EXHIBIT
10.5

    


    MAKE
GOOD ESCROW AGREEMENT

    


    This Make
Good Escrow Agreement, dated as of December 23, 2009 (the “Agreement”), is
entered into by and among ActiveWorlds Corp., a U.S. public reporting company
(the “Company”), Famous Grow
Holdings Limited (the “Make
Good Pledgor”), the investors listed on the Schedule of Investors
attached hereto as Schedule
I and identified on the signature pages hereto (each, an “Investor” and collectively,
the “Investors”),
Baytree Capital Associates, LLC, a Delaware limited liability company, as
representative of the Investors (the “Investor Agent”), and Paul
Goodman, Esq., as escrow agent (“Escrow Agent”).

    


    WHEREAS,
each of the Investors has entered into a Securities Purchase Agreement, dated of
even date herewith (the “Securities Purchase
Agreement”), evidencing their participation in the Company’s private
placement (the “Offering”) of securities.
 As an inducement to the Investors to participate in the Offering and as
set forth in the Securities Purchase Agreement, the Make Good Pledgor has agreed
to place certain shares of common stock of the Company owned by it into escrow
(the “Escrow Shares”)
for the benefit of the Investors in the event that the Company fails to meet
certain financial thresholds as set forth in this Agreement.

     


    WHEREAS,
the Make Good Pledgor and the Investors have requested that the Escrow Agent
hold the Escrow Shares and the Escrow Agent has agreed to act as escrow agent
pursuant to the terms and conditions of this Agreement; and

     

    WHEREAS,
all capitalized terms used but not defined herein which are defined in the
Securities Purchase Agreement shall have the respective meanings given to such
terms in the Securities Purchase Agreement;

     

    NOW,
THEREFORE, in consideration of the mutual promises of the parties and the terms
and conditions hereof, the parties hereby agree as follows:

     

    1. Appointment of Escrow
Agent. The Make Good Pledgor hereby appoints the Escrow Agent to act as
Escrow Agent in accordance with the terms and conditions set forth in this
Agreement, and Escrow Agent hereby accepts such appointment and agrees to act as
Escrow Agent in accordance with such terms and conditions.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    2. Establishment of Escrow.
 Upon the execution of this Agreement, the Make Good Pledgor shall deliver,
or cause to be delivered, to the Escrow Agent certificates evidencing an
aggregate of 3,791,218 shares of the Company’s common stock owned by the
Make Good Pledgor, together with stock powers executed in blank, signature
medallion guaranteed or in other form, and substance acceptable for transfer, to
be held in escrow pursuant to the terms and conditions of this Agreement.
 The Make Good Pledgor understands and agrees that the Investors’ right to
receive certain of the Escrow Shares (the “Make Good Shares”) pursuant to
this Agreement shall continue to run to the benefit of each Investor even if
such Investor shall have transferred or sold all or any portion of the shares of
Common Stock it acquired under the Securities Purchase Agreement (the “Purchased Shares”), and that each Investor
shall have the right to assign its rights to receive all or any such Make Good
Shares to other Persons in conjunction with negotiated sales or transfers of any
of its Purchased Shares.  The Make Good Pledgor hereby irrevocably agrees
that, other than in accordance with this Agreement, the Make Good Pledgor will
not offer, pledge, sell, contract to sell, sell any option or contract to
purchase, purchase any option or contract to sell, grant any option, right or
warrant to purchase or otherwise transfer or dispose of, directly or indirectly,
or announce the offering of any of the Escrow Shares (including any securities
convertible into, or exchangeable for, or representing the rights to receive
Make Good Shares).  The Escrow Agent shall notify the Investors when the
Escrow Shares have been deposited with the Escrow Agent.

    


    3. Representations of Make Good
Pledgor.  

    


    The Make
Good Pledgor hereby represents and warrants to the Investors as
follows:

     

    (i) The Make Good Pledgor is the record
and beneficial owner of the Escrow Shares and all of the Escrow Shares are
validly issued, fully paid and nonassessable shares of the Company, and free and
clear of all liens.  Upon any transfer of Make Good Shares to Investors
hereunder, Investors will receive full right, title and authority to the Escrow
Shares free and clear of all liens.

