ex10_24.htm


     

    
      


       

      ESCROW
AGREEMENT

       

      THIS ESCROW AGREEMENT (this
“Agreement”) is
made and entered into as of November _10_, 2009 among
Decor Products International,
Inc., a Florida corporation, with headquarters located at No. 6 Economic
Zone, Wushaliwu, Chang’an Town, Dongguan, Guangdong Province, China (the “Company”), and Mr. Zhuang, Jinghua and Ms. Shi,
Quanling (the “Buyers”), and Greentree Tree Financial Group,
Inc., as Escrow Agent hereunder (the “Escrow
Agent”).

       

       

      BACKGROUND

       

      WHEREAS, the Company and the
Buyers have entered into a subsidiary loan agreement (the “Subsidiary Loan
Agreement”), dated as of the date hereof, pursuant to which the Company
has offered warrants to the Buyers as an inducement to loaning money to its
wholly owned subsidiary  (the “Warrants”) to the
Buyers.  The Subsidiary Loan Agreement provides that the Buyers shall
deposit the purchase amount in segregated escrow account(s) to be held by Escrow
Agent in order to effectuate a disbursement to the Company at closings to be
held as set forth in the Subsidiary Loan Agreement (each, a “Closing”).   Furthermore,
the Company and its wholly owned subsidiary CHDITN Paper Co. Ltd. (the “Sub”) a
corporation organized under the laws of the People’s Republic of China have
executed a Promissory Note of even date herewith whereby the Company has
borrowed the sum of $990,000 from the Sub to be used to pay off existing debts
in the Company as set forth below.

       

      WHEREAS, the Company intends
to issue Warrants (the “Offering”).

       

      WHEREAS, Escrow Agent has
agreed to accept, hold, and disburse the funds deposited with it in accordance
with the terms of this Agreement.

       

      WHEREAS, in order to establish
the escrow of funds and to effect the provisions of the Subsidiary Loan
Agreement, the parties hereto have entered into this Agreement.

       

      NOW THEREFORE, in
consideration of the foregoing, it is hereby agreed as follows:

       

      1. Definitions.  The
following terms shall have the following meanings when used herein:

       

      a. “Escrow Funds” shall
mean the funds deposited with Escrow Agent pursuant to this
Agreement.

       

      b. “Joint Written
Direction” shall mean a
written direction
executed by the Buyers and the Company directing Escrow Agent to disburse all or
a portion of the Escrow Funds or to take or refrain from taking any action
pursuant to this Agreement.

       

      c. “Escrow Period” shall
begin with the commencement of the Offering and shall terminate upon the earlier
to occur of the following dates:

       

      (i) The date
upon which Escrow Agent confirms that it has received in the Escrow Account(s)
all of the proceeds of the Subsidiary Loan Agreement;

       

      (ii) The date
upon which a determination is made by the Company and the Buyers to terminate
the Offering prior to the issuance of all the Warrants.

       

      During
the Escrow Period, the Company and the Buyers are aware that they are not
entitled to any funds received into escrow and no amounts deposited in the
Escrow Account(s) shall become the property of the Company or the Buyers or any
other entity, or be subject to the debts of the Company or the Buyers or any
other entity.

       

      2. Appointment
of and Acceptance by Escrow Agent.  The Buyers and
the Company hereby appoint Escrow Agent to serve as Escrow Agent
hereunder.  Escrow Agent hereby accepts such appointment and, upon
receipt by wire transfer of the Escrow Funds in accordance with Section 3 below,
agrees to hold, invest and disburse the Escrow Funds in accordance with this
Agreement.

       

      a. The
Company hereby acknowledges that the Escrow Agent is counsel to the Buyers in
connection with the transactions contemplated and referred herein. The Company
agrees that in the event of any dispute arising in connection with this Escrow
Agreement or otherwise in connection with any transaction or agreement
contemplated and referred herein, the Escrow Agent shall be permitted to
continue to represent the Buyers and the Company will not seek to disqualify
such counsel.

