ESCROW AGREEMENT





         This ESCROW AGREEMENT is made and entered into as of DECEMBER 15, 2003

by and between Entropin, Inc., a Delaware corporation (the "Company"), and

LaSalle Bank National Association, a national banking association, as escrow

agent (the "Escrow Agent").



                                    RECITALS



                  A. The Company intends to sell shares of Common Stock of the

Company (the "Shares") pursuant to an offering (the "Offering") registered under

the Securities Act of 1933.



                  B. The Company will not close the Offering until the Company

has received and accepted subscriptions for Shares totaling at least $500,000

(the "Minimum Condition") and the satisfaction of those other conditions

contained in Section 4 hereto. The Offering will terminate on the earliest of

(1) the date on which the Company accepts subscriptions for all unsold Shares

which it intends to sell in the Offering, (2) February 13, 2004, unless the

Minimum Condition has been satisfied and the Company has delivered notice under

Section 4(a) by such date, in which event the Company may extend the Offering

for up to an additional 60 days, or (3) the date the Company elects, in its sole

discretion, to terminate the Offering (the date on which the Offering terminates

being referred to herein as the "Termination Date").



                  C. The Escrow Agent has agreed to serve as the escrow agent

for the Offering on the terms and conditions contained herein.



                                   AGREEMENTS



                  In consideration of the recitals and mutual covenants and

agreements set forth herein, the parties hereby covenant and agree as follows:



                  1. APPOINTMENT. The Company appoints the Escrow Agent as

escrow agent for the purpose of holding the Escrow Funds (as defined below). The

Escrow Agent hereby accepts its appointment and agrees to act as escrow agent

under the terms and conditions contained in this Escrow Agreement.



                  2. DELIVERY OF FUNDS. The Company agrees that the Company will

deliver to the Escrow Agent, promptly after receipt of any subscriptions for the

Shares, the subscription funds (which shall be equal to the gross offering price

for the Shares subscribed) in the form of a personal, bank, cashier's check or

wire transfer payable to "LaSalle Bank National Association, Escrow Agent, for

Entropin, Inc.," and to provide the Escrow Agent, in writing, with the name,

address and Taxpayer Identification Number of each subscriber and the number of

Shares for which each subscriber has subscribed. The Escrow Agent agrees to



{PAGE}



place any subscription funds so received (the "Escrow Funds") in an account

maintained by the Escrow Agent under the designation "Entropin, Inc." (the

"Escrow Account"). Following the Termination Date and once all of the Escrow

Funds and any interest or earnings accrued thereon have been disbursed pursuant

to this Escrow Agreement, the Escrow Agent shall take all necessary action to

close the Escrow Account.



         Unless otherwise specifically directed herein, the Escrow Agent shall

proceed as soon as practicable to collect any checks or other collection items

at any time deposited or received hereunder. All such collections shall be

subject to the usual collection agreement regarding items received by its

commercial banking department for deposit or collection. The Escrow Agent shall

have no duty to (i) notify anyone of any payment or maturity under the terms of

any instrument deposited or received hereunder or (ii) take any legal action to

enforce payment of any check, note or security deposited or received hereunder.

In the event that any funds, including cleared funds, deposited in the Escrow

Account prove uncollectible after the funds represented thereby have been

released by the Escrow Agent pursuant to this Agreement, the Company shall

immediately reimburse the Escrow Agent upon request for the face amount of such

check or checks, together with reasonable and customary charges and expenses

related thereto, and the Escrow Agent shall deliver the returned checks or other

instruments to the Company. The Company acknowledges that its obligation in the

preceding sentence shall survive the termination of this Agreement and the

resignation or removal of the Escrow Agent. The Escrow Agent (in its capacity as

escrow agent hereunder) shall have no liability for, or obligation to pay,

interest on any money deposited or received hereunder, except as provided in

Section5. The Escrow Agent will not be required to lend to, or advance, or pay

out of its own funds any sums whatsoever for the account of the Company.



         If the Company rejects any subscription for which the Escrow Agent has

already collected funds, the Escrow Agent shall promptly issue a refund check to

the rejected subscriber. If the Company rejects any subscription for which the

Escrow Agent has not yet collected funds but has submitted the subscriber's

check for collection, the Escrow Agent shall promptly issue a check in the

amount of the subscriber's check to the rejected subscriber after the Escrow

Agent has cleared such funds. If the Escrow Agent has not yet submitted a

rejected subscriber's check for collection, the Escrow Agent shall promptly

remit the subscriber's check directly to the subscriber.



                  3. ESCROW. The Escrow Agent agrees to hold the Escrow Funds

received by the Escrow Agent in accordance with Section 2 hereof until the

release of the Escrow Funds pursuant to Section 4 hereof.



                  4. RELEASE OF THE ESCROW FUNDS. The Escrow Agent shall not

release any part of the Escrow Funds to any party except as provided in this

Section 4.



                           (a) DISBURSEMENT OF OFFERING PROCEEDS. If the Escrow

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