     

    (ii) Performance of this
Agreement and compliance with the provisions hereof will not violate any
provision of any applicable law and will not conflict with or result in any
breach of any of the terms, conditions or provisions of, or constitute a default
under, or result in the creation or imposition of any lien upon any of the
properties or assets of Make Good Pledgor pursuant to the terms of any
indenture, mortgage, deed of trust or other agreement or instrument binding upon
Make Good Pledgor or such properties or assets, other than such breaches,
defaults or liens which would not have a material adverse effect taken as a
whole.


    
      
         


      

      
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    4. Disbursement of Make Good
Shares.

     

    In the
event that the After PRC Tax Net Income (as defined below) for 2009 calculated
based upon the figure as reported in the Annual Report on Form 10-K of the
Company for the fiscal year ending December 31, 2009 (the “2009 Financial Statements”) as
filed with the Securities and Exchange Commission ( the “SEC”), is more than 70% of
amount equivalent to RMB 65 million (the “2009 Target Net Income”), the
Escrow Agent shall deliver to the Make Good Pledgor, one-third (1/3) of the
Escrow Shares being held by the Escrow Agent.  In the event that the After
Tax Net Income is less than 70% of the 2009 Target Net Income, then the Escrow
Agent shall deliver to the Investors, pursuant to the Investor Agent Written
Instructions (hereinafter defined), on a pro rata basis (determined by dividing
each Investor’s Investment Amount by the aggregate of all Investment Amounts
delivered to the Company by the Investors under the Securities Purchase
Agreement) as specified in Schedule I to this
Agreement, for no additional consideration, such number of Make Good Shares
equal to ((2009 Target Net Income / Actual net income for 2009) -1)
× 3,791,218, up to a maximum of the total number of Escrow Shares which
were originally delivered to the Escrow Agent pursuant to the terms
hereof.

    


    In the
event that the After Tax Net Income for 2010 calculated based upon the figures
as reported in the Annual Report of the Company for the fiscal year ending
December 31, 2010 (the “2010
Financial Statements”) as filed with the SEC, is more than 70% of 
RMB 100.0 million (the “2010
Target Net Income”), the Escrow Agent shall deliver to the Make Good
Pledgor, one-third (1/3) of the Escrow Shares then being held by the Escrow
Agent. In the event that the After Tax Net Income is less than 70% of the 2010
Target Net Income, then the Escrow Agent shall deliver to the Investors,
pursuant to the Investor Agent Written Instructions, on a pro rata basis (as
determined by the formula set forth above), for no additional consideration,
such number of Make Good Shares equal to ((2010 Target Net Income / Actual net
income for 2010) - 1) × 3,791,218, up to a maximum of the total number of
Escrow Shares remaining in the possession of the Escrow Agent pursuant to the
terms hereof.

    


    In the
event that the After PRC Tax Net Income for 2011 as calculated based upon the
figures reported in the Annual Report of the Company for the fiscal year ending
December 31, 2011 (the “2011
Financial Statements”), is more than RMB 150 million (the “2011 Target Net Income”), the
Escrow Agent shall deliver to the Make Good Pledgor any remaining Escrow Shares
then being held by the Escrow Agent. In the event that the After Tax Net Income
is less than 70% of the 2011 Target Net Income, then the Escrow Agent shall
deliver to the Investors, pursuant to the Investor Agent Written Instructions,
on a pro rata basis (as determined by the formula set forth above), for no
additional consideration, such number of Make Good Shares equal to ((2011 Target
Net Income / Actual net income for 2011) - 1) × 3,791,218, up to a maximum
of the total number of Make Good Shares remaining in the possession of the
Escrow Agent pursuant to the terms hereof, with the balance of the Escrow Shares
held by the Escrow Agent, if any, being delivered to the Make Good
Pledgor.

    


    Within
five (5) business days of Investor Agent’s receipt of the 2009 Financial
Statements, the 2010 Financial Statements and the 2011 Financial Statements, as
applicable, Investor Agent shall provide written instructions (the “Investor Agent Written
Instructions”) in the form attached hereto as Exhibit A to the Escrow
Agent instructing the Escrow Agent to issue and deliver the Make Good Shares, if
any, to the Investors in accordance with the calculation above.