       

      3. Creation
of Escrow Accounts.  On or prior to
the date of the commencement of the Offering, the parties shall establish escrow
accounts with the Escrow Agent, which escrow accounts shall be entitled as
described below.  The Buyers will wire funds to any of the accounts of
the Escrow Agent as follows:

       

      
        	
                1.
      US$ Account

              	 
      
	
                Bank:

              	
                Wachovia
      Bank

              
	
                Routing
      #:

              	
                063000021

              
	
                Account
      #:

              	
                2000028158097

              
	
                SWIFT
      #:

              	 
      
	
                Name
      on Account:

              	
                Greentree
      Financial Group, Inc. as Escrow Agent

              
	
                Name
      on Sub-Account:

              	
                –
      Decor Products International, Inc. Escrow
  account

              


      

      


       

      
        	
                2.
      RMB Account

              	 
      	 
      
	
                Bank:

              	
                China
      Merchants Bank Guangzhou Branch

              
	
                Account
      #:

              	
                4100
      6220 2463 6666

              
	
                SWIFT
      #:

              	 
      
	
                Name
      on Account:

              	
                Chen,
      Li

              


      

      


       

      
        	
                3.
      RMB Account

              	 
      	 
      
	
                Beneficiary:

              	
                Societe
      Generale (China Limited) Guangzhou Branch

              
	
                Beneficiary
      bank:

              	
                ICBC
      Guangzhou Nanfang Sub-branch

              
	
                RMB
      Account 2#:

              	
                3602041709000763328

              
	
                Message:

              	
                66016083

              


      

      


       

      4. Deposits
into the Escrow Accounts.  The Buyers agree
that it shall promptly deliver funds for the payment of the Subsidiary Loan
Agreement to Escrow Agent for deposit in the Escrow Accounts.

       

      5. Disbursements from the
Escrow Account(s).

       

      a. The
Escrow Agent will continue to hold the Escrow Funds until: (a) the Buyers and
(b) the Company execute a Joint Written Direction directing the Escrow Agent to
disburse the Escrow Funds pursuant to Joint Written Direction signed by the
Company and the Buyers.  In disbursing such funds, Escrow Agent is
authorized to rely upon such Joint Written Direction from the Company and the
Buyers and may accept any signatory from the Company listed on the signature
page to this Agreement and any signature from the Buyers that the Escrow Agent
already has on file. The parties acknowledge that the Transaction Documents (as
defined in the Subsidiary Loan Agreement), including specifically the Warrants
shall be held in escrow by the escrow agent and shall only be released to the
Buyers simultaneous with the release of the Escrow Funds.  In the
event the Escrow Funds have not been disbursed by November 30, 2009 the parties
agree that the Escrow Funds shall be returned to the Buyers and the Warrants,
shares of Common Stock and all Transaction Documents executed by the Company
shall be returned to the Company.  The portion of the Escrow Funds
equal to $990,000 held in US$ Account (defined above) shall be paid directly out
of the escrow account of Greentree Financial Group, Inc. to the individuals or
entities set forth in Exhibit A, in consideration of full settlement of the
loans set forth in Exhibit A and in exchange for a full release of the pledged
collateral held pursuant thereto.  Any additional net proceeds will be
used for general working capital purposes.

       

      b. In the
event Escrow Agent does not receive the amount of the Escrow Funds from the
Buyers, Escrow Agent shall notify the Company and the Buyers.  Upon
receipt of payment instructions from the Company, Escrow Agent shall refund to
the Buyers, without interest the amount received from the Buyers, without
deduction, penalty, or expense to the Buyers other than wire transfer
fees.  The purchase money returned to the Buyers shall be free and
clear of any and all claims of the Company, the Buyers or any of their
creditors.

       

      c. In no
event will the Escrow Funds be released to the Company until the Escrow Funds
are received by Escrow Agent in collected funds. For purposes of this Agreement,
the term “collected funds” shall mean the Escrow Funds received by Escrow Agent
shall have cleared normal banking channels and are in the form of
cash.

