0001011034-01-500063 Sample Contracts

EC POWER, INC. AND CONTINENTAL STOCK TRANSFER & TRUST COMPANY Warrant Agent WARRANT AGREEMENT Dated as of _______________, 2001
Warrant Agreement • July 27th, 2001 • Ec Power Inc • Motors & generators • New York

THIS WARRANT AGREEMENT dated as of _______________, 2001, is between EC Power, Inc. (the "Company"), a Delaware corporation, and Continental Stock Transfer & Trust Company, New Jersey (called, as well as any successor acting as warrant agent under this Agreement, the "Warrant Agent").

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INVESTOR SUBSCRIPTION AGREEMENT FOR EC POWER, INC.
Investor Subscription Agreement • July 27th, 2001 • Ec Power Inc • Motors & generators

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:

TRANSLATION FROM FRENCH LICENSING AGREEMENT BETWEEN
Ec Power Inc • July 27th, 2001 • Motors & generators

Societe HELION, a French corporation with capital of 534,000 Euros, having its registered office at 1100 Avenue Jean-Rene Guillibert Gautier de la Lauzière, 13791 Aix-en-Provence, registered in the Aix-en-Provence Trade and Companies Register under number 435 050 737, Represented by Mr. Guy Ducroux, Chairman/General Manager (hereinafter called "HELION")PARTY OF THE FIRST PART,

July __, 2001
Ec Power Inc • July 27th, 2001 • Motors & generators

This agreement is made in connection with my ownership of shares of the Common Stock (the "Common Stock") and/or the Series A Preferred Stock (the "Preferred Stock") of E.C. Power, Inc., a Delaware corporation (the "Company"). The Preferred Stock is convertible into shares of Common Stock of the Company. No trading market currently exists for any of the Company's securities. The Company intends to make a public offering of its securities pursuant to a registration statement to be filed with the Securities and Exchange Commission (the "Public Offering").

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