    
      
         


      

      
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    The
Company will provide the Investor Agent with 2009 Financial Statements, the 2010
Financial Statements and the 2011 Financial Statements, as applicable, no later
than two (2) days after the date on which the respective Annual Reports with the
SEC to allow the Investor Agent the opportunity to evaluate whether the
applicable Target Net Income was achieved.

    


    After an
Annual Report on Form 10-K for fiscal 2011 of the Company is filed with the SEC
and the Make Good Shares issuable to Investors for fiscal year of 2011 have been
transferred to the Investors, any Escrow Shares remaining in escrow shall be
returned to the Make Good Pledgor within fifteen (15) Business Days of date of
such transfer.

    


    For
purposes hereof, “After PRC Tax
Net Income” shall mean the Company’s operating income after taxes
incurred in PRC for the fiscal year ending December 31, 2009, December 31, 2010
or December 31, 2011 (as applicable) in each case determined in accordance with
U.S. GAAP.

     

    No
fractional shares shall be delivered to the Purchasers under the calculations
set forth in this Section 4.  If, upon calculation of the Make Good Escrow
Shares to be delivered to the Investors pursuant to these calculations, an
Investor would be entitled to receive a fractional interest in a share, such
number of shares shall be rounded up or down to the nearest whole number of
shares of Common Stock to be delivered to such Investor.  In addition to
the Escrow Shares, upon receipt of written notice from the Investor Agent, the
Make Good Pledgor shall deposit such number of additional shares (the “Additional Escrow
Shares”), with the Escrow Agent in accordance with Section 1.2, solely to
cover any shares required to be delivered to the Investors in excess of the Make
Good Escrow Shares as a result of the rounding up of fractional shares under the
calculations set forth in this Section 4.

    


    5. Make Good Shares.
 

    


    If any
Make Good Shares are deliverable to the Investors in accordance with this
Agreement, Make Good Pledgor covenants and agrees to execute all such
instruments of transfer (including stock powers and assignment documents) as are
customarily executed to evidence and consummate the transfer of the Make Good
Shares from Make Good Pledgor to the Investors, to the extent not done so in
accordance with Section 2 until such time as (if at all) the Make Good Shares
are required to be delivered pursuant to the Securities Purchase Agreement and
in accordance with this Agreement.

    


    Any
dividends payable in respect of the Make Good Shares and all voting rights
applicable to the Make Good Shares shall be retained by Make Good Pledgor and
should the Escrow Agent receive dividends or voting materials, such items shall
not be held by the Escrow Agent, but shall be passed immediately on to the Make
Good Pledgor and shall not be invested or held for any time longer than is
needed to effectively re-route such items to the Make Good Pledgor.
 


    
      
         


      

      
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    Assuming
the Make Good Pledgor provides good and valid title to the Make Good Shares to
be transferred and delivered on behalf of the Make Good Pledgor to the Investors
hereunder, free and clear of all liens, encumbrances, equities or claims, the
Escrow Agent will ensure that upon delivery of the Make Good Shares, good and
valid title to the Make Good Shares, free and clear of all liens, encumbrances,
equities or claims will pass to the Investors.   The Escrow Agent shall not
take any action which could impair Investors’ rights in the Make Good Shares.
 The Escrow Agent shall not sell, transfer, assign or otherwise dispose of
(by operation of law or otherwise) or grant any option with respect to any Make
Good Shares prior to the termination of this Agreement.

     

    6. Interpleader.  Should
any controversy arise among the parties hereto with respect to this Agreement or
with respect to the right to receive the Escrow Shares, Escrow Agent and/or the
Investor Agent shall have the right to consult and hire counsel and/or to
institute an appropriate interpleader action to determine the rights of the
parties. Escrow Agent and/or the Investor Agent are also each hereby authorized
to institute an appropriate interpleader action upon receipt of a written letter
of direction executed by the parties so directing either Escrow Agent or the
Investor Agent. If Escrow Agent or the Investor Agent is directed to institute
an appropriate interpleader action, it shall institute such action not prior to
thirty (30) days after receipt of such letter of direction and not later than
sixty (60) days after such date. Any interpleader action instituted in
accordance with this Section 6 shall be filed in any court of competent
jurisdiction in the State of New York, and the Escrow Shares in dispute shall be
deposited with the court and in such event Escrow Agent and the Investor Agent
shall be relieved of and discharged from any and all obligations and liabilities
under and pursuant to this Agreement with respect to the Escrow Shares and any
other obligations hereunder.