       

      6. Collection
Procedure.  Escrow Agent is
hereby authorized to deposit the proceeds of each wire in the Escrow
Account(s).

       

      7. Suspension
of Performance: Disbursement Into Court.  If at any time,
there shall exist any dispute between the Company and the Buyers with respect to
holding or disposition of any portion of the Escrow Funds or any other
obligations of Escrow Agent hereunder, or if at any time Escrow Agent is unable
to determine, to Escrow Agent’s sole satisfaction, the proper disposition of any
portion of the Escrow Funds or Escrow Agent’s proper actions with respect to its
obligations hereunder, or if the parties have not within thirty (30) days of the
furnishing by Escrow Agent of a notice of resignation pursuant to Section 9
hereof, appointed a successor Escrow Agent to act hereunder, then Escrow Agent
may, in its sole discretion, take either or both of the following
action:

       

      a. suspend
the performance of any of its obligations (including without limitation any
disbursement obligations) under this Escrow Agreement until such dispute or
uncertainty shall be resolved to the sole satisfaction of Escrow Agent or until
a successor Escrow Agent shall be appointed (as the case may be); provided
however, Escrow Agent shall continue to invest the Escrow Funds in accordance
with Section 8 hereof; and/or

       

      b. petition
(by means of an interpleader action or any other appropriate method) any court
of competent jurisdiction in any venue convenient to Escrow Agent, for
instructions with respect to such dispute or uncertainty, and to the extent
required by law, pay into such court, for holding and disposition in accordance
with the instructions of such court, all funds held by it in the Escrow Funds,
after deduction and payment to Escrow Agent of all fees and expenses (including
court costs and attorneys’ fees) payable to, incurred by, or expected to be
incurred by Escrow Agent in connection with performance of its duties and the
exercise of its rights hereunder.

       

      c. Escrow
Agent shall have no liability to the Company, the Buyers, or any person with
respect to any such suspension of performance or disbursement into court,
specifically including any liability or claimed liability that may arise, or be
alleged to have arisen, out of or as a result of any delay in the disbursement
of funds held in the Escrow Funds or any delay in with respect to any other
action required or requested of Escrow Agent.

       

      8. Investment
of Escrow Funds.
Escrow Agent shall deposit the Escrow Funds into a segregated escrow
account(s) which shall be used solely in connection with this transaction (the
“Escrow Account”).

       

      If Escrow
Agent has not received a Joint Written Direction at any time that an investment
decision must be made, Escrow Agent shall maintain the Escrow Funds, or such
portion thereof, as to which no Joint Written Direction has been received, in
the Escrow Accounts.

       

      9. Resignation
and Removal of Escrow Agent.  Escrow Agent may
resign from the performance of its duties hereunder at any time by giving thirty
(30) days’ prior written notice to the parties or may be removed, with or
without cause, by the parties, acting jointly, by furnishing a Joint Written
Direction to Escrow Agent, at any time by the giving of ten (10) days’ prior
written notice to Escrow Agent as provided herein below.  Upon any
such notice of resignation or removal, the representatives of the Buyers and the
Company identified in Sections 13a.(iv) and 13b.(iv), below, jointly shall
appoint a successor Escrow Agent hereunder, which shall be a commercial bank,
trust company or other financial institution with a combined capital and surplus
in excess of US$10,000,000.00.  Upon the acceptance in writing of any
appointment of Escrow Agent hereunder by a successor Escrow Agent, such
successor Escrow Agent shall thereupon succeed to and become vested with all the
rights, powers, privileges and duties of the retiring Escrow Agent, and the
retiring Escrow Agent shall be discharged from its duties and obligations under
this Escrow Agreement, but shall not be discharged from any liability for
actions taken as Escrow Agent hereunder prior to such
succession.  After any retiring Escrow Agent’s resignation or removal,
the provisions of this Escrow Agreement shall inure to its benefit as to any
actions taken or omitted to be taken by it while it was Escrow Agent under this
Escrow Agreement.  The retiring Escrow Agent shall transmit all
records pertaining to the Escrow Funds and shall pay all funds held by it in the
Escrow Funds to the successor Escrow Agent, after making copies of such records
as the retiring Escrow Agent deems advisable and after deduction and payment to
the retiring Escrow Agent of all fees and expenses (including court costs and
attorneys’ fees) payable to, incurred by, or expected to be incurred by the
retiring Escrow Agent in connection with the performance of its duties and the
exercise of its rights hereunder.

