Exhibit
      10.3

     

    MAKE
      GOOD ESCROW AGREEMENT 

     

    This
      Make
      Good Escrow Agreement (the “Make Good Agreement”), dated as of March 7, 2007, is
      entered into by and among Equicap, Inc., a Nevada corporation (the “Company”),
      the Investors (as defined below), Sinoquest Management Ltd. (BVI), Jason Lu,
      SIJ
      Holding Ltd, Philip Widmann, Solaris Capital Limited, Gong Chen, Ruth Kirshner
      and Thomas Hsu in their individual capacities (“Make Good Pledgors”), vFinance
      Investments, Inc. and Securities Transfer Corporation (hereinafter referred
      to
      as “Escrow Agent”).

     

    WHEREAS,
      each of the investors in the private offering of securities of the Company
      (the
“Investors”) has entered into a Securities Purchase Agreement, dated as of the
      date hereof (the “SPA”), evidencing their participation in the Company's private
      offering (the “Offering”) of securities. As an inducement to the Investors to
      participate in the Offering and as set forth in the SPA, the Make Good Pledgors
      have agreed to place the “Escrow Shares” (as defined in Section 2 hereto) into
      escrow for the benefit of the Investors in the event the Company fails to
      satisfy certain financial thresholds. 

     

    WHEREAS,
      pursuant to the requirements of the SPA, the Company and the Make Good Pledgors
      have agreed to establish an escrow on the terms and conditions set forth in
      this
      Make Good Agreement; 

     

    WHEREAS,
      the Escrow Agent has agreed to act as escrow agent pursuant to the terms and
      conditions of this Make Good Agreement; and 

     

    WHEREAS,
      all capitalized terms used but not defined herein shall have the meanings
      assigned them in the SPA; 

     

    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 Pledgors and the Company hereby appoint Securities Transfer Corporation
      as
      Escrow Agent to act in accordance with the terms and conditions set forth in
      this Make Good Agreement, and Escrow Agent hereby accepts such appointment
      and
      agrees to act in accordance with such terms and conditions. 

     

    2. Establishment
      of Escrow.
      Within
      three Trading Days of the execution of the SPA, the Make Good Pledgors shall
      deliver, or cause to be delivered, to the Escrow Agent certificates evidencing
      10,140,846 shares (the “Escrow Shares”) of the Company's common stock, par value
      $0.001 per share (“Common Stock”), along with bank signature stamped stock
      powers executed in blank (or such other signed instrument of transfer acceptable
      to the Company’s transfer agent to enable the transfer of such Escrow Shares in
      accordance with Section 4). The Make Good Pledgors hereby agree that their
      obligation to transfer shares of Common Stock to Investors pursuant to Section
      4.11 of the SPA and this Make Good Agreement shall continue to run to the
      benefit of any Investor who shall have transferred or sold all or any portion
      of
      its Shares, and that Investors shall have the right to assign its rights to
      receive all or any such shares of Common Stock to other Persons in conjunction
      with negotiated sales or transfers of any of its Shares.

     

    
      
        
        

      

      
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    3. Representations
      of Make Good Pledgors and the Company.
      The Make
      Good Pledgors and the Company hereby represent and warrant, severally and not
      jointly, as to itself only, to the Investors as follows:

     

    a.  The
      Escrow Shares of the Make Good Pledgors are validly issued, fully paid and
      nonassessable shares of the Company, and free and clear of all pledges, liens
      and encumbrances. Upon any transfer of Escrow Shares to Investors hereunder,
      Investors will receive full right, title and authority to such shares as holders
      of Common Stock of the Company.

     

    b. Performance
      of this Make Good 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, charge
      or
      encumbrance upon, any of the properties or assets of any of the Make Good
      Pledgors pursuant to the terms of any indenture, mortgage, deed of trust or
      other agreement or instrument binding upon any of the Make Good Pledgors, 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 Escrow Shares. 

