account.The Securities
Intermediary hereby confirms and agrees that (i) the Securities Intermediary has established for the Pledgors and maintains the account(s) listed in Schedule Iannexed hereto (such account(s),
together with each such other securities account maintained by the Pledgors with the Securities
Intermediary, the "Designated Account") (ii) the Designated Account will be maintained in the manner set forth herein until termination of this
Control Agreement, (iii) this Control Agreement is the valid and legally binding obligation of the Securities Intermediary, (iv) the Securities Intermediary is a "securities
intermediary" as defined in Article 8-102(a)(14) of the UCC, (v) the Designated Account is a "securities account" as such term is defined in
Section 8-501(a) of the UCC and (vi) all securities or other property underlying any financial assets which are credited to the Designated Account shall be registered in the
name of the Securities Intermediary, endorsed to the Securities Intermediary or in blank or credited to another securities account maintained in the name of the Securities Intermediary and in no case
will any financial asset credited to any Designated Account be registered in the name of the Pledgors, payable to the order of the Pledgors or specially endorsed to the Pledgors, except to the extent
the foregoing have been specially endorsed to the Securities Intermediary or in blank.

Section 2."Financial Assets" Election.The Securities Intermediary hereby agrees that each item of
Investment Property credited to the Designated Account shall be treated as a "financial asset" within the meaning of Section 8-102(a)(9) of the UCC.

Section 3.Entitlement Order.If at any time the Securities Intermediary shall receive an "entitlement
order" (within the meaning of Section 8-102(a)(8) of the UCC) issued by the Collateral Agent and relating to any financial asset maintained in the Designated Account, the Securities
Intermediary shall comply with such entitlement order without further consent by the Pledgors or any other person. The Securities Intermediary shall not comply with instructions directing the
Securities Intermediary with respect to the sale, exchange or transfer of financial assets held in the Designated Account originated by any Pledgor, or any representative of, or investment manager
appointed by, a Pledgor; provided however, that the foregoing shall not preclude an Authorized Release (as defined in the Escrow Agreement).

Section 4.Subordination of Lien; Waiver of Set-Off.The Securities Intermediary hereby
agrees that any security interest in any Designated Account it now has or subsequently obtains shall be subordinate to the security interest of the Collateral Agent. The financial assets and other
items deposited to the Designated Account will not be subject to deduction, set-off, banker's lien, or any other right in favor of any person other than the Collateral Agent (except that
the Securities

1

---



Intermediary
may set off all amounts due to the Securities Intermediary in respect of its customary fees and expenses for the routine maintenance and operation of the Designated Account, including
overdraft fees and amounts advanced to settle authorized transactions.

Section 5.Choice of Law.Both this Control Agreement and the Designated Account shall be governed by the
laws of the State of New York. Regardless of any provision in any other agreement, for purposes of the UCC, New York shall be deemed to be the Securities Intermediary's jurisdiction and the Designated
Account (as well as the security entitlements related thereto) shall be governed by the laws of the State of New York.

Section 6.Conflict with Other Agreements; Amendments.As of the date hereof, there are no other
agreements entered into between the Securities Intermediary and the Pledgors with respect to the Designated Account or any security entitlements or other financial assets credited thereto (other than
standard and customary documentation with respect to the establishment and maintenance of such Designated Account). The Securities Intermediary and the Pledgors will not enter into any other agreement
with respect to the Designated Account unless the Collateral Agent shall have received prior written notice thereof. The Securities Intermediary and the Pledgors have not and will not enter into any
other agreement with respect to (i) creation or perfection of any security interest in or (ii) control of security entitlements maintained in the Designated Account or purporting to
limit or condition the obligation of the Securities Intermediary to comply with entitlement orders with respect to financial assets credited to any Designated Account as set forth in Section 3hereof without the prior written consent of the Collateral Agent acting in its sole discretion. In the event of any conflict with
respect to control over the Designated Account between this Control Agreement (or any portion hereof) and any other agreement now existing or hereafter entered into, the terms of this Control
Agreement shall prevail. No amendment or modification of this Control Agreement or waiver of any rights hereunder shall be binding on any party hereto unless it is in writing and is signed by all the
parties hereto.

Section 7.Certain Agreements.