       

      10. Liability of Escrow
Agent.

       

      a. Escrow
Agent shall have no liability or obligation with respect to the Escrow Funds
except for Escrow Agent’s willful misconduct or gross
negligence.  Escrow Agent’s sole responsibility shall be for the
safekeeping, investment, and disbursement of the Escrow Funds in accordance with
the terms of this Agreement.  Escrow Agent shall have no implied
duties or obligations and shall not be charged with knowledge or notice or any
fact or circumstance not specifically set forth herein.  Escrow Agent
may rely upon any instrument, not only as to its due execution, validity and
effectiveness, but also as to the truth and accuracy of any information
contained herein, which Escrow Agent shall in good faith believe to be genuine,
to have been signed or presented by the person or parties purporting to sign the
same and conform to the provisions of this Agreement.  In no event
shall Escrow Agent be liable for incidental, indirect, special, and
consequential or punitive damages.  Escrow Agent shall not be
obligated to take any legal action or commence any proceeding in connection with
the Escrow Funds, any account in which Escrow Funds are deposited, this
Agreement or the Purchase Agreement, or to appear in, prosecute or defend any
such legal action or proceeding.  Escrow Agent may consult legal
counsel selected by it in any event of any dispute or question as to
construction of any of the provisions hereof or of any other agreement or its
duties hereunder, or relating to any dispute involving any party hereto, and
shall incur no liability and shall be fully indemnified from any liability
whatsoever in acting in accordance with the opinion or instructions of such
counsel.  The Company and the Buyers jointly and severally shall
promptly pay, upon demand, the reasonable fees and expenses of any such
counsel.

       

      b. Escrow
Agent is hereby authorized, in its sole discretion, to comply with orders issued
or process entered by any court with respect to the Escrow Funds, without
determination by Escrow Agent of such court’s jurisdiction in the
matter.  If any portion of the Escrow Funds is at any time attached,
garnished or levied upon under any court order, or in case the payment,
assignment, transfer, conveyance or delivery of any such property shall be
stayed or enjoined by any court order, or in any case any order judgment or
decree shall be made or entered by any court affecting such property or any part
thereof, then and in any such event, Escrow Agent is authorized, in its sole
discretion, to rely upon and comply with any such order, writ judgment or decree
which it is advised by legal counsel selected by it, binding upon it, without
the need for appeal or other action; and if Escrow Agent complies with any such
order, writ, judgment or decree, it shall not be liable to any of the parties
hereto or to any other person or entity by reason of such compliance even though
such order, writ judgment or decree may be subsequently reversed, modified,
annulled, set aside or vacated.

       

      c. Escrow
Agent holds Company and Buyers harmless and indemnifies them for any claims,
losses, charges, expenses, fines, or penalties, including, but not limited to,
the reasonable attorneys fees and costs incurred, which may arise related to
acts or omissions which are caused directly by Escrow Agent's gross negligence
and intentional misconduct related to Escrow Agent's services under this Escrow
Agreement.

