Exhibit 10.2


    


    
      
 Exhibit
      10.2

    
      
 

     

    
       

      
        
          
          

        

        
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      ESCROW
        AGREEMENT

       

      THIS
        AGREEMENT, dated for reference July 1, 2006 is made

       

      


       

      BETWEEN:

      Baoshinn
        Corporation,
        a
        company incorporated under the laws of Nevada and having its head office
        at A-B
        8/F Hart Avenue, Tsimshatsui, Kowloon, Hong Kong

       

               (the
        “Company”);

       

      


       

      Applbaum
        & Zouvas LLP,
        a
        partnership having an office at 925 Hotel Circle South, San Diego, CA
        92108

       

      (“Escrow
        Agent”).

       

      


       

      WHEREAS:
        

       

      A.  Pursuant
        to a prospectus dated for reference August 3, 2006 (the “Prospectus”), the
        Company intends to issue a minimum of 1,000,000 and a maximum of 2,500,000
        common shares in the Company’s share capital at a price of $0.30 per share (the
“Issuance Shares”) to as yet unidentified person or entities (collectively, the
“Shareholders”);

       

      B.  The
        Company shall issue the Issuance Shares pursuant to Subscription Agreements,
        a
        copy of which form is attached to this Agreement as Schedule “A”(the
“Subscriptions”). Pursuant to the Subscriptions, each Shareholder shall deliver
        funds in the appropriate fashion to “Applbaum & Zouvas LLP, in trust for
        Baoshinn Corporation” to pay for the Issuance Shares subscribed for by each such
        Shareholder (the “Purchase Funds”);

       

      C.  The
        Company has agreed to, and has or shall, inform and advise all Shareholders
        that
        it shall place the Purchase Funds in escrow with the Escrow Agent pursuant
        to
        the terms of this Agreement; and

       

      D.  The
        Escrow Agent is prepared to hold the Purchase Funds in escrow on the terms
        of
        this Agreement.

       

      THEREFORE,
        the parties agree:

       

      PLACEMENT
        OF PURCHASE FUNDS IN escrow

       

      The
        Company shall cause the Shareholders to deliver the Purchase Funds delivered
        pursuant to the Subscriptions for the Issuance Shares to the Escrow Agent
        to be
        held in accordance with the terms of this Agreement.

       

      While
        the
        Purchase Funds are in escrow, the Company will not issue, deliver, transfer,
        assign, option, dispose of, pledge or encumber any interest in the Issuance
        Shares.

       

      
        
          
          

        

        
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      TERMS
        OF ESCROW

       

      The
        Company directs the Escrow Agent not to release or otherwise deal with the
        Purchase Funds, and the other documents, held in escrow under this Agreement
        except in accordance with the terms of this Agreement.

       

      Unless
        otherwise directed in a notice in writing executed by the Company and each
        of
        the Shareholders, the Escrow Agent will release the Purchase Funds to the
        Company or to the Shareholders as follows:

       

      A.  To
        the
        Company 

       

      
        	 	
                i.

              	
                Upon
                  the Company providing written notice to the Escrow Agent that the
                  Purchase
                  Funds are to be released to the Company and that all Subscriptions
                  for the
                  Issuance Shares pursuant to the Prospectus have been received by
                  the
                  Company;

              


      

       

      
        	 	
                ii.

              	
                The
                  Escrow Agent being in possession of not less than 1,000,000 shares
                  in
                  Purchase Funds; and

              


      

       

      
        	 	
                iii.

              	
                The
                  Company providing the Escrow Agent with written confirmation that
                  the
                  Company shall, forthwith upon the delivery of the Purchase Funds
                  to the
                  Company, immediately issue and deliver to the Shareholders all
                  Issuance
                  Shares owing pursuant to the Subscriptions and in accordance with
                  the
                  Purchase Funds;

              


      

       

      B.  To
        the
        Shareholders

       

      
        	 	
                i.