     

    a. Fiscal
      Years Ending June 30, 2007 and June 30, 2008.
      The
      Make Good Pledgors agree
      that in
      the
      event that the after tax net income reported in the Annual Report on Form 10-KSB
      of the Company for the fiscal year ending June 30, 2007, as filed with the
      Commission, is less than $2,320,000 (the “2007 Guaranteed ATNI”) or the earnings
      before income tax provisions and before minority interest reported in the Annual
      Report on Form 10-KSB of the Company for the fiscal year ending June 30, 2007,
      as filed with the Commission, is less than $3,200,000 (the “Minority Interest
      2007 Guaranteed EBT”), the
      Make
      Good Pledgors will
      transfer to the Investors 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
      SPA)
      for no consideration other than their part of their respective Investment Amount
      at Closing,
      3,042,254 shares of Common Stock (the “2007 Make Good Shares”). In
      the
      event that either (i) the earnings per share reported in the Annual Report
      on
      Form 10-KSB of the Company for the fiscal year ending June 30, 2008, as filed
      with the Commission, is less than $0.343 on a fully diluted basis (as equitably
      adjusted for any stock splits, stock combinations, stock dividends or similar
      transactions) (the “2008 Guaranteed EPS”), (ii) the earnings per share before
      income tax provision and before minority interest of the Company for the fiscal
      year ending June 30, 2008, is less than $0.446 on a fully diluted basis (as
      equitably adjusted for any stock splits, stock combinations, stock dividends
      or
      similar transactions) (the “Minority Interest 2008 Guaranteed EPS”), (iii) the
      after tax net income reported in the Annual Report on Form 10-KSB of the Company
      for the fiscal year ending June 30, 2008, as filed with the Commission, is
      less
      than $10,000,000
      (the
“2008 Guaranteed ATNI”), or (iv) the earnings before income tax provision and
      before minority interest reported in the Annual Report on Form 10-KSB of the
      Company for the fiscal year ending June 30, 2008, as filed with the Commission,
      is less than $13,020,000 (the “Minority Interest 2008 Guaranteed
      EBT”),
      the
Make
      Good
      Pledgors
      will
      transfer to the Investors 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 SPA) for no consideration
      other than their part of their respective Investment Amount at Closing,
      7,098,592 shares of Common Stock (the “2008 Make Good Shares”). Notwithstanding
      the foregoing, the parties agree that for purposes of determining whether or
      not
      the 2007 Guaranteed ATNI, the Minority Interest 2007 Guaranteed EBT, the 2008
      Guaranteed EPS, the Minority Interest 2008 Guaranteed EPS, the 2008 Guaranteed
      ATNI or the Minority Interest 2008 Guaranteed EBT have been achieved, (i) the
      release of the 2007 Make Good Shares or the 2008 Make Good Shares to the Make
      Good Pledgors, or any other Person designated by the Make Good Pledgors, as
      a
      result of the operation of this Make Good Agreement shall not be deemed to
      be an
      expense, charge, or other deduction from revenues even though GAAP may require
      contrary treatment, (ii) any registration penalties (other than penalties which
      may be owing by the Company due to the Company’s failure to file a Registration
      Statement by the applicable Filing Date (as defined in the Registration Rights
      Agreement)) accrued or paid by the Company for any registration rights will
      be
      excluded from the calculation of earnings before income tax provision and before
      minority interest, after-tax net income, and earnings per share amounts, as
      applicable, and (iii) any increase in taxes payable by the Company or any
      Subsidiary as a result of PRC tax laws or implementing regulations promulgated
      for the purpose of making more equal the tax treatment of foreign invested
      entities (including sino-foreign joint ventures) and domestic entities which
      may
      become effective and applicable to the Company after the date of this Make
      Good
      Agreement shall not be included as an expense. In
      the
      event that the after tax net income reported in the Annual Report on Form 10-KSB
      of the Company for the fiscal year ending June 30, 2007, as filed with the
      Commission, is equal to or greater than the 2007 Guaranteed ATNI and the
      earnings before income tax provision and before minority interest reported
      in
      the Annual Report on Form 10-KSB of the Company for the fiscal year ending
      June
      30, 2007, as filed with the Commission, is equal to or greater than the Minority
      Interest 2007 Guaranteed EBT,
      no
      transfer of the 2007 Make Good Shares shall be required by the Make
      Good
      Pledgors
      to the
      Investors under this Section and such 2007 Make Good Shares shall be returned
      to
      the Make
      Good
      Pledgors
      in
      accordance with this Make Good Agreement. In
      the
      event that (i) the earnings per share reported in the Annual Report on Form
      10-KSB of the Company for the fiscal year ending June 30, 2008, as filed with
      the Commission, is equal to or greater than the 2008 Guaranteed EPS and the
      earnings per share before income tax provision and before minority interest
      of
      the Company for the fiscal year ending June 30, 2008 is equal to or greater
      than
      the Minority Interest 2008 Guaranteed EPS and (ii) the after tax net income
      reported in the Annual Report on Form 10-KSB of the Company for the fiscal
