ESCROW
      AGREEMENT

    INVESTOR
      AND PUBLIC RELATIONS

     

    THIS
      ESCROW AGREEMENT (this “Agreement”)
      is
      made as of October 3, 2007, by and among Victory Divide Mining Company, a Nevada
      corporation (the “Company”),
      Vision Opportunity Master Fund, Ltd., a Cayman Islands company, as
      representative of the Purchasers (“Vision”) and Loeb & Loeb LLP (the
“Escrow
      Agent”).

     

    ARTICLE
      I

     

    ESTABLISHMENT
      OF THE ESCROW AGENCY AND ESCROW ACCOUNT

     

    1.1. The
      parties hereby appoint the Escrow Agent, and the Escrow Agent hereby accepts,
      the escrow agency established under this Agreement.

     

    1.2. The
      Escrow Agent hereby establishes a separate account to be maintained as an escrow
      account (the “Escrow
      Account”)
      pursuant to and under this Agreement.

     

    1.3. On
      the
      date hereof, the Escrow Agent shall cause $500,000 (the “Escrow
      Funds”)
      to be
      transferred to the Escrow Account, pursuant to the terms of that certain Escrow
      Agreement, dated as of even date herewith, by and among the Company, Winner
      State International Limited, Vision, the Escrow Agent and each of the investors
      set forth on Exhibit
      A
      attached
      thereto.

     

    ARTICLE
      II

     

    INVESTMENT
      OF ESCROW FUNDS

     

    The
      Escrow Agent shall invest the Escrow Funds in a non-interest bearing bank
      account with a U.S. commercial bank or such other bank or other financial
      institution as it normally holds such funds. 

     

    ARTICLE
      III

     

    DISBURSEMENTS
      FROM ESCROW FUNDS

     

    Upon
      the
      receipt by the Company of a bill or statement for fees or expenses in connection
      with investor or public relations and the receipt by the Escrow Agent of the
      release notice in the form attached hereto as Exhibit
      A
      (the
“Release Notice”) executed by the Company and Vision, the Escrow Agent shall
      disburse the Escrow Funds in the amount provided in, and in accordance with,
      such Release Notice.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    ARTICLE
      IV

     

    TERMINATION
      OF ESCROW AGREEMENT

     

    This
      Escrow Agreement shall terminate upon disbursement of all Escrow Funds in
      accordance with Article III, provided, that,
      the
      rights of the Escrow Agent and the obligations of the Company under Article
      V
      shall survive the termination hereof. Notwithstanding the foregoing, in the
      event that the Escrow Agent does not receive any instructions with respect
      to
      the disbursement of the Escrow Funds by a date that is 90 days from the date
      of
      this Agreement, this Agreement shall terminate as of such date and the Escrow
      Funds shall be transferred directly to the Company.

     

    ARTICLE
      V

     

    MISCELLANEOUS

     

    5.1. The
      Company shall pay the Escrow Agent a one-time fee of $_________ for all services
      rendered by the Escrow Agent hereunder.

     

    5.2. For
      purposes of U.S. federal and other taxes based on income, the Company shall
      be
      treated as the owner of the Escrow Funds and shall report all income, if any,
      that is earned on, or derived from, the Escrow Funds as its income, in the
      taxable year or years in which such income is properly includible and pay any
      taxes attributable thereto. The Escrow Agent shall for each appropriate year,
      prepare tax reports on Form 1099 as to the Company’s income and deliver the same
      to the Company promptly after the calendar year involved.

     

    5.3. No
      waiver
      or any breach of any covenant or provision herein contained shall be deemed
      a
      waiver of any preceding or succeeding breach thereof, or of any other covenant
      or provision herein contained. No extension of time for performance of any
      obligation or act shall be deemed an extension of the time for performance
      of
      any other obligation or act.

     

    5.4. All
      notices, demands, consents, requests, instructions and other communications
      to
      be given or delivered or permitted under or by reason of the provisions of
      this
      Agreement or in connection with the transactions contemplated hereby shall
      be in
      writing and shall be deemed to be delivered and received by the intended
      recipient as follows: (i) if personally delivered, on the business day of such
      delivery (as evidenced by the receipt of the personal delivery service), (ii)
      if
      mailed certified or registered mail return receipt requested, two (2) business
      days after being mailed, (iii) if delivered by overnight courier (with all
      charges having been prepaid), on the business day of such delivery (as evidenced
      by the receipt of the overnight courier service of recognized standing), or
      (iv)
      if delivered by facsimile transmission, on the business day of such delivery
      if
      sent by 6:00 p.m. in the time zone of the recipient, or if sent after that
      time,
      on the next succeeding business day (as evidenced by the printed confirmation
      of
      delivery generated by the sending party’s telecopier machine). If any notice,
      demand, consent, request, instruction or other communication cannot be delivered
      because of a changed address of which no notice was given (in accordance with
      this Section 5.4), or the refusal to accept same, the notice, demand, consent,
      request, instruction or other communication shall be deemed received on the
      second business day the notice is sent (as evidenced by a sworn affidavit of
      the
      sender). All such notices, demands, consents, requests, instructions and other
      communications will be sent to the following addresses or facsimile numbers
      as
      applicable.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    
      	