              	
                On
                  written notice from the Company confirming that the financing contemplated
                  by the Prospectus shall not proceed, that no Issuance Shares shall
                  be
                  delivered to any Shareholders, and that the Purchase Funds ought
                  to be
                  returned to the respected Shareholders;
                  or

              


      

       

      
        	 	
                ii.

              	
                Upon
                  the Escrow Agent being in possession of less than 1,000,000 shares
                  in
                  Purchase Funds and more than 270 days having elapsed from the effective
                  date of the Prospectus.

              


      

       

      All
        Purchase Funds released by the Escrow Agent pursuant to the terms of this
        Agreement will cease to be governed or affected by this Agreement.

       

      The
        Escrow Agent shall have no duties except those which are expressly set forth
        herein, and it shall not be bound in any way by:

       

      any
        notice of a claim or demand with respect thereto or any waiver, modification,
        amendment, termination or rescission of this Agreement unless received in
        writing and signed by the Company and the Shareholders, and, if its duties
        herein are affected, unless it shall have given its prior written consent
        thereto; or

       

      any
        other
        contract or agreement between the Company and the Shareholders whether or
        not
        the Escrow Agent has knowledge thereof or of its terms and
        conditions.

       

      
        
          
          

        

        
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      AMENDMENT
        AND ASSIGNMENT

       

      This
        Agreement may be amended only by a written agreement among the Escrow Agent,
        the
        Company and the Shareholders.

       

      INDEMNIFICATION
        OF ESCROW AGENT

       

      4.1  Except
        for its acts of negligent misconduct, the Escrow Agent shall not be liable
        for
        any acts done or steps taken or omitted in good faith, or for any mistake
        of
        fact or law and each of the Company and the Shareholders will jointly and
        severally release, indemnify and save harmless the Escrow Agent from all
        costs,
        charges, claims, demands, damages, losses and expenses resulting from the
        Escrow
        Agent’s compliance in good faith with this Agreement. The Company agrees to pay
        the Escrow Agent’s proper and reasonable charges for its services rendered and
        its disbursements incurred as Escrow Agent in this matter.

       

      4.2  Upon
        the
        release of the Purchase Funds to the Company in accordance with section 2.2
        (a)
        above, the Escrow Agent shall be entitled, but not required, to retain Purchase
        Funds such funds required to pay the Escrow Agent’s costs, fees, disbursements,
        and accounts incurred with regards to this Agreement.

       

      RESIGNATION
        OF ESCROW AGENT

       

      If
        the
        Escrow Agent wishes to resign as escrow agent under this Agreement, the Escrow
        Agent must give notice in writing to the Company.

       

      The
        resignation of the Escrow Agent shall be effective and the Escrow Agent shall
        cease to be bound by this Agreement on the date that is 60 days after the
        date
        of receipt of the notice referred to in subsection 5.1 or on such other date
        as
        the Escrow Agent are the Company may agree upon (the “Resignation
        Date”).

       

      Following
        receipt of the notice referred to in subsection 5.1 and before the Resignation
        Date, the Company will provide the Escrow Agent with written instructions
        to
        deliver any Purchase Funds then held by the Escrow Agent pursuant to this
        Agreement to a third party, to be held on the terms and conditions of this
        Agreement or otherwise as the Company and the Shareholders may agree. If
        the
        Company does not appoint a new Escrow Agent within 50 days of receipt of
        the
        notice in subsection 5.1, then the Company will have the right to designate
        the
        registrar and transfer agent for the Company (if such person is not the Escrow
        Agent) as the person to replace the Escrow Agent and the Company shall instruct
        the Escrow Agent of its designation prior to the Resignation Date.

       

      If
        the
        Escrow Agent does not receive the instructions referred to in subsection
        5.3 on
        or before the Resignation Date, the Escrow Agent will deliver any Purchase
        Funds
        then held in escrow under this Agreement to the registrar and transfer agent
        for
        the Company (if such person is not the Escrow Agent) with instructions to
        hold
        such documents on the terms and conditions of this Agreement.