      year
      ending June 30, 2008, as filed with the Commission, is equal to or greater
      than
      the 2008 Guaranteed ATNI and the earnings before income tax provision and before
      minority interest reported in the Annual Report on Form 10-KSB of the Company
      for the fiscal year ending June 30, 2008, as filed with the Commission, is
      equal
      to or greater than the Minority Interest 2008 Guaranteed EBT,
      no
      transfer of the 2008 Make Good Shares shall be required by the Make
      Good
      Pledgors
      to the
      Investors under this Section and such 2008 Make Good Shares shall be returned
      to
      the Make
      Good
      Pledgors
      in
      accordance with the Make Good Agreement. Any
      such
      transfer of the 2007 Make Good Shares or the 2008 Make Good Shares under this
      Section shall be made to an Investor or the Make Good Pledgors, as applicable,
      within 10
      Business
      Days after
      the date
which
      the
      2007
      or 2008, as applicable, Annual Report on Form 10-KSB for the
      Company
      is filed
      with the Commission and otherwise in accordance with this Make Good Agreement.
      In
      the
      event that the after tax net income reported in the Annual Report on Form 10-KSB
      of the Company for the fiscal year ending June 30, 2007, as filed with the
      Commission, is less than the 2007 Guaranteed ATNI or the earnings before income
      tax provision and before minority interest reported in the Annual Report on
      Form
      10-KSB of the Company for the fiscal year ending June 30, 2007, as filed with
      the Commission is less than the Minority Interest 2007 Guaranteed EBT, the
      Company has agreed that vFinance Investments, Inc. will provide prompt written
      instruction to the Escrow Agent with regard to the distribution of the 2007
      Make
      Good Shares in an amount to each Investor as set forth on Exhibit
      A
      attached
      hereto (as determined as set forth above). In
      the
      event that either (i) the earnings per share reported in the Annual Report
      on
      Form 10-KSB of the Company for the fiscal year ending June 30, 2008, as filed
      with the Commission, is less than the 2008 Guaranteed EPS, (ii) the earnings
      per
      share before income tax provision and before minority interest of the Company
      for the fiscal year ending June 30, 2008 is less than the Minority Interest
      2008
      Guaranteed EPS, (iii) the after tax net income reported in the Annual Report
      on
      Form 10-KSB of the Company for the fiscal year ending June 30, 2008, as filed
      with the Commission, is less than the 2008 Guaranteed ATNI or (iv) the earnings
      before income tax provision and before minority interest reported in the Annual
      Report on Form 10-KSB of the Company for the fiscal year ending June 30, 2008,
      as filed with the Commission, is less than the Minority Interest 2008 Guaranteed
      EBT, the
      Company has agreed that vFinance Investments, Inc. will provide prompt written
      instruction to the Escrow Agent with regard to the distribution of the 2008
      Make
      Good Shares in an amount to each Investor as set forth on Exhibit
      A
      attached
      hereto (as determined as set forth above). The Escrow Agent need only rely
      on
      the letter of instruction from vFinance Investments, Inc. in this regard and
      notwithstanding anything to the contrary contained herein will disregard any
      contrary instructions. In
      the
      event that the after tax net income reported in the Annual Report on Form 10-KSB
      of the Company for the fiscal year ending June 30, 2007, as filed with the
      Commission, is equal to or greater than the 2007 Guaranteed ATNI and the
      earnings before income tax provision and before minority interest reported
      in
      the Annual Report on Form 10-KSB of the Company for the fiscal year ending
      June
      30, 2007, as filed with the Commission, is equal to or greater than the Minority
      Interest 2007 Guaranteed EBT, vFinance Investments, Inc. shall provide prompt
      written instructions to the Escrow Agent for the release of the 2007 Make Good
      Shares to the Make Good Pledgors or to the registered holder of such shares
      who
      originally deposited such shares with the Escrow Agent. In
      the
      event that (i) the earnings per share reported in the Annual Report on Form
      10-KSB of the Company for the fiscal year ending June 30, 2008, as filed with
      the Commission, is equal to or greater than the 2008 Guaranteed EPS and the
      earnings per share before income tax provision and before minority interest
      of
      the Company for the fiscal year ending June 30, 2008 is equal to or greater
      than
      the Minority Interest 2008 Guaranteed EPS and (ii) the after tax net income
      reported in the Annual Report on Form 10-KSB of the Company for the fiscal
      year
      ending June 30, 2008, as filed with the Commission, is equal to or greater
      than
      the 2008 Guaranteed ATNI and the earnings before income tax provision and before
      minority interest reported in the Annual Report on Form 10-KSB of the Company
      for the fiscal year ending June 30, 2008, as filed with the Commission, is
      equal
      to or greater than the Minority Interest 2008 Guaranteed EBT,
      vFinance
      Investments, Inc. shall provide prompt written instructions to the Escrow Agent
      for the release of the 2008 Make Good Shares to the Make Good Pledgors or to
      the
      registered holder of such shares who originally deposited such shares with
      the
      Escrow Agent. 