     

    7. Exculpation and Indemnification of
Escrow Agent and the Investor Agent.

     

    a. 
Escrow Agent is not a party to, and is not bound by or charged with notice of
any agreement out of which this escrow may arise.  Escrow Agent acts under
this Agreement as a depositary only and is not responsible or liable in any
manner whatsoever for the sufficiency, correctness, genuineness or validity of
the subject matter of the escrow, or any part thereof, or for the form or
execution of any notice given by any other party hereunder, or for the identity
or authority of any person executing any such notice. Escrow Agent will have no
duties or responsibilities other than those expressly set forth herein. 
Escrow Agent will be under no liability to anyone by reason of any failure on
the part of any party hereto (other than Escrow Agent) or any maker, endorser or
other signatory of any document to perform such person's or entity's obligations
hereunder or under any such document.  Except for this Agreement and
instructions to Escrow Agent pursuant to the terms of this Agreement, Escrow
Agent will not be obligated to recognize any agreement between or among any or
all of the persons or entities referred to herein, notwithstanding its knowledge
thereof.  The Investor Agent’s sole obligation under this Agreement is to
provide written instruction to Escrow Agent (following such time as the Company
files certain periodic financial reports as specified in Section 4 hereof)
directing the distribution of the Escrow Shares.  The Investor Agent will
provide such written instructions upon review of the relevant After Tax Net
Income amount reported in such periodic financial reports as specified in
Section 4 hereof.  The Investor Agent is not charged with any obligation to
conduct any investigation into the financial reports or make any other
investigation related thereto.  In the event of any actual or alleged
mistake or fraud of the Company, its auditors or any other person in connection
with such financial reports of the Company, the Investor Agent shall have no
obligation or liability to any party hereunder.


    
      
         


      

      
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    b.  Neither the Escrow Agent nor
Investor Agent will be liable for any action taken or omitted by it, or any
action suffered by it to be taken or omitted, absent gross negligence or willful
misconduct.  The Escrow Agent and Investor Agent may each rely conclusively
on, and will be protected in acting upon, any order, notice, demand,
certificate, or opinion or advice of counsel (including counsel chosen by Escrow
Agent or Investor Agent, as applicable), statement, instrument, report or other
paper or document (not only as to its due execution and the validity and
effectiveness of its provisions, but also as to the truth and acceptability of
any information therein contained) which is reasonably believed by Escrow Agent
or Investor Agent, as applicable, to be genuine and to be signed or presented by
the proper person or persons.  The duties and responsibilities of the
Escrow Agent and Investor Agent, as the case may be, hereunder shall be
determined solely by the express provisions of this Agreement and no other or
further duties or responsibilities shall be implied, including, but not limited
to, any obligation under or imposed by any laws of the State of New York upon
fiduciaries.  NEITHER THE ESCROW AGENT NOR INVESTOR AGENT SHALL BE LIABLE,
DIRECTLY OR INDIRECTLY, FOR ANY (I) DAMAGES, LOSSES OR EXPENSES ARISING OUT OF
THE SERVICES PROVIDED HEREUNDER, OTHER THAN DAMAGES, LOSSES OR EXPENSES WHICH
HAVE BEEN FINALLY ADJUDICATED TO HAVE DIRECTLY RESULTED FROM THE ESCROW AGENT’S
OR INVESTOR AGENT'S, AS THE CASE MAY BE, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT,
OR (II) SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES OR LOSSES OF ANY KIND
WHATSOEVER (INCLUDING, WITHOUT LIMITATION, LOST PROFITS), EVEN IF THE ESCROW
AGENT OR INVESTOR AGENT, AS APPLICABLE, HAS BEEN ADVISED OF THE POSSIBILITY OF
SUCH LOSSES OR DAMAGES AND REGARDLESS OF THE FORM OF ACTION.