       

      The
        effect of the delivery of any Purchase Funds then held in escrow to a third
        party or the registrar and transfer agent of the Company under subsection
        5.3 or
        5.4 will be to appoint the third party or the registrar and transfer agent
        as
        Escrow Agent under this Agreement and the third party or the registrar and
        transfer agent will be entitled to all the rights of the Escrow Agent under
        this
        Agreement, and the Company will be bound by the appointment and by this
        Agreement as if the third party or the registrar and transfer agent had
        originally been appointed as Escrow Agent under this Agreement.

       

      
        
          
          

        

        
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      If,
        at
        any time, a dispute arises between any of the Company, the Shareholders and
        the
        Escrow Agent as to the proper interpretation of this Agreement, the Escrow
        Agent
        will be at liberty to deliver any Purchase Funds then held by it in escrow
        under
        this Agreement into court and will thereby be released of all further
        obligations under this Agreement and the Company and the Shareholders will
        jointly and severally be liable for and will indemnify the Escrow Agent for
        all
        fees, charges and expenses of the Escrow Agent charged on a solicitor and
        own
        client basis in connection with any such dispute.

       

      FURTHER
        ASSURANCES

       

      The
        Company will execute and deliver any further documents and perform any acts
        necessary to carry out the intent of this Agreement.

       

      TIME

       

      Time
        is
        of the essence of this Agreement.

       

      NOTICES

       

      All
        notices, documents and other communications (“Notices”) required or permitted to
        be given to the parties to this Agreement shall be in writing, and shall
        be
        addressed to the parties as follows or at such other address as the parties
        may
        specify from time to time:

       

      the
        Company:

       

      Baoshinn
        Corporation 

      A-B
        8/F
        Hart Avenue

      Tsimshatsui,
        Kowloon, Hong Kong

      


      Attention: Ricky
        Chiu

      Telephone: 852
        2815
        1355

      Facsimile: 852
        2722
        4008

       

      the
        Escrow Agent:

       

      Applbaum
        & Zouvas LLP

      925
        Hotel
        Circle South

      San
        Diego, CA 92108

      


      Attention: Luke
        C. Zouvas, Esq.

      Telephone: 619
        688
        1715

      Facsimile: 619
        688
        1716

       

      Notices
        must be delivered or sent by telecopier and addressed to the party to which
        notice is to be given to the address or facsimile number above or to such
        other
        address as a party may by Notice to the other parties advise. If Notice is
        delivered or transmitted by telecopier during the normal business hours of
        the
        recipient, it will be deemed to be received when delivered or sent by
        telecopier. If a Notice is delivered or transmitted by telecopier outside
        of
        normal business hours of the recipient, it will be deemed to be received
        at the
        commencement of normal business hours of the recipient on the next business
        day.

       

      
        
          
          

        

        
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      COUNTERPARTS

       

      This
        Agreement may be executed in two or more counterparts, each of which shall
        be
        deemed to be an original and all of which shall constitute one
        agreement.

       

      LANGUAGE

       

      Wherever
        a singular expression is used in this Agreement, that expression is deemed
        to
        include the plural or the body corporate where required by the
        context.

       

      ENUREMENT

       

      This
        Agreement ensures to the benefit of and is binding on the parties and their
        successors and permitted assigns.

       

      CONFLICTING
        AGREEMENTS

       

      Where
        a
        provision of this Agreement conflicts or is inconsistent with a provision
        of the
        Prospectus, a Subscription any other agreement to which either or both of
        the
        Company and the Shareholders are party, the terms of this Agreement will
        supersede any such conflicting provision.