     

    
      
        
        

      

      
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    b. Pursuant
      to Section 4(a), if vFinance Investments, Inc. delivers a notice to the Escrow
      Agent that the Escrow Shares are to be transferred to the Investors, then the
      Escrow Agent shall immediately forward either the 2007 Make Good Shares or
      2008
      Make Good Shares, as the case may be, to the transfer agent of the Company
      for
      reissuance to the Investors in an amount to each Investor as set forth on
Exhibit
      A
      attached
      hereto and otherwise in accordance with this Make Good Agreement. The Company
      covenants and agrees that upon any transfer of 2007 Make Good Shares or 2008
      Make Good Shares to the Investors in accordance with this Make Good Agreement,
      the Company shall promptly instruct its transfer agent to reissue such 2007
      Make
      Good Shares or 2008 Make Good Shares in the applicable Investor’s name and
      deliver the same as directed by such Investor in an amount to each Investor
      as
      set forth on Exhibit
      A
      attached
      hereto. If the Company does not promptly provide such instructions to the
      transfer agent of the Company, then vFinance Investments, Inc. is hereby
      authorized to give such re-issuance instruction to the transfer agent of the
      Company. If a notice from vFinance Investments, Inc. pursuant to Section 4(a)
      indicates that the Escrow Shares are to be returned to the Make Good Pledgors,
      then the Escrow Agent will promptly deliver either the 2007 Make Good Shares
      or
      2008 Make Good Shares, as the case may be, to the Make Good Pledgors, and if
      the
      Escrow Agent has no address to which to deliver them, then to the
      Company.

