To: SEC-ond-chance who wrote (80673 ) 10/1/2002 10:01:55 PM From: SEC-ond-chance Respond to of 122087 A day later...... Asia Fiber Holdings Ltd · SB-2 · On 2/12/2 · p. 159 SB-2 159th Page of 218 TOC Just 1st Just Previous Just Next Bottom Just 159th EXHIBIT E ESCROW AGREEMENT ESCROW AGREEMENT (this "Agreement"), dated as of________, 2001, by and between Asia Fiber Holdings Limited, a Delaware corporation with its principal place of business at Room 2105, 21/F West Tower, Shun Tak Centre, 200 Connaught Rd., Sheung Wan, Hong Kong (the "Company"); Kaplan Gottbetter & Levenson, LLP with its principal place of business at 630 Third Avenue, New York, NY 10017 (the "Escrow Agent"); and GEM Global Yield Fund Limited, a company with offices at Hunkins Waterfront Plaza, P.O. Box 556, Main Street, Nevis, West Indies (the "Purchaser"). RECITALS A. Simultaneously with the execution of this Agreement, the Purchaser and the Company entered into a Convertible Preferred Stock Purchase Agreement (the "Purchase Agreement"), dated as of the date hereof and incorporated herein by reference, pursuant to which the Company has agreed to issue and sell and the Purchaser has agreed to purchase certain of the Company's preferred stock (the "Preferred Stock") and in connection therewith the Company has agreed to issue certain of its warrants (the "Warrants," and together with the Preferred Stock, the "Securities"), and the Company has granted the Escrow Agent a power of attorney (the "Power of Attorney") with respect to the Securities and the Escrow Shares (collectively, the "Escrow Shares"). B. The Escrow Agent is willing to act as escrow agent pursuant to the terms of this Agreement with respect to the purchase of the Preferred Stock. C. All capitalized terms used but not defined herein shall have the meanings ascribed thereto in the Purchase Agreement. NOW, THEREFORE, IT IS AGREED: 1. PROCEDURE FOR ESCROW. The procedures of the escrow shall be governed by the provisions of Article 2 of the Purchase Agreement and Exhibit D thereto. 2. TERMS OF ESCROW. The terms of the escrow shall be governed by Article 4 of the Purchase Agreement, Articles 4 and 5 of the Certificate of Designation and Article 2 of the Warrant. 3. DUTIES AND OBLIGATIONS OF THE ESCROW AGENT. (a) The parties hereto agree that the duties and obligations of the Escrow Agent shall be only those obligations herein specifically provided and no other. The Escrow Agent's duties are those of a depositary only, and the Escrow Agent shall incur no liability whatsoever, except as a direct result of its willful misconduct or gross negligence in the performance of its duties hereunder; E-1