       

      13.  SHAREHOLDERS

       

      13.1 The
        Company agrees, guarantees, represents, and warrants to the Escrow Agent
        that it
        shall:

       

      
        	 	
                (a)

              	
                cause
                  all Shareholders to be bound by the terms of this
                  Agreement;

              


      

       

      
        	 	
                (b)

              	
                provide
                  a copy of the Prospectus to all
                  Shareholders;

              


      

       

      
        	 	
                (c)

              	
                obtain
                  properly executed Subscriptions from all Shareholders prior to
                  causing the
                  Shareholders to deliver the Purchase Funds to the Escrow
                  Agent;

              


      

       

      
        	 	
                (d)

              	
                ensure
                  that all Purchase Funds received by the Escrow Agent are received
                  in
                  accordance with the terms of, and commensurate with the number
                  of shares
                  designated in, a properly executed
                  Subscription;

              


      

       

      
        	 	
                (e)

              	
                cause
                  all Purchase Funds raised or received pursuant to the Prospectus
                  and the
                  Subscriptions to be delivered to, and only to, the Escrow
                  Agent;

              


      

       

      
        	 	
                (f)

              	
                advise
                  the Escrow Agent, from time to time and in a diligent and punctual
                  manner,
                  of the identities of all
                  Shareholders;

              


      

       

      
        	 	
                (g)

              	
                provide
                  the Escrow Agent, from time to time, with a Schedule (Schedule
“B” to this
                  Agreement) setting out the identity of all Shareholders, the number
                  of
                  Issuance Shares to which they have subscribed under a Subscription,
                  and
                  the amount of Purchase Funds which they shall
                  deliver.

              


      

       

      
        
          
          

        

        
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      13.2 The
        Escrow Agent shall have no obligations to the Shareholders, save and except
        as
        set out in this Agreement and the Company agrees to hold the Escrow Agent
        harmless, and provide the Escrow Agent with a full indemnity, with regards
        to
        any claims made by any Shareholders against the Escrow Agent.

       

      IN
        WITNESS of this Agreement, the parties have executed and delivered this
        Agreement as of the date given above.

       

      


      
        	
                 

                THE
                  COMMON SEAL of
                  Baoshinn
                  Corporation was
                  hereunto affixed in the presence of:

                 

                 /s/
                  Ricky Chiu 

                 

                Authorized
                  Signatory

              	
                 

                )

                 

                )

                 

                )

                 

                )

                 

                )

                 

                )

              	
                 

                 

                 

                 

                 

                 

                 

                 

                 

                (C/S)

              


      

       

      


       

      


      
        	
                 

                THIS
                  AGREEMENT WAS EXECUTED ON BEHALF OF ESCROW
                  AGENT was
                  hereunto affixed in the presence of:

                 

                /s/
                  Marc Applbaum, Esq. 

                 

                Name
                  

                 

                 

              	
                 

                )

                 

                )

                 

                )

                 

                )

                 

                )

                 

                )

                 

                )

                 

                 

              	
                 

                 

                 

                 

                 

                 

                 

                 

                 

                 

                 

                /s/
                  Luke C. Zouvas, Esq.

                Luke
                  C. Zouvas, Esq.

              


      

      
 

      
 

      
        
          
          

        

        
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      SCHEDULE
        “B”

       

       

       

       

      Schedule
        “B” to the Escrow Agreement between Baoshinn Corporation and Applbaum &
Zouvas LLP dated July 1, 2006.

       

      


      
        	
                 

                SHAREHOLDER

              	
                 

                ISSUANCE
                  SHARES

              	
                 

                PURCHASE
                  FUNDS

              
	
                 

                1.  

              	 	 
	
                 

                2.  

              	 	 
	
                 

                3.  

              	 	 
	
                 

                4.  

              	 	 
	
                 

                5.  

              	 	 
	
                 

                6.  

              	 	 
	
                 

                7.  

              	 	 
	
                 

                8.  

              	 	 
	
                 

                9.  

              	 	 
	
                 

                10.  

              	 	 
	
                 

                11.  

              	 	 
	
                 

                12.  

              	 	 
	
                 

                13.  

              	 	 
	
                 

                14.  

              	 	 
	
                 

                15.  

              	 	 
	
                 

                16.  

              	 	 


      

       

      


      


      


      


      
        
          
          

        

        
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