     

    5. Duration.
      This
      Make Good Agreement shall terminate on the distribution of all the Escrow
      Shares. The Company agrees to provide the Escrow Agent written notice of the
      filing with the Commission of any financial statements or reports referenced
      herein.

     

    6. Escrow
      Shares.
      If any
      Escrow Shares are deliverable to the Investors pursuant to the SPA and in
      accordance with this Make Good Agreement, (i) the Make Good Pledgors 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 Escrow Shares from the Make Good Pledgors to the Investors
      and (ii) following its receipt of the documents referenced in Section 6(i),
      the
      Company covenants and agrees to promptly reissue such Escrow Shares in the
      applicable Investor’s name and deliver the same as directed by such Investor.
      Until such time as (if at all) the Escrow Shares are required to be delivered
      pursuant to the SPA and in accordance with this Make Good Agreement, any
      dividends payable in respect of the Escrow Shares and all voting rights
      applicable to the Escrow Shares shall be retained by the Make Good Pledgors.
      Should the Escrow Agent receive dividends or voting materials, such items shall
      be passed immediately on to the Make Good Pledgors and shall not be invested
      or
      held for any time longer than is needed to effectively re-route such items
      to
      the Make Good Pledgors.

     

    
      
        
        

      

      
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    7. Interpleader. 
      Should
      any controversy arise among the parties hereto with respect to this Make Good
      Agreement or with respect to the right to receive the Escrow Shares, Escrow
      Agent and/or vFinance Investments, Inc. shall have the right to consult counsel
      and/or to institute an appropriate interpleader action to determine the rights
      of the parties. Escrow Agent and/or vFinance Investments, Inc. 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 vFinance Investments, Inc. If Escrow Agent or vFinance
      Investments, Inc. 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 7 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 vFinance Investments, Inc. shall be relieved of and discharged from
      any and all obligations and liabilities under and pursuant to this Make Good
      Agreement with respect to the Escrow Shares and any other obligations hereunder.
      

     

    8. Exculpation
      and Indemnification of Escrow Agent and vFinance Investments, Inc.


     

    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
      Make
      Good 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 Make Good Agreement and
      instructions to Escrow Agent pursuant to the terms of this Make Good 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. vFinance Investments, Inc.’s sole obligation under this Make
      Good Agreement is to provide prompt 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.
      vFinance Investments, Inc. will provide such written instructions upon review
      of
      the relevant earnings per share and/or After-Tax Net Income amount reported
      in
      such periodic financial reports as specified in Section 4 hereof. vFinance
      Investments, Inc. is not charged with any obligation to conduct any
      investigation into the financial reports or make any other investigation related
      thereto. If any actual or alleged mistake or fraud of the Company, its auditors
      or any other person (other than vFinance Investments, Inc.) in connection with
      such financial reports of the Company, vFinance Investments, Inc. shall have
      no
      obligation or liability to any party hereunder.

     

    
      
        
        

      

      
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    b. Escrow
      Agent will not 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. Escrow Agent may 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), 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 to be genuine and to be signed or presented by the proper person
      or persons. The duties and responsibilities of the Escrow Agent hereunder shall
      be determined solely by the express provisions of this Make Good 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. 

     

    c. The
      Company and the Make Good Pledgors each hereby, jointly and severally, indemnify
      and hold harmless each of Escrow Agent, vFinance Investments, Inc. 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 vFinance Investments, Inc. in
      connection with any claim or demand, which, in any way, directly or indirectly,
      arises out of or relates to this Make Good Agreement or the services of Escrow
      Agent or vFinance Investments, Inc. hereunder; except, that if Escrow Agent
      or
      vFinance Investments, Inc. is guilty of willful misconduct, gross negligence
      or
      fraud under this Make Good Agreement, then Escrow Agent or vFinance Investments,
      Inc., as the case may be, will bear all losses, damages and expenses arising
      as
      a result of such willful misconduct, gross negligence or fraud. Promptly after
      the receipt by Escrow Agent or vFinance Investments, Inc. 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 vFinance Investments, Inc., 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 8 shall survive the termination of this Make Good
      Agreement. 

