ESCROW AGREEMENT

THIS ESCROW AGREEMENT (this “Agreement”) is made as of August , 2006, by and among Barron Partners LP, a Delaware limited liability company (the “Purchaser”), Tricell, Inc., a Nevada corporation (the “Company”), and Sichenzia Ross Friedman Ference LLP, with an address at 1065 Avenue of the Americas, New York, New York 10018 (the “Escrow Agent”).

WITNESSETH:

WHEREAS, pursuant to a securities purchase agreement (the “Agreement”) dated the date of this Agreement by and between the Purchaser and the Company, the Company will purchasing from the Company shares of its series A preferred stock and common stock purchase warrants (the “Securities”); and

WHEREAS, the Company and the Purchaser have requested that the Escrow Agent hold the purchase price of the Securities in escrow upon the terms set forth herein;

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 Purchaser is purchasing the Securities for a purchase price of $1,700,000. Payment shall be made to the Escrow Agent by wire transfers to the Escrow Agent shall be made as follows:

HSBC Bank USA

950 Third Avenue

New York, NY 10022

A/C of Sichenzia Ross Friedman Ference LLP, IOLA

A/C# 629034125

ABA# 021001088

Remark: BARRON — TRICELL

1.2. The Escrow Agent shall advise the Company upon its receipt of such funds.

1.3. The Escrow Agent shall deliver the funds in accordance with Exhibit A to this Agreement, upon receipt of authorization from Purchaser, which may be by e-mail, to release the funds.

ARTICLE II

MISCELLANEOUS

2.1 No waiver or 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 an extension of the time for performance of any other obligation or act.

2.2 All notices or other communications required or permitted hereunder shall be in writing, and shall to the addresses set forth on the signature page of this Agreement.

2.3 This Escrow Agreement shall be binding upon and shall inure to the benefit of the permitted successors and permitted assigns of the parties hereto.

2.4 This Escrow 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 Escrow 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.

2.5 Whenever required by the context of this Escrow Agreement, the singular shall include the plural and masculine shall include the feminine. This Escrow Agreement shall not be construed as if it had been prepared by one of the parties, but rather as if all parties had prepared the same. Unless otherwise indicated, all references to Articles are to this Escrow Agreement.

2.6 The parties hereto expressly agree that this Escrow Agreement shall be governed by, interpreted under and construed and enforced in accordance with the laws of the State of New York. Any action to enforce, arising out of, or relating in any way to, any provisions of this Escrow Agreement shall only be brought in a state or Federal court sitting in New York City.

2.7 The Escrow Agent’s duties hereunder may be altered, amended, modified or revoked only by a writing signed by the Company, each Purchaser and the Escrow Agent.

2.8 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 in the absence of gross negligence, fraud and willful misconduct, and any act done or omitted by the Escrow Agent pursuant to the advice of the Escrow Agent’s attorneys-at-law (who may be attorneys who are partners or members of, of counsel to or employed by the Escrow Agent) shall be conclusive evidence of such good faith, in the absence of gross negligence, fraud and willful misconduct.

2.9 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.

2.10 The Escrow Agent shall not be liable in any respect on account of the identity, authorization or rights of the parties executing or delivering or purporting to execute or deliver the this Agreement or any documents or papers deposited or called for hereunder in the absence of gross negligence, fraud and willful misconduct.

2.11 The Escrow Agent shall be entitled to employ such legal counsel (including attorneys who are partners or members of, of counsel to or employed by the Escrow Agent) and other experts as the Escrow Agent may deem necessary properly to advise the Escrow Agent in connection with the Escrow Agent’s duties hereunder, may rely upon the advice of such counsel, and may pay such counsel reasonable compensation; provided that the costs of such compensation shall be borne by the Escrow Agent.

2.12 The Escrow Agent’s responsibilities as escrow agent hereunder shall terminate if the Escrow Agent shall resign by giving written notice to the Company and the Purchaser. In the event of any such resignation, the Purchaser and the Company shall appoint a successor Escrow Agent and the Escrow Agent shall deliver to such successor Escrow Agent any escrow funds and other documents held by the Escrow Agent.

2.13 If the Escrow Agent reasonably requires other or further instruments in connection with this Escrow Agreement or obligations in respect hereto, the necessary parties hereto shall join in furnishing such instruments.

2.14 It is understood and agreed that should any dispute arise with respect to the delivery and/or ownership or right of possession of the stock certificates or other documents or the escrow funds held by the Escrow Agent hereunder or in the event that the Escrow Agent shall, for any reason, be uncertain as to its obligations under this Agreement, the Escrow Agent is authorized and directed in the Escrow Agent’s sole discretion (1) to retain in the Escrow Agent’s possession without liability to anyone all or any part of said stock certificates and other documents and the escrow funds and certificates for the Shares until such disputes shall have been settled either by mutual written agreement of the parties concerned by a final order, decree or judgment or 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 (2) to deliver the escrow funds and any other stock certificates or other documents held by the Escrow Agent hereunder to a state or Federal court having competent subject matter jurisdiction and located in the City, County and State of New York in accordance with the applicable procedure therefore

2.15 The Company and Purchaser agree jointly and severally to indemnify and hold harmless the Escrow Agent and its partners, employees, agents, counsel and representatives from any and all claims, liabilities, costs or expenses in any way arising from or relating to the duties or performance of the Escrow Agent hereunder or the transactions contemplated hereby or by the Subscription Agreement other than any such claim, liability, cost or expense to the extent the same shall have been determined by final, unappealable judgment of a court of competent jurisdiction to have resulted from the gross negligence, fraud or willful misconduct of the Escrow Agent.

[Signatures on following page]

IN WITNESS WHEREOF, the parties hereto have executed this Escrow Agreement as of date first written above.

Purchaser:		730 Fifth Avenue, 25^th floor New York, New York 10019

BARRON PARTNERS, LP
By:	Barron Capital Advisors, LLC, its General Partner


By:	/s/ Barron Worden
	Andrew Barron Worden President

TRICELL, INC.

By:	/s/ James Reed	6 Howard Place Shelton Stroke-on-Trent Staffordshire ST1 4NQ
	James Reed, CEO	United Kingdom

SICHENZIA ROSS FRIEDMAN FERENCE LLP

By:	/s/ Thomas Rose
	Name: Thomas Rose Title: Partner

Schedule A

Name	Payment
James Reed	$	337,250.00
Neil Pursell		337,250.00
John Sumnall		337,250.00
Neil Proctor		337,250.00
Sichenzia Ross Friedman Ference LLP		96,000.00
Barron Partners LP		85,000.00
Westcap		170,000.00
	$	1,700,000.00