              5.5. :

            	 
	
              If
                to the Company:

            	
              Victory
                Divide Mining Company

            
	 	
              ___________________________

            
	 	
              ___________________________

            
	 	
              ___________________________

            
	 	
              Attention:
                

            
	 	
              Tel.
                No.: 

            
	 	
              Fax
                No.: 

            
	 	 
	
              with
                copies to:

            	
              Guzov
                Ofsink, LLC

            
	 	
              600
                Madison Avenue, 14th
                Floor

            
	 	
              New
                York, NY 10022

            
	 	
              Attention:
                Darren Ofsink

            
	 	
              Tel.
                No.: (212) 371-8008 ext. 127

            
	 	
              Fax
                No.: (212) 688-7273

            
	 	 
	
              If
                to Vision to:

            	
              Vision
                Opportunity Master Fund, Ltd.

            
	 	
              20
                W. 55th
                Street, 5th
                Floor

            
	 	
              New
                York, NY 10019

            
	 	
              Attention:
                Yi Fing Liu

            
	 	
              Tel.
                No.: (212) 849-8238

            
	 	
              Fax
                No.: (212) 867-1416

            
	 	 
	
              If
                to the Escrow Agent:

            	
              Loeb
                & Loeb LLP

            
	 	
              345
                Park Avenue

            
	 	
              New
                York, NY 10154

            
	 	
              Attention:
                Mitchell S. Nussbaum

            
	 	
              Tel.
                No.: 212-407-4000

            
	 	
              Fax
                No.: 212-407-4990

            
	 	 


    

     

    Any
      party
      hereto may from time to time change its address for notices by giving at least
      ten (10) days written notice of such changed address to the other party
      hereto.

     

    5.6. This
      Escrow Agreement shall be binding upon and shall inure to the benefit of the
      permitted successors and permitted assigns of the parties hereto.

     

    5.7. This
      Escrow Agreement is the final expression of, and contains the entire agreement
      between, the parties with respect to the subject matter hereof and supersedes
      all prior understandings with respect thereto. This Escrow Agreement may not
      be
      modified, changed, supplemented or terminated, nor may any obligations hereunder
      be waived, except by written instrument signed by the parties to be charged
      or
      by its agent duly authorized in writing or as otherwise expressly permitted
      herein.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    5.8. Whenever
      required by the context of this Escrow Agreement, the singular shall include
      the
      plural and masculine shall include the feminine. This Escrow Agreement shall
      not
      be construed as if it had been prepared by one of the parties, but rather as
      if
      both parties had prepared the same. Unless otherwise indicated, all references
      to Articles or Sections are to this Escrow Agreement.

     

    5.9. The
      parties hereto expressly agree that this Escrow Agreement shall be governed
      by,
      interpreted under and construed and enforced in accordance with the laws of
      the
      State of New York, without regard to conflicts of law principles that would
      result in the application of the substantive laws of another jurisdiction.
      Any
      action to enforce, arising out of, or relating in any way to, any provisions
      of
      this Escrow Agreement shall only be brought in a state or Federal court sitting
      in New York City, Borough of Manhattan.

     

    5.10. The
      Escrow Agent’s duties hereunder may be altered, amended, modified or revoked
      only by a writing signed by each of the parties hereto.

     

    5.11. The
      Escrow Agent shall be obligated only for the performance of such duties as
      are
      specifically set forth herein and may rely and shall be protected in relying
      or
      refraining from acting on any instrument reasonably believed by the Escrow
      Agent
      to be genuine and to have been signed or presented by the proper party or
      parties. The Escrow Agent shall not be personally liable for any act the Escrow
      Agent may do or omit to do hereunder as the Escrow Agent while acting in good
      faith and in the absence of gross negligence, fraud or willful misconduct,
      and
      any act done or omitted by the Escrow Agent pursuant to the advice of the Escrow
      Agent’s attorneys-at-law shall be conclusive evidence of such good faith, in the
      absence of gross negligence, fraud or willful misconduct.

     

    5.12. The
      Escrow Agent is hereby expressly authorized to disregard any and all warnings
      given by any of the parties hereto or by any other person or corporation,
      excepting only orders or process of courts of law and is hereby expressly
      authorized to comply with and obey orders, judgments or decrees of any court.
      In
      case the Escrow Agent obeys or complies with any such order, judgment or decree,
      the Escrow Agent shall not be liable to any of the parties hereto or to any
      other person, firm or corporation by reason of such decree being subsequently
      reversed, modified, annulled, set aside, vacated or found to have been entered
      without jurisdiction.

