Escrow Agreement

Exhibit B



Form of Escrow Agreement



ESCROW AGREEMENT



THIS ESCROW AGREEMENT (" Agreement ") is made and entered into as of October ___, 2006 by and among ELECTRIC AQUAGENICS UNLIMITED, INC., a Delaware corporation (" Company "), WADE R. BRADLEY, a Georgia resident (" Employee "), and SPECIALIZED TITLE SERVICES, INC. (" Escrow Agent ").



W I T N E  0; S S E T H :



WHEREAS, Company and Employee have executed and delivered that certain Employment Agreement, dated October ___, 2006 (the " Employment Agreement ");



WHEREAS, pursuant to Section 13(c) of the Employment Agreement, the Company hereby deposits into escrow the sum of Two Hundred Forty Thousand and No/100 Dollars (" Deposit ") from which any Severance Payment owed by the Company to Employee will be paid; and



WHEREAS, Escrow Agent is willing to accept the Deposit, and to hold in trust, disburse and apply same strictly in accordance with the terms and conditions set forth below.



NOW, THEREFORE, for and in consideration of the premises hereto, the covenants and agreements hereinafter made, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by each of the parties hereto, the parties agree as follows (all capitalized terms not defined herein shall have the meanings assigned to them in the Employment Agreement):



1. Appointment of Escrow Agent . Employee and Company hereby appoint and designate Specialized Title Services, Inc. as the escrow agent for the purposes herein set forth, and said Escrow Agent hereby accepts such appointment.



2. Deposit of Deposit . Employee hereby deposits with Escrow Agent the sum of Two Hundred Forty Thousand and No/100 Dollars ($240,000.00) (the " Deposit "), and Escrow Agent hereby acknowledges receipt of the Deposit. Escrow Agent shall hold and disburse the Deposit pursuant to, and strictly in accordance with, the terms and conditions of this Agreement. Escrow Agent shall deposit the Deposit, as soon as reasonably possible after receipt, in a federally insured, interest-bearing escrow account (the " Depository ").



Subject to the provisions of Section 3(b) below, all interest earned on the Deposit in the Depositary shall belong exclusively to Company, and all interest earned on the Deposit shall be disbursed to the Company each month.



3. Disbursement .



(a) Disbursement . Escrow Agent is to hold the Deposit until the earliest of the following dates:



(i) Escrow Agent shall immediately disburse the Deposit strictly in accordance with, and upon, joint written instructions from Employee and Company to Escrow Agent; or



(ii) If Escrow Agent receives a written demand (a " Demand ") from either Employee or Company for the payment to him or it, respectively, of the Deposit or any portion thereof, Escrow Agent shall promptly notify the other party, enclosing a copy of the Demand. If Escrow Agent has not received from the non-demanding party its notice of objection to the Demand within ten (10) business days after the non-demanding party has received, or is deemed to have received, Escrow Agent's notice of the Demand, then Escrow Agent shall disburse the Deposit as requested by the Demand. If Escrow Agent receives from the non-demanding party its notice of objection to the Demand within such ten (10) business day period, then Escrow Agent shall notify the other party and shall continue to hold the Deposit until Escrow Agent receives a joint instruction as provided for in clause 3(a)(i) above, or Escrow Agent receives another Demand which has not been objected to by the non-demanding party in accordance with the immediately preceding sentences. Regardless, after sixty (60) days since Escrow Agent's receipt of the Demand, Escrow Agent may deposit the Deposit with a court of competent jurisdiction; or










(iii) The Escrow Agent shall disburse the Deposit strictly in accordance with a final, non-apealable order or judgment of a court of competent jurisdiction.



(b) Interest on Deposit . If there is a dispute between the parties regarding the disbursement of the Deposit, then the interest earned on the Deposit for the period of time beginning on the date of notice to Escrow Agent of such dispute and ending when such dispute is resolved shall be belong to the prevailing party in such dispute.



4. Conditions to Escrow . Escrow Agent accepts this undertaking subject to the following conditions:



(a) Escrow Agent may, prior to establishing the "separate interest b ...