       

      11. Indemnification
of Escrow Agent.  From and at all
times after the date of this Agreement, the Company and the Buyers, jointly and
severally, shall, to the fullest extent permitted by law and to the extent
provided herein, indemnify and hold harmless Escrow Agent and each director,
officer, employee, attorney, agent and affiliate of Escrow Agent (collectively,
the “Indemnified
Parties”) against any and all actions, claims (whether or not valid),
losses, damages, liabilities, costs and expenses of any kind or nature
whatsoever (including without limitation reasonable attorney’s fees, costs and
expenses) incurred by or asserted against any of the Indemnified Parties from
and after the date hereof, whether direct, indirect or consequential, as a
result of or arising from or in any way relating to any claim, demand, suit,
action, or proceeding (including any inquiry or investigation) by any person,
including without limitation the parties to this Agreement, whether threatened
or initiated, asserting a claim for any legal or equitable remedy against any
person under any statute or regulation, including, but not limited to, any
federal or state securities laws, or under any common law or equitable cause or
otherwise, arising from or in connection with the negotiation, preparation,
execution, performance or failure of performance of this Agreement or any
transaction contemplated herein, whether or not any such Indemnified Party is a
party to any such action or proceeding, suit or the target of any such inquiry
or investigation; provided, however, that no Indemnified Party shall have the
right to be indemnified hereunder for liability finally determined by a court of
competent jurisdiction, subject to no further appeal, to have resulted from the
gross negligence or willful misconduct of such Indemnified Party.  If
any such action or claim shall be brought or asserted against any Indemnified
Party, such Indemnified Party shall promptly notify the Company and the Buyers
hereunder in writing, and the Buyers and the Company shall assume the defense
thereof, including the employment of counsel and the payment of all
expenses.  Such Indemnified Party shall, in its sole discretion, have
the right to employ separate counsel (who may be selected by such Indemnified
Party in its sole discretion) in any such action and to participate and to
participate in the defense thereof, and the fees and expenses of such counsel
shall be paid by such Indemnified Party, except that the Buyers and/or the
Company shall be required to pay such fees and expense if (a) the Buyers or the
Company agree to pay such fees and expenses, or (b) the Buyers and/or the
Company shall fail to assume the defense of such action or proceeding or shall
fail, in the sole discretion of such Indemnified Party, to employ counsel
reasonably satisfactory to the Indemnified Party in any such action or
proceeding, (c) the Buyers and the Company are  the plaintiff in any
such action or proceeding or (d) the named or potential parties to any such
action or proceeding (including any potentially impleaded parties) include both
the Indemnified Party, the Company and/or the Buyers and the Indemnified Party
shall have been advised by counsel that there may be one or more legal defenses
available to it which are different from or additional to those available to the
Company or the Buyers.  The Buyers and the Company shall be jointly
and severally liable to pay fees and expenses of counsel pursuant to the
preceding sentence, except that any obligation to pay under clause (a) shall
apply only to the party so agreeing.  All such fees and expenses
payable by the Company and/or the Buyers pursuant to the foregoing sentence
shall be paid from time to time as incurred, both in advance of and after the
final disposition of such action or claim.  The obligations of the
parties under this section shall survive any termination of this Agreement, and
resignation or removal of the Escrow Agent shall be independent of any
obligation of Escrow Agent.

       

      The
parties agree that neither payment by the Company or the Buyers of any claim by
Escrow Agent for indemnification hereunder shall impair, limit, modify, or
affect, as between the Buyers and the Company, the respective rights and
obligations of Buyers, on the one hand, and the Company, on the other
hand.

       

      12. Expenses
of Escrow Agent.  Except as set
forth in Section 11 the Company shall reimburse Escrow Agent for all of its
reasonable out-of-pocket expenses, including reasonable attorney’s fees,
telephone and facsimile transmission costs, postage (including express mail and
overnight delivery charges), copying charges and the like.  All of the
compensation and reimbursement obligations set forth in this Section shall be
payable by the Company, upon demand by Escrow Agent.  The obligations
of the Company under this Section shall survive any termination of this
Agreement and the resignation or removal of Escrow Agent.

       

      13. Transaction Fees and
Expenses.

       

      (i) Each of
the Company and the Buyers shall pay all costs and expenses incurred by such
party in connection with the negotiation, investigation, preparation, execution
and delivery of this Agreement the Transaction Documents and any other documents
relating to this transaction.