     

    5.13. The
      Escrow Agent shall not be liable in any respect on account of the identity,
      authorization or rights of the parties executing or delivering or purporting
      to
      execute or deliver any documents or papers deposited or called for thereunder
      in
      the absence of gross negligence, fraud or willful misconduct.

     

    5.14. The
      Escrow Agent’s responsibilities as escrow agent hereunder shall terminate if the
      Escrow Agent shall resign by giving written notice to the Company and Vision.
      In
      the event of any such resignation, Vision and the Company shall appoint a
      successor Escrow Agent and the Escrow Agent shall deliver to such successor
      Escrow Agent any Escrow Funds and other documents held by the Escrow
      Agent.

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    5.15. If
      the
      Escrow Agent reasonably requires other or further instruments in connection
      with
      this Escrow Agreement or obligations in respect hereto, the necessary parties
      hereto shall join in furnishing such instruments.

     

    5.16. It
      is
      understood and agreed that should any dispute arise with respect to the delivery
      and/or ownership or right of possession of the documents or the Escrow Funds
      held by the Escrow Agent hereunder, the Escrow Agent is authorized and directed
      in the Escrow Agent’s sole discretion (i) to retain in the Escrow Agent’s
      possession without liability to anyone all or any part of said documents or
      the
      Escrow Funds until such disputes shall have been settled either by mutual
      written agreement of the parties concerned by a final order, decree or judgment
      or a court of competent jurisdiction after the time for appeal has expired
      and
      no appeal has been perfected, but the Escrow Agent shall be under no duty
      whatsoever to institute or defend any such proceedings or (ii) to deliver the
      Escrow Funds and any other property and documents held by the Escrow Agent
      hereunder to a state or Federal court having competent subject matter
      jurisdiction and located in the City of New York, Borough of Manhattan, in
      accordance with the applicable procedure therefor.

     

    5.17. The
      Company agrees to indemnify and hold harmless the Escrow Agent and its partners,
      employees, agents and representatives from any and all claims, liabilities,
      costs or expenses in any way arising from or relating to the duties or
      performance of the Escrow Agent hereunder other than any such claim, liability,
      cost or expense to the extent the same shall have been determined by final,
      unappealable judgment of a court of competent jurisdiction to have resulted
      from
      the gross negligence, fraud or willful misconduct of the Escrow
      Agent.

     

    [SIGNATURE
      PAGE FOLLOWS]


    
      
        
        

      

      
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    IN
      WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
      day
      and year first written above.

    


    
      	
              VICTORY
                DIVIDE MINING COMPANY 

            
	 	 
	
              By:
                

            	
              /s/
                Shulin Liu

            
	 	
              Name:
                Shulin Liu

            
	 	
              Title:
                Chief Executive Officer

            
	 	 
	
              VISION
                OPPORTUNITY MASTER FUND, LTD.

            
	 	 
	
              By:
                

            	
              /s/Adam
                Benowitz

            
	 	
              Name:
                Adam Benowitz

            
	 	
              Title:
                Director

            
	 	 
	
              ESCROW
                AGENT:

            
	 	 
	
              LOEB
                & LOEB LLP

            
	 	 
	
              By:
                

            	
              /s/Loeb
                & Loeb LLP

            
	 	
              Name:

            
	 	
              Title:

            


    


    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    Exhibit
      A
      to

    Escrow
      Agreement

     

    RELEASE
      NOTICE

     

    Pursuant
      to the Escrow Agreement, dated as of _________________, 2007 (the “Escrow
      Agreement”),
      by
      and among Victory Divide Mining Company (the “Company”),
      Vision Opportunity Master Fund, Ltd. (“Vision”)
      and
      Loeb & Loeb LLP (the “Escrow
      Agent”),
      Kuhns
      hereby instructs the Escrow Agent to release Escrow Funds in accordance with
      the
      following instructions:

     

    
      	
              Recipient
                of 

              Escrow
                Funds

            	 	
              Amount
                of Escrow Funds

              to
                be Disbursed

            	 	
              Date
                of 

              Disbursement

            	 	
              Transfer
                

              Instructions

            
	 	 	 	 	 	 	 


    

     

    Capitalized
      terms used herein and not defined shall have the meanings ascribed to such
      terms
      in the Escrow Agreement.

    

      
        	
                VICTORY
                  DIVIDE MINING COMPANY

              
	 
	
                By:
                  

              	 
	 	
                Name:

              
	 	
                Title:

              
	 	 
	
                VISION
                  OPPORTUNITY MASTER FUND, LTD.

              
	 	 
	
                By:
                  

              	 
	 	
                Name:

              
	 	
                Title:

              
	 	 
	
                Date:
                  

              	 


      

    

    


    
      
        
        

      

      
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