     

    c.  The Company and the Make
Good Pledgor hereby indemnify and hold harmless each of Escrow Agent, the
Investor Agent and any of their principals, partners, agents, employees and
affiliates from and
against any expenses, including reasonable attorneys' fees and disbursements,
damages or losses suffered by Escrow Agent or the Investor Agent in connection
with any claim or demand, which, in any way, directly or indirectly, arises out
of or relates to this Agreement or the services of Escrow Agent or the Investor
Agent hereunder; except, that if Escrow Agent or the Investor Agent is guilty of
willful misconduct or gross negligence under this Agreement, then Escrow Agent
or the Investor Agent, as the case may be, will bear all losses, damages and
expenses arising as a result of its own willful misconduct or gross
negligence.  Promptly after the receipt by Escrow Agent or the Investor
Agent of notice of any such demand or claim or the commencement of any action,
suit or proceeding relating to such demand or claim, Escrow Agent or the
Investor Agent, as the case may be, will notify the other parties hereto in
writing.  For the purposes hereof, the terms "expense" and "loss" will
include all amounts paid or payable to satisfy any such claim or demand, or in
settlement of any such claim, demand, action, suit or proceeding settled with
the express written consent of the parties hereto, and all costs and expenses,
including, but not limited to, reasonable attorneys' fees and disbursements,
paid or incurred in investigating or defending against any such claim, demand,
action, suit or proceeding.  The provisions of this Section 7 shall survive
the termination of this Agreement, and the resignation or removal of the Escrow
Agent.


    
      
         


      

      
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    8. Compensation of Escrow
Agent.  Escrow Agent shall be entitled to compensation for its
services as stated in the fee schedule attached hereto as Exhibit B, which
compensation shall be paid by the Company. The fee agreed upon for the services
rendered hereunder is intended as full compensation for Escrow Agent's services
as contemplated by this Agreement.

     

    9. Resignation of Escrow
Agent.  At any time, upon ten (10) business says' written notice to
the Company and the Investors, Escrow Agent may resign and be discharged from
its duties as Escrow Agent hereunder. As soon as practicable after its
resignation, Escrow Agent will promptly turn over to a successor escrow agent
appointed by the Company and the Investor Agent the Escrow Shares held hereunder
upon presentation of a document appointing the new escrow agent and evidencing
its acceptance thereof.  If, by the end of the ten business day period
following the giving of notice of resignation by Escrow Agent, the Company and
the Investor Agent shall have failed to appoint a successor escrow agent, Escrow
Agent shall deposit the Escrow Shares as directed by the Investor Agent with the
understanding that such Escrow Shares will continue to be subject to the
provisions of this Agreement.

    


    10. Records.  Escrow
Agent shall maintain accurate records of all transactions hereunder. 
Promptly after the termination of this Agreement or as may reasonably be
requested by the parties hereto from time to time before such termination,
Escrow Agent shall provide the parties hereto, as the case may be, with a
complete copy of such records, certified by Escrow Agent to be a complete and
accurate account of all such transactions.  The authorized representatives
of each of the parties hereto shall have access to such books and records at all
reasonable times during normal business hours upon reasonable notice to Escrow
Agent and at the requesting party’s expense.

     

    11. Notice.  All notices,
communications and instructions required or desired to be given under this
Agreement must be in writing and shall be deemed to be duly given if sent by
registered or certified mail, return receipt requested, or overnight courier, to
the addresses listed on the signature pages hereto.

     

    12. Execution in
Counterparts.  This Agreement may be executed in counterparts, each
of which shall be deemed an original, but all of which together shall constitute
one and the same instrument.