       

      (ii) The
Company has agreed to pay a legal and documentation review fee to JPF Securities
Law, LLC of Twenty Thousand Dollars ($20,000) of which shall be paid directly
out of the proceeds of the Closing out of the US$ Account as set forth
above.

       

      (iii) The
Company has agreed to pay a Due Diligence Fee to JPF Securities Law, LLC of Five
Thousand Dollars ($5,000), of which shall be paid directly out of the proceeds
of the Closing out of the US$ Account as set forth above.

       

      14. Warranties.

       

      a. The
Buyers makes the following representations and warranties to Escrow
Agent:

       

      (i) The
Buyers has full power and authority to execute and deliver this Agreement and to
perform its obligations hereunder.

       

      (ii) This
Agreement has been duly approved by all necessary action of the Buyers,
including any necessary approval of the limited partner of the Buyers or
necessary corporate approval, as applicable, has been executed by duly
authorized officers of the Buyers, enforceable in accordance with its
terms.

       

      (iii) The
execution, delivery, and performance of the Buyers of this Agreement will not
violate, conflict with, or cause a default under any agreement of limited
partnership of Buyers or the certificate of incorporation or bylaws of the
Buyers (as applicable), any applicable law or regulation, any court order
or administrative ruling or degree to which the Buyers is a party or any of its
property is subject, or any agreement, contract, indenture, or other binding
arrangement.

       

      (iv) Mr.
Zhuang, Jinghua and Ms. Shi, Quanling have been duly appointed to act as the
representative of the Buyers hereunder and has full power and authority to
execute, deliver, and perform this Escrow Agreement, to execute and deliver any
Joint Written Direction, to amend, modify, or waive any provision of this
Agreement, and to take any and all other actions as the Buyers’ representative
under this Agreement, all without further consent or direction form, or notice
to, the Buyers or any other party.

       

      (v) No party
other than the parties hereto and the Buyers have, or shall have, any lien,
claim or security interest in the Escrow Funds or any part
thereof.  No financing statement under the Uniform Commercial Code is
on file in any jurisdiction claiming a security interest in or describing
(whether specifically or generally) the Escrow Funds or any part
thereof.

       

      (vi) All of
the representations and warranties of the Buyers contained herein are true and
complete as of the date hereof and will be true and complete at the time of any
disbursement from the Escrow Funds.

       

      b. The
Company makes the following representations and warranties to the Escrow
Agent:

       

      (i) The
Company is a
corporation duly organized, validly existing, and in good standing under the
laws of Florida and has full power and authority to execute and deliver this
Agreement and to perform its obligations hereunder.

       

      (ii) This
Agreement has been duly approved by all necessary corporate action of the
Company, including any necessary shareholder approval, has been executed by duly
authorized officers of the Company, enforceable in accordance with its
terms.

       

      (iii) The
execution, delivery, and performance by the Company of this Agreement is in
accordance with the Subsidiary Loan Agreement and will not violate, conflict
with, or cause a default under the certificate of incorporation or bylaws of the
Company, any applicable law or regulation, any court order or administrative
ruling or decree to which the Company is a party or any of its property is
subject, or any agreement, contract, indenture, or other binding arrangement,
including without limitation to the Subsidiary Loan Agreement, to which the
Company is a party.

       

      (iv) Liu Rui
Sheng has been duly appointed to act as the representative of the Company
hereunder and has full power and authority to execute, deliver, and perform this
Agreement, to execute and deliver any Joint Written Direction, to amend, modify
or waive any provision of this Agreement and to take all other actions as the
Company’s Representative under this Agreement, all without further consent or
direction from, or notice to, the Company or any other party.

       

      (v) No party
other than the parties hereto and the Buyers have, or shall have, any lien,
claim or security interest in the Escrow Funds or any part
thereof.  No financing statement under the Uniform Commercial Code is
on file in any jurisdiction claiming a security interest in or describing
(whether specifically or generally) the Escrow Funds or any part
thereof.