     

    
      
        
        

      

      
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    9. 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 Make Good Agreement; provided,
      however,
      that in
      the event that Escrow Agent renders any material service not contemplated in
      this Make Good Agreement, or there is any assignment of interest in the subject
      matter of this Make Good Agreement, or any material modification hereof, or
      if
      any material controversy arises hereunder, or Escrow Agent is made a party
      to
      any litigation pertaining to this Make Good Agreement, or the subject matter
      hereof, then Escrow Agent shall be reasonably compensated by the Company for
      such extraordinary services and reimbursed for all costs and expenses, including
      reasonable attorney's fees, occasioned by any delay, controversy, litigation
      or
      event, and the same shall be recoverable from the Company. Prior
      to
      incurring any costs and/or expenses in connection with the foregoing sentence,
      Escrow Agent shall be required to provide written notice to the Company of
      such
      costs and/or expenses and the relevancy thereof and Escrow Agent shall not
      be
      permitted to incur any such costs and/or expenses prior to receiving written
      approval from the Company, which approval shall not be unreasonably
      withheld.

     

    10. Resignation
      of Escrow Agent.
      At any
      time, upon ten (10) days' written notice to the Company, 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 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 10-day period following the giving
      of notice of resignation by Escrow Agent, the Company shall have failed to
      appoint a successor escrow agent, Escrow Agent may interplead the Escrow Shares
      into the registry of any court having jurisdiction. 

     

    11. Records.
      Escrow
      Agent shall maintain accurate records of all transactions hereunder. Promptly
      after the termination of this Make Good 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. 

     

    12. Notice.
      All
      notices, communications and instructions required or desired to be given under
      this Make Good 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 page hereto.

     

    13. Execution
      in Counterparts.
      This
      Make Good 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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    14. Assignment
      and Modification.
      This
      Make Good Agreement and the rights and obligations hereunder of any of the
      parties hereto may not be assigned without the prior written consent of the
      other parties hereto and the Investors. Subject to the foregoing, this Make
      Good
      Agreement will be binding upon and inure to the benefit of each of the parties
      hereto and their respective successors and permitted assigns. No other person
      will acquire or have any rights under, or by virtue of, this Make Good
      Agreement. 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 Make Good Agreement.
      This
      Make Good Agreement may be amended or modified only in writing signed by all
      of
      the parties hereto and the Investors. 

     

    15. Applicable
      Law.
      This
      Make Good Agreement shall be governed by and construed in accordance with the
      laws of the State of New York without giving effect to the principles of
      conflicts of laws thereof. 

     

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


     

    17. 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 Make Good Agreement,
      the
      prevailing party shall be entitled to recover reasonable attorneys' fees from
      the other party (unless such other party is the Escrow Agent or vFinance
      Investments, Inc. Inc.), 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.

     

    18. Authorized
      Signers.
      The
      Company will execute Exhibit
      C-1
      and
      deliver an executed Exhibit
      C-2
      to this
      Make Good Agreement concurrent with the execution hereof.

     

    [REMAINDER
      OF PAGE INTENTIONALLY LEFT BLANK]

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    IN
      WITNESS WHEREOF, the parties have duly executed this Make Good Agreement as
      of
      the date set forth opposite their respective names.

     

    
      	 	 	 
	 	
              COMPANY:

               

              EQUICAP, INC.

            
	 
 	 
 	 
 
	
            	By:  	
            
	 	
              
Name: Peter
              Wang
	 	Title:
               Chairman
              and President 


    

     

    
      
        	 	 	 
	 	
                
                  SINOQUEST
                    MANAGEMENT LTD.