    
      
         


      

      
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    13. Assignment and
Modification.  This Agreement and the rights and obligations
hereunder of the Escrow Agent may be assigned by the Escrow Agent only with the
prior consent of the Company and the Investor Agent.  This Agreement and
the rights and obligations hereunder of the Make Good Pledgor may not be
assigned by the Make Good Pledgor.  Subject to the requirements under
applicable laws, an Investor may assign its rights under this Agreement without
any consent from any other party. This Agreement may not be changed orally or
modified, amended or supplemented without an express written agreement executed
by the Escrow Agent, the Company, the Make Good Pledgor and the Investor Agent
(upon consent of the Investors holding a majority of the Shares issued at
Closing under the Securities Purchase Agreement. This Agreement is binding upon
and intended to be for the sole benefit of the parties hereto and their
respective successors, heirs and permitted assigns, and none of the provisions
of this Agreement are intended to be, nor shall they be construed to be, for the
benefit of any third person.  No portion of the Escrow Shares shall be
subject to interference or control by any creditor of any party hereto, or be
subject to being taken or reached by any legal or equitable process in
satisfaction of any debt or other liability of any such party hereto prior to
the disbursement thereof to such party hereto in accordance with the provisions
of this Agreement.

     

    14.  Applicable
Law.  This Agreement shall be governed by, and construed in
accordance with, the internal laws of the State of New York. The representations
and warranties contained in this Agreement shall survive the execution and
delivery hereof and any investigations made by any party. Each party agrees that
all legal proceedings concerning the interpretations, enforcement and defense of
the transactions contemplated by this Agreement shall be commenced exclusively
in the state and federal courts sitting in the City of New York, Borough of
Manhattan (the “New York
Courts”).  Each party hereto hereby irrevocably submits to the
exclusive jurisdiction of the New York Courts for the adjudication of any
dispute hereunder or in connection herewith, and hereby irrevocably waives, and
agrees not to assert in any such proceeding, any claim that it is not personally
subject to the jurisdiction of any such New York Court, or that such proceeding
has been commenced in an improper or inconvenient forum. Each party hereto
hereby irrevocably waives personal service of process and consents to process
being served in any such proceeding by mailing a copy thereof via registered or
certified mail or overnight delivery (with evidence of delivery) to such party
at the address in effect for notices to it under this Agreement and agrees that
such service shall constitute good and sufficient service of process and notice
thereof.  Nothing contained herein shall be deemed to limit in any way any
right to serve process in any manner permitted by law.

     

    15. Headings.  The
headings contained in this Agreement are for convenience of reference only and
shall not affect the construction of this Agreement.

     

    16. Attorneys’ Fees.  If
any action at law or in equity, including an action for declaratory relief, is
brought to enforce or interpret the provisions of this Agreement, the prevailing
party shall be entitled to recover reasonable attorneys’ fees from the other
party (unless such other party is the Escrow Agent), which fees may be set by
the court in the trial of such action or may be enforced in a separate action
brought for that purpose, and which fees shall be in addition to any other
relief that may be awarded.


    
      
         


      

      
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    17. Merger or
Consolidation.  Any corporation or association into which the Escrow
Agent may be converted or merged, or with which it may be consolidated, or to
which it may sell or transfer all or substantially all of its corporate trust
business and assets as a whole or substantially as a whole, or any corporation
or association resulting from any such conversion, sale, merger, consolidation
or transfer to which the Escrow Agent is a party, shall be and become the
successor escrow agent under this Agreement and shall have and succeed to the
rights, powers, duties, immunities and privileges as its predecessor, without
the execution or filing of any instrument or paper or the performance of any
further act.

    


    18.  Waiver. No waiver
of, 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.

    


    19. Entire Agreement. This
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 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.

     

    20. Construction. Whenever
required by the context of this Agreement, the singular shall include the plural
and masculine shall include the feminine. This 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.

    


    21. Further Instruments. If
the Escrow Agent reasonably requires other or further instruments in connection
with this Agreement or obligations in respect hereto, the necessary parties
hereto shall use its best efforts to join in furnishing such
instruments.

     

    [SIGNATURE
PAGES FOLLOW]


    
      
         


      

      
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    IN
WITNESS WHEREOF, the parties have duly executed this Agreement as of the date
set forth below.