       

      (vi) All of
the representations and warranties of the Company contained herein are true and
complete as of the date hereof and will be true and complete at the time of any
disbursement from the Escrow Funds.

       

      15. Consent
to Jurisdiction and Venue.  In the event that
any party hereto commences a lawsuit or other proceeding relating to or arising
from this Agreement, the parties hereto agree that the United States District
Court for the Southern District of Florida shall have the sole and exclusive
jurisdiction over any such proceeding.  If all such courts lack
federal subject matter jurisdiction, the parties agree that the State Courts of
Florida located in Broward County shall have sole and exclusive
jurisdiction.  Any of these courts shall be proper venue for any such
lawsuit or judicial proceeding and the parties hereto waive any objection to
such venue.  The parties hereto consent to and agree to submit to the
jurisdiction of any of the courts specified herein and agree to accept the
service of process to vest personal jurisdiction over them in any of these
courts.

       

      16. Notices.  All notices and
other communications hereunder shall be in writing and shall be deemed to have
been validly served, given or delivered five (5) days after deposit in the
United States mails, by certified mail with return receipt requested and postage
prepaid, when delivered personally, one (1) day delivered to any overnight
courier, or when transmitted by facsimile transmission and upon confirmation of
receipt and addressed to the party to be notified as follows:

       

      If to
Buyers,
to:                                 Shi,
Quanling

      
        	
                 
      

              	
                Suite
      2401, 24th
      Floor, China Insurance Group Building, 141 Des Voeux Road Central,
      HongKong

              


      

      
        	
                 
      

              	
                Telephone:
      00852 21160965

              


      

      
        	
                 
      

              	
                Fax:
      00852 22973635

              


      

      


      Zhuang,
Jinghua

      
        	
                 
      

              	
                Rm
      302, No 17 Zhu Yun Jing

              

                                                           
Tong Tai Road, Guangzhou, China

      
        	
                 
      

              	
                Telephone:
      0086 13662378000

              


      

      


      


      If to
Escrow Agent,
to:                     Greentree
Financial Group, Inc.

      7951 S.W. 6th
Street, Suite 216

      Plantation, FL 33324

      Attention: R. Chris
Cottone

      Telephone: (954) 424-2345

      Facsimile: (954) 424-4420

      


      If to the
Company,
to:                       Decor
Products International, Inc.

      No. 6 Economic Zone, Wushaliwu,
Chang’an Town

      Dongguan,
Guangdong Province, China

      Attention:  Mr.
Liu, Ruisheng, President

                                                                 
Telephone  0769-85533948

                                                                 
Facsimile:

      


      With a
copy
to:                                  Jared
P. Febbroriello, Esq. LL.M. 

      JPF
Securities Law, LLC

      19720
Jetton Road

      3rd
Floor

      Cornelius,
NC 28031

                    
Telephone: (704) 897-8334

      Facsimile:  (704)
897-8349

      


      Or to
such other address as each party may designate for itself by like
notice.

       

      17. Amendments
or Waiver.  This Agreement
may be changed, waived, discharged or terminated only by a writing signed by the
parties hereto.  No delay or omission by any party in exercising any
right with respect hereto shall operate as waiver.  A waiver on any
one occasion shall not be construed as a bar to, or waiver of, any right or
remedy on any future occasion.

       

      18. Severability.  To the extent any
provision of this Agreement is prohibited by or invalid under applicable law,
such provision shall be ineffective to the extent of such prohibition, or
invalidity, without invalidating the remainder of such provision or the
remaining provisions of this Agreement.

       

      19. Governing
Law.  This Agreement
shall be construed and interpreted in accordance with the internal laws of the
State of Florida without giving effect to the conflict of laws principles
thereof.

       

      20. Entire
Agreement.  This Agreement
constitutes the entire Agreement between the parties relating to the holding,
investment, and disbursement of the Escrow Funds and sets forth in their
entirety the obligations and duties of the Escrow Agent with respect to the
Escrow Funds.

