Escrow Agreement


    


    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.

     

    
      
        
        

      

      
        Page
          - 1

        
          

        

      

      
        
        

      

    

     

    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.

     

    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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          - 2

        
          

        

      

      
        
        

      

    

     

    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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          - 3

        
          

        

      

      
        
        

      

    

     

    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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