Section 8.Notice of Adverse Claims.Except for the claims and interest of the Collateral Agent and of
the Pledgors in the financial assets maintained in the Designated Account, the Securities Intermediary on the date hereof does not know of any claim to, or security interest in, any Designated Account
or in any financial asset credited thereto and does not know of any claim that any person other than the Collateral Agent has been given "control" (within the meaning of
Section 8-106 of the

2

---



UCC)
of any Designated Account or any such financial asset. If the Securities Intermediary becomes aware that any person is asserting any lien, encumbrance or adverse claim (including any writ,
garnishment, judgment, warrant of attachment, execution or similar process or any claim of control) against any of the financial assets maintained in any Designated Account, the Securities
Intermediary shall promptly notify the Collateral Agent and the Pledgors thereof.

Section 9.Maintenance of Designated Account.In addition to the obligations of the Securities
Intermediary inSection 3hereof, the Securities Intermediary agrees to maintain the Designated Account as follows:



Section 10.Successors; Assignment.The terms of this Control Agreement shall be binding upon, and shall
inure to the benefit of, the parties hereto and their respective corporate successors and permitted assignees.

Section 11.Notices.Any notice, request or other communication required or permitted to be given under
this Control Agreement shall be in writing and deemed to have been properly given when delivered in person, or when sent by telecopy or other electronic means and electronic confirmation of error free
receipt is received or two (2) days after being sent by certified or registered United States mail, return receipt requested, postage prepaid, addressed to the party at the address set forth
below.

|Pledgors: |  | Superior Essex Communications LLC
Essex Group, Inc.
150 Interstate North Parkway, Suite 300
Atlanta, Georgia 30339-2101
Attention: Chief Financial Officer
Telecopy: (770) 984-3218
|--------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|          |  |                                                                                                                                                                                    

3

---



|                         |  | with a copy to:                                                                                                                                           
|------------------------ |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------
|                         |  | Proskauer Rose LLP
1585 Broadway
New York, New York 10036-8299
Attention: Jack P. Jackson, Esq.
Fax: (212) 969-2900                                       
|Securities
Intermediary: |  | The Bank of New York Trust Company, N.A.
Attention: Corporate Trust Department
100 Ashford Center North
Suite 520
Atlanta, Georgia 30338
Fax: 770-698-5195
|Collateral
Agent:        |  | The Bank of New York Trust Company, N.A.
Attention: Corporate Trust Department
100 Ashford Center North
Suite 520
Atlanta, Georgia 30338
Fax: 770-698-5195
|                         |  | with a copy to:                                                                                                                                           
|                         |  | Cahill Gordon & Reindel LLP
80 Pine Street
New York, New York 10005
Attention: William B. Gannett, Esq.
Telecopy: (212) 269-5420
Telephone: (212) 701-3000

Any
party may change its address for notices in the manner set forth above.

Section 12.Termination.The rights and powers granted herein to the Collateral Agent are powers coupled
with an interest and will be affected neither by the bankruptcy of either Pledgor nor by the lapse of time. The obligations of the Securities Intermediary hereunder shall continue in effect until
(i) the security interests of the Collateral Agent with respect to the financial assets maintained in the Designated Account have been terminated and an Authorized Representative has notified
the Securities Intermediary of such termination in writing or (ii) thirty days following the Securities Intermediary's delivery of written notice of such termination to the Pledgors and the
Collateral Agent.

Section 13.Severability.If any term or provision set forth in this Agreement shall be invalid or
unenforceable, the remainder of this Agreement, other than those provisions held invalid or unenforceable, shall be construed in all respects as if such invalid or unenforceable term or provision were
omitted.

Section 14.Counterparts.This Control Agreement may be executed in any number of counterparts, all of
which shall constitute one and the same instrument, and any party hereto may execute this Control Agreement by signing and delivering one or more counterparts.

Section 15.Incorporation by Reference.In connection with its appointment and acting hereunder, each of
the Securities Intermediary and Collateral Agent are entitled to all rights, privileges, protections, benefits, immunities and indemnities provided to the escrow agent under the Escrow Agreement.

4

---





| |  | SUPERIOR ESSEX COMMUNICATIONS LLC,
as Pledgor                       
| |  | --------------------------------------------------------------------
| |  | By:                                                                 
| |  |                                                                     
| |  | By:                                                                 
| |  |                                                                     
| |  | ESSEX GROUP, INC., as Pledgor                                       
| |  | By:                                                                 
| |  |                                                                     
| |  | THE BANK OF NEW YORK TRUST COMPANY, N.A.,
as Collateral Agent       
| |  | By:                                                                 
| |  |                                                                     
| |  | By:                                                                 
| |  |                                                                     
| |  | THE BANK OF NEW YORK TRUST COMPANY, N.A.,
as Securities Intermediary
| |  |                                                                     
| |  | By:                                                                 

S-1

---



SCHEDULE I
Designated Account

---



QuickLinks