                

              
	 
 	 
 	 
 
	
              	By:  	
              
	 	
                
Name:
	 	Title: 


      

    

     

    
      
        	 	 	 	 
	
              	 	 	
                

                JASON
                  LU

              


      

       

      	 	 	 
	 	
              SIJ
                HOLDING LTD.

            
	 
 	 
 	 
 
	
            	By:  	
            
	 	
              

              Name:

            
	 	Title:


       

      
        
          	 	 	 	 
	
                	 	 	
                  

                  PHILIP
                    WIDMANN

                


        

      

    

    


    
      	 	 	 
	 	
              SOLARAS
                CAPITAL LIMITED

            
	 
 	 
 	 
 
	 	By:  	
            
	 	
              
Name:
	 	Title:


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
       

      
        
          	 	 	 	 
	
                	 	 	
                  

                  GONG
                    CHEN

                


        

      

    

    
      
         

        
          
            	 	 	 	 
	
                  	 	 	
                    

                    RUTH
                      KIRSHNER

                  


          

        

      

      
        
           

          
            
              	 	 	 	 
	
                    	 	 	
                      

                      THOMAS
                        HSU

                    


            

          

        

         

      

    

    [REMAINDER
      OF THIS PAGE INTENTIONALLY LEFT BLANK SIGNATURE

     PAGE
      FOR OTHER PARTIES FOLLOWS]

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

      
         

        
          	 	 	 
	 	
                  INVESTORS:

                
	 
 	 
 	 
 
	
                	By:  	
                
	 	
                  

                   

                  Address:

                


        

         

      

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	 	 	 
	 	
              ESCROW
                AGENT:

               

              SECURITIES
                TRANSFER CORPORATION

            
	 
 	 
 	 
 
	
            	By:  	
            
	 	
              

               

              Address:

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	 	 	 
	 	
              VFINANCE
                INVESTMENTS , INC.:

            
	 
 	 
 	 
 
	
            	By:  	
            
	 	
              

               

              Address:

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Exhibit
      A

    


    The
      table
      below represents the number of 2007 Make Good Shares and 2008 Make Good Shares,
      respectively, deposited with the Escrow Agent by the Make Good Pledgors and
      subject to release to the Investors in accordance with the operation of Section
      4 of the attached Make Good Agreement.

     

    
      	 	 	
              Make
                Good 2007

            	 	
              Make
                Good 2008

            	 	
              Total

            	 
	
              Sinoquest
                Management Ltd. (BVI)

            	 	 	
              613,006

            	 	 	
              1,430,347

            	 	 	
              2,043,353

            	 
	
              Mr.
                Jason Lu (U.S.)

            	 	 	
              1,076,493

            	 	 	
              2,511,818

            	 	 	
              3,588,311

            	 
	
              SIJ
                Holding Ltd. (BVI)

            	 	 	
              569,355

            	 	 	
              1,328,495

            	 	 	
              1,897,850

            	 
	
              Mr.
                Philip Widmann (U.S.)

            	 	 	
              563,249

            	 	 	
              1,314,247

            	 	 	
              1,877,496

            	 
	
              Solaris
                Capital Limited (Belize)

            	 	 	
              75,914

            	 	 	
              177,133

            	 	 	
              253,047

            	 
	
              Mr.
                Gong Chen (China)

            	 	 	
              37,957

            	 	 	
              88,566

            	 	 	
              126,523

            	 
	
              Ms.
                Ruth Kirshner (U.S.

            	 	 	
              53,140

            	 	 	
              123,993

            	 	 	
              177,133

            	 
	
              Mr.
                Thomas Hsu (U.S.)

            	 	 	
              53,140

            	 	 	
              123,993

            	 	 	
              177,133

            	 
	
              Total

            	 	 	
              3,042,254

            	 	 	
              7,098,592

            	 	 	
              10,140,846

            	 


    

     

    The
      table
      below represents the number of 2007 Make Good Shares and 2008 Make Good Shares,
      respectively, which shall be released to each Investor in accordance with the
      operation of Section 4 of the attached Make Good Agreement.

