ESCROW AGREEMENT



      ESCROW AGREEMENT (the "Escrow Agreement") made as of the 12th day of

September, 2006, by and among Advanced Biophotonics, Inc., a Delaware

corporation (the "Company"), the Purchasers listed on Schedule A attached hereto

(each a "Purchaser" and collectively, the "Purchasers") and Owen Naccarato,

Esquire (the "Escrow Agent").



                             W I T N E S S E T H:



      WHEREAS, the Company desires to raise capital in order to finance the

growth of its business operations and for other general corporate purposes;



      WHEREAS, the Company and the Purchasers have agreed that, in order to

raise capital, the Company shall issue and sell to the Purchasers debentures

(the "Debentures"), convertible into shares of the Company's common stock, par

value $.001 per share (the "Common Stock"), and Warrants to purchase shares of

Common Stock (the "Warrants") for an aggregate purchase price of $775,000;



      WHEREAS, the Company has entered into a Securities Purchase Agreement

dated as of September 12, 2006 (the "Purchase Agreement") with the Purchasers;



      WHEREAS, the parties have agreed that all funds shall be paid into escrow

for the benefit of the Company and the Escrow Agent has agreed to receive, hold

and pay such funds, upon the terms and subject to the conditions hereinafter set

forth.



      NOW, THEREFORE, in consideration of the mutual covenants herein contained,

and for other good and valuable consideration, the receipt and legal sufficiency

of which is hereby acknowledged, the parties to this Escrow Agreement hereby

agree as follows:



      1. Defined Terms. Capitalized terms used and not otherwise defined herein

shall have the meanings respectively assigned to them in the Purchase Agreement.



      2. Escrow of Funds. On or prior to the Closing Date, the following shall

occur: the Purchasers shall remit by wire transfer $500,000 of the Purchase

Price to the Escrow Agent pursuant to this Escrow Agreement (the "Escrow

Amount"). The Escrow Agent shall hold the Escrow Amount only in accordance with

the terms and conditions of this Escrow Agreement.



      3. Investment of Funds. The Escrow Agent shall invest the monies in the

Escrow Amount in an interest bearing bank account with, or certificates of

deposit or time deposits with, maturities of no more than thirty (30) days

issued by, a domestic commercial bank or such other bank or other financial

institution as it normally holds such funds.



      4. Release of Funds. The Escrow Agent shall release the Escrow Amount in

accordance with the disbursement instructions on Schedule B attached hereto.



      5. Further Assurances. The Company and the Purchasers agree to do such

further acts and to execute and deliver such statements, assignments,

agreements, instruments and other documents as the Escrow Agent from time to

time reasonably may request in connection with the administration, maintenance,

enforcement or adjudication of this Escrow Agreement in order (a) to give the

Escrow Agent confirmation and assurance of the Escrow Agent's rights, powers,

privileges, remedies and interests under this Escrow Agreement and applicable

law, (b) to better enable the Escrow Agent to exercise any such right, power,

privilege, remedy or interest, or (c) to otherwise effectuate the purpose and

the terms and provisions of this Escrow Agreement, each in such form and

substance as may be reasonably acceptable to the Escrow Agent.

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