     

    
      
        
          
            
              
                
                  	 	
                          COMPANY:

                        
	 	 
      
	 	
                          ActiveWorlds
      Corp

                        
	 	 
      
	 	
                          By:/s/
      Paul Goodman

                        	 
      
	 	
                          Name:
      Paul Goodman

                        
	 	
                          Title:
      President

                        
	 	
                          Date:

                        
	 	 
      
	 	
                          Address:

                        
	 	
                          Facsimile:

                        
	 	
                          Attn.:

                        
	 	 
      
	 	
                          MAKE GOOD
      PLEDGOR:

                        
	 	 
      
	 	
                          Famous
      Grow Holdings Limited

                        
	 	 
      
	 	
                          By: 
      /s/ Qian Lei

                        	 
      
	 	
                          Name:
      Qian Lei

                        
	 	
                          Title:

                        
	 	
                          Date:

                        
	 	 
      
	 	
                          Address:

                        
	 	
                          Facsimile:

                        
	 	
                          Attn.:

                        


                

              

            

          

        

      

    


    
      
         


      

      
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                  ESCROW
      AGENT:

                
	 	 
      
	 	
                  By:

                	
                  /s/ Paul Goodman

                	 
      
	 	
                  Name:
      Paul Goodman

                
	 	
                  Title:

                
	 	
                  Date:

                
	 	 
      
	 	
                  Address:

                
	 	
                  Facsimile:

                
	 	
                  Attn.:

                
	 	 
      
	 	
                  INVESTOR
      AGENT

                
	 	 
      
	 	
                  Baytree
      Capital Associates, LLC

                
	 	
                  By:

                	
                  /s/ Michael Gardner

                	 
      
	 	
                  Name:
      Michael Gardner

                
	 	
                  Title:
      Managing Member

                
	 	
                  Date:

                
	 	 
      
	 	
                  Address:

                
	 	
                  Facsimile:

                
	 	
                  Attn.:

                
	 	 
      
	 	
                  INVESTORS

                
	 	 
      
	 	
                  By:

                	 
      	 
      
	 	
                  Name:

                
	 	
                  Title:

                
	 	
                  Date:

                
	 	 
      
	 	
                  Address:

                
	 	
                  Facsimile:

                
	 	
                  Attn.:

                


        

      

    


    
      
         


      

      
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                SCHEDULE
      I

                 

                LIST
      OF INVESTORS AND SHARES PURCHASED

                 

              
	
                Investor

              	
                Purchase
      Price

              	
                Shares

              	
                Warrants

              
	
                 

                Whitebox
      Combined Partners, LP

                C/O
      Whitebox Advisors, LLC

                3033
      Excelsir Blvd., Suite 3P

                Minneapolis,
      MN  55416

                EIN:  N/A
      (BVI entity)

              	
                 

                 

                 

                 

                 

                $1,680,000

              	
                 3,373,494

              	
                 674,699

              
	
                 

                Whitebox
      Intermarket Partners, LP

                C/O
      Whitebox Advisors, LLC

                3033
      Excelsir Blvd., Suite 3P

                Minneapolis,
      MN  55416

                EIN:  N/A
      (BVI entity)

              	
                $320,000

              	
                 642,570

              	
                 128,514

              
	
                 

                Wallington
      Investment Holding Ltd

                C/O
      Welch & Co.

                25500
      Hawthorne Blvd., Suite 2500

                Torrence,
      CA 90505

                EIN:  N/A

              	
                 

                 

                 

                 

                 

                $1,150,000

              	
                2,309,237

              	
                461,847

              
	
                 

                Parkland
      Ltd.

                Sinserstrasse
      65

                CH
      6330

                Cham,
      Switzerland

                EIN:  N/A
      (foreign entity)

              	
                 

                 

                 

                 

                 

                $500,000

              	
                1,004,016

              	
                 200,803

              
	
                 

                Jayhawk
      Private Equity Fund II, LP

                930
      Tahoe Blvd. 802-281

                Incline
      Village, NV  89451

                EIN:  26-1692972

              	
                 

                 

                 

                 

                $500,000

              	
                 1,004,016

              	
                 200,803

              
	
                 

                Trillion
      Growth China Limited Partnership

                1000,
      888-Third Street SW

                Calgary,
      AB  T2P5C5

                Canada

                EIN:  N/A
      (Canadian entity)

              	
                $250,000

              	
                 502,008

              	
                 100,402

              
	