     

    
      	 	 	
              Make
                Good 2007

            	
               

            	
              Make
                Good 2008

            	
               

            	
              Total

            	 
	
              The
                Pinnacle Fund, LP

            	 	 	
              507,042

            	 	 	
              1,183,099

            	 	 	
              1,690,141

            	 
	
              Pinnacle
                China Fund, LP

            	 	 	
              1,014,086

            	 	 	
              2,366,197

            	 	 	
              3,380,283

            	 
	
              Atlas
                Capital Master Fund LP

            	 	 	
              82,394

            	 	 	
              192,254

            	 	 	
              274,648

            	 
	
              Atlas
                Capital (Q.P.), L.P.

            	 	 	
              44,366

            	 	 	
              103,521

            	 	 	
              147,887

            	 
	
              Westpark
                Capital LP

            	 	 	
              253,521

            	 	 	
              591,549

            	 	 	
              845,070

            	 
	
              Sandor
                Capital Master Fund, LP

            	 	 	
              77,400

            	 	 	
              180,600

            	 	 	
              258,000

            	 
	
              Vision
                Opportunity Master Fund Ltd.

            	 	 	
              253,521

            	 	 	
              591,549

            	 	 	
              845,070

            	 
	
              BTG
                Investments LLC

            	 	 	
              50,760

            	 	 	
              118,440

            	 	 	
              169,200

            	 
	
              Jayhawk
                Private Equity Fund, L.P.

            	 	 	
              571,093

            	 	 	
              1,332,549

            	 	 	
              1,903,642

            	 
	
              Jayhawk
                Private Equity Co-Invest Fund, L.P.

            	 	 	
              35,957

            	 	 	
              83,900

            	 	 	
              119,857

            	 
	
              Heller
                Family Foundation

            	 	 	
              152,114

            	 	 	
              354,934

            	 	 	
              507,048

            	 
	
              Total

            	 	 	
              3,042,254

            	 	 	
              7,098,592

            	 	 	
              10,140,846

            	 


    

    
      


      
        
          
          

        

        
          Exhibit
            A

          
            

          

        

        
          
          

        

         

      

    

    Exhibit
      B

    


    ESCROW
      AGENT FEES

     

    US
      $2,500

     

    
      
        
        

      

      
        Exhibit B

        
          

        

      

      
        
        

      

    


    Exhibit
      C-1

    


    CERTIFICATE
      AS TO AUTHORIZED SIGNATURES

     

    Account
      Name:

    


    Account
      Number:

     

    The
      specimen signatures shown below are the specimen signatures of the individuals
      who have been designated as authorized representatives of the Company and are
      authorized to initiate and approve transactions of all types for the
      above-mentioned account on behalf of the Company.

     

    
      	
              Name
                / Title

            	
              Specimen
                Signature

            
	 	 
	
              Peter
                Wang

              Chairman
                and President 

            	
              
                

              

              Signature

            
	 	 
	
              Jason
                Lu,

              Chief
                Executive Officer

            	
              
                

              

              Signature

            


    

    


    
      
        
        

      

      
        Exhibit
          C-1

        
          

        

      

      
        
        

      

    


    Exhibit
      C-2

    


    CERTIFICATE
      AS TO AUTHORIZED SIGNATURES

     

    Account
      Name:

    


    Account
      Number:

     

    The
      specimen signatures shown below are the specimen signatures of the individual
      who has been designated as the authorized representative of vFinance
      Investments, Inc. and is authorized to provide the documents, instruments and/or
      consents, including the written consents specified in Section 4, relating to
      the
      Investors and specified in the Make Good Agreement.

    


    
      	
              Name
                / Title

            	
              Specimen
                Signature

            
	 	 
	
               

              .

            	
              
                

              

              Signature

            
	 	
              
                
 Signature

            


    

     

    
      
        
        

      

      
        Exhibit
          C-2