0001193125-04-145173 Sample Contracts

PIERCE ATWOOD LLP Attorneys at Law One New Hampshire Avenue Suite 350 Portsmouth, New Hampshire 03801 (603) 433-6300
Placement Agent Agreement • August 23rd, 2004 • Environmental Power Corp • Cogeneration services & small power producers

We have assisted in the preparation of a registration statement on Form S-2 (the “Registration Statement”) to be filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), relating to the offering of 11,744,101 shares of common stock, $0.01 par value per share (the “Shares”), of Environmental Power Corporation, a Delaware corporation (the “Company”), issuable under the above-referenced Agreements.

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ENVIRONMENTAL POWER CORPORATION PLACEMENT AGENT AGREEMENT Dated: March 17, 2004
Placement Agent Agreement • August 23rd, 2004 • Environmental Power Corp • Cogeneration services & small power producers • New York
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