                Great
      Places LLC

                C/O
      Baytree Capital

                40
      Wall Street, 58th
      Fl

                New
      York, NY 10005

                EIN:
      73-1552966

              	
                $250,000

              	
                 502,008

              	
                 100,402

              
	
                 

                 

                 

                Donald
      Rosenfeld

                11
      East 68th Street, Apt. 7G

                New
      York, NY 10065

                SS:
      ###-##-####

              	
                 

                 

                 

                 

                 

                 

                $75,000

              	
                 

                 

                 

                 

                 

                 

                150,602

              	
                 

                 

                 

                 

                 

                 

                30,120

              
	
                 

                Jay
      T.  Snyder

                C/O
      HJB Investments

                592
      Fifth Avenue, 4th
      Fl

                New
      York, NY 10036

                SS:
      ###-##-####

              	
                $50,000

              	
                 100,402

              	
                 20,080

              
	
                 

                Beryl
      Snyder

                592
      Fifth Avenue, 4th
      Fl

                New
      York, NY  10036

                SS:
      ###-##-####

              	
                $50,000

              	
                 100,402

              	
                 20,080

              
	
                 

                Randall
      Cox

                1314
      Sagamore, Lane

                Ventura,
      CA  93001

                SS:
      ###-##-####

              	
                $50,000

              	
                 100,402

              	
                 20,080

              
	
                 

                Silicon
      Prairie Partners

                130
      Lytham Ave.

                Palo
      Alto, CA  94301

                EIN:
      77-0570408

              	
                $50,000

              	
                 100,402

              	
                 20,080

              
	
                 

                Michael
      Harris, Esq.

                c/o
      Harris Cramer LLP

                1550
      Palm Beach Lakes Blvd.

                West
      Palm Beach, FL  33401

                SS:
      ###-##-####

              	
                $25,000

              	
                 50,201

              	
                 10,040

              
	
                 

                Bo
      Bai

                23/F
      Block B

                Cornwall
      Court, Kings Road

                North
      Point, Hong Kong

                SS:
      N/A (foreign national)

              	
                $150,000

              	
                301,206

              	
                60,240

              
	
                 

                Baytree
      Capital Associates, LLC

                and/or
      designees

                (consultant
      warrants)

              	
                -

              	
                -

              	
                3,072,289

              


      

    

     

    
      
         


      

      
        12

        
          

        

      

      
         


      

    


    Exhibit A

    


    INSTRUCTION
NOTICE

    


    TO:
___________

    


    This
Instruction Notice is issued pursuant to that certain Make Good Escrow
Agreement
(the “Agreement”), dated
as of December ___, 2009, by and among ActiveWorlds Corp, a U.S. public
reporting company, Famous Grow Holdings Limited (the “Make Good Pledgor”), certain
investors listed on the Schedule of Investors attached to the Agreement as
Schedule I ( the “Investors”), Baytree Capital Associates, LLC, a Delaware
limited liability company, as representative of the Investors (the “Investor
Agent”), and you, as Escrow Agent. Capitalized terms used but not otherwise
defined in this Instruction Notice shall have the meanings ascribed to them in
the Agreement.

    


    The
undersigned hereby certifies that, pursuant to Section 4 of the Make Good Escrow
Agreement, it has a good faith belief that the Investors are entitled to receive
__________ shares of Make Good Shares as set forth in Exhibit A
hereto.

    


    Accordingly,
you are hereby instructed to transfer, upon your receipt of this Instruction
Notice, certain number of shares to the Investors as set forth in Exhibit
A

    


    A copy of
this Instruction Notice has been given to the Company and Investors in
accordance with the applicable provisions of the Make Good Escrow
Agreement.

    


    Dated:
_____________, 20__.

    


    
      
        
          	 
      	
                  Baytree
      Capital Associates, LLC

                
	 
      	 
      
	 
      	
                  By:

                	 
      
	 
      	
                  Name:

                
	 
      	
                  Title:

                


        

      

    


    
      
         


      

      
        13

        
          

        

      

      
         


      

    


    Exhibit
B

    


    FEE
SCHEDULE

     

    $10,000


    
      
         


      

      
        14