       

      21. Binding
Effect.  All of the terms
of this Agreement, as amended from time to time, shall be binding upon, inure to
the benefit of and be enforceable by the respective heirs, successors and
assigns of the Buyers, the Company, or the Escrow Agent.

       

      22. Execution
of Counterparts.  This Agreement
and any Joint Written Direction may be executed in counter parts, which when so
executed shall constitute one and same agreement or direction.

       

      23. Termination.  Upon the first to
occur of the disbursement of all amounts in the Escrow Funds pursuant to Joint
Written Directions or the disbursement of all amounts in the Escrow Funds into
court pursuant to Section 7 hereof, this Agreement shall terminate and Escrow
Agent shall have no further obligation or liability whatsoever with respect to
this Agreement or the Escrow Funds.

       

      IN WITNESS WHEREOF the parties
have hereunto set their hands and seals the day and year above set
forth.

      


      DECOR PRODUCTS INTERNATIONAL,
INC.

      


      By: /s/ Liu,
Ruisheng

      Name: Liu, Ruisheng

      Title:   President

      


      


      BUYERS

      


      By: /s/ Shi,
Quanling                                           

      Name: Shi, Quanling

      


      


      


      By:
/s/ Zhuang,
Jinghua

      Name: Zhuang,
Jinghua

      


      


      GREENTREE FINANCIAL GROUP,
INC.

      


      By: /s/ R. Chris
Cottone

      Name: R. Chris
Cottone

      Title:   Vice-President

      


      


      


      


      


       

      EXHIBIT
A

      


       

      DEBT TO BE
SETTLED

       

       

      


       

      On June
1, 2009, CHDITN signed a Promissory Note with Precursor Management, Inc.
(“Precursor”), stating that CHDITN promises to pay to the order of Precursor the
sum of Forty Thousand Six Hundred Fifty Dollars ($40,650), representing a
principal amount of $40,000  plus interest of $650, or approximately 6.5%
interest per annum, payable on September 30, 2009.  On July 23, 2009,
MUBM signed a written Guaranty, guaranteeing the payment of the $40,650
Promissory Note dated June 1, 2009 within 365 days.

       

      On June
1, 2009, CHDITN signed a second Promissory Note with Precursor stating that
CHDITN promises to pay to the order of Precursor the sum of Forty Thousand Six
Hundred Fifty Dollars ($40,650), representing a principal amount of
$40,000  plus interest of $650, or approximately 6.5% interest per annum,
payable on September 30, 2009.  On July 23, 2009, MUBM signed a
written Guaranty, guaranteeing the payment of the $40,650 Promissory Note dated
June 1, 2009 within 365 days.

       

      On June
1, 2009, CHDITN signed a third Promissory Note with Precursor stating that
CHDITN promises to pay to the order of Precursor the sum of Sixty Thousand Nine
Hundred and Seventy Five Dollars ($60,975), representing a principal amount of
$60,000  plus interest of $975, or approximately 6.5% interest per annum,
payable on September 30, 2009.  On July 23, 2009, MUBM signed a
written Guaranty, guaranteeing the payment of the $40,650 Promissory Note dated
June 1, 2009 within 365 days.

       

      On June
1, 2009, CHDITN signed a third Promissory Note with Precursor stating that
CHDITN promises to pay to the order of Precursor the sum of Five Hundred and
Seventy Four Thousand, One Hundred and Eighty One Dollars ($574,181),
representing a principal amount of $565,000 plus interest of $9,181, or
approximately 6.5% interest per annum, payable on September 30, 2009.  In
the event of default, the sum of $574,181 shall be immediately due to Precursor
along with a default penalty in the amount of $35,000. On July 23, 2009, MUBM
signed a written Guaranty, guaranteeing the payment of the $565,000 Promissory
Note dated June 1, 2009 within 265 days. Décor Products International, Inc. also
entered into a Stock Pledge Agreement stating that 3,000,000 shares of MUBM
common stock (beneficially owned by Man Kwai Ming) shall be pledged as
collateral for the $574,181 Promissory Note with Precursor.