CLOSING
      ESCROW AGREEMENT


     

    This
      Closing Escrow Agreement, dated as of, August 8, 2008 (this “Agreement”),
      is
      entered into by and among China New Energy Group Company, a Delaware corporation
      (the “Company”),
      China
      Hand Fund I, LLC, a Delaware limited liability company (together with its
      successors and assigns, “CHF”
or
      the
“Initial
      Purchaser”),
      each
      of the persons who hereafter become investors in the Company pursuant to the
      Purchase Agreement (as defined below) (together with its successors and assigns,
      each, an “Additional
      Purchaser”
and
      collectively, the “Additional Purchasers”), and Escrow, LLC, with an address at
      360 Main Street, P.O. Box 391, Washington, Virginia 22747 (the “Escrow
      Agent”).
      Capitalized terms used, but not defined herein shall have the meanings set
      forth
      in the Purchase Agreement.

     

    WITNESSETH:


     

    WHEREAS,
      the Initial Purchaser may purchase from the Company shares of the Company’s
      Series A Convertible Preferred Stock, par value $0.001 per share (the
“Series
      A Preferred”),
      convertible into shares of the Company’s common stock, par value $0.001 per
      share (the “Common
      Stock”),
      and
      certain common stock purchase warrants (the “Warrants”)
      pursuant to a Series A Convertible Preferred Stock Purchase Agreement to be
      entered into on the closing date of such agreement (the “First
      Closing Date”)
      by and
      among the Company and the Initial Purchaser (the “Purchase
      Agreement”),
      and
      it is contemplated that each of the Purchase Agreement and this Agreement may
      hereafter be amended to provide for the purchase of additional shares of Series
      Preferred and Warrants (collectively, the “Securities”)
      by
      Additional Purchasers at one or more additional closings after the First Closing
      Date (the closing date of each subsequent purchase is hereinafter referred
      to as
      a “Subsequent
      Closing Date”);
      

    


    WHEREAS,
      the Company desires to deposit all monies received from Investors pending the
      closings under the Purchase Agreement (the “Escrowed
      Funds”)
      with
      the Escrow Agent, to be held in escrow until joint written instructions are
      received by the Escrow Agent from the Company and the Initial Purchaser, from
      time to time, at which time the Escrow Agent will disburse the Escrowed Funds
      in
      accordance with the instructions; and

    


    WHEREAS,
      Escrow Agent is willing to hold the Escrowed Funds in escrow in subject to
      the
      terms and conditions of this Agreement.

    


    NOW,
      THEREFORE, in consideration of the mutual promises herein contained and
      intending to be legally bound, the parties hereby agree as follows:

    


    1.
       Appointment
      of Escrow Agent.
      The
      Company hereby appoints the Escrow Agent as escrow agent in accordance with
      the
      terms and conditions set forth herein and the Escrow Agent hereby accepts such
      appointment.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    2.
       Delivery
      of the Escrowed Funds. 

    


    2.1
       The
      Company will direct Investors to deliver the Escrowed Funds to the Escrow Agent,
      addressed to the following account of the Escrow Agent:

    


    Domestic
      Wires

    Virginia
      Commerce Bank

    Leesburg,
      VA

    ABA#
      056005253

    Account
      Name: Escrow, LLC

    Account
      #: 20159757

    International
      Wires

    Correspondent
      Bank: Wells Fargo Bank,

    San
      Francisco, CA

    SWIFT#
      WFBIUS6S

    Credit
      Acct: 412-11-08146

    Virginia
      Commerce Bank

    FBO
      Account Name: Escrow, LLC

    Account
      #: 20159757


    


    2.2 (a)
      All
      Investors’ checks shall be made payable to “ESCROW, LLC and shall be delivered
      to the Escrow Agent at the address set forth on Exhibit
      A
      hereto
      and shall be
      accompanied by a written account of the subscription in the form attached hereto
      as Exhibit
      B
      (the
“Subscription
      Information”).
      The
      Escrow
      Agent shall, upon receipt of Escrowed Funds deposit such funds in
      escrow.

    


    2.3 Any
      checks which are received by Escrow Agent that are made payable to a party
      other
      than the Escrow Agent shall be returned directly to the Company together with
      any documents delivered therewith. Simultaneously with each deposit, the Company
      shall provide the Escrow Agent with the Subscription Information to include
      the
      name, address and taxpayer identification number of each Investor. The Escrow
      Agent is not obligated, and may refuse, to accept checks that are not
      accompanied by Subscription Information.

    


    2.4 In
      the
      event a wire transfer is received by the Escrow Agent and the Escrow Agent
      has
      not received Subscription Information, the Escrow Agent shall notify the
      Company. If the Escrow Agent does not receive the Subscription Information
      relating to an Investor prior to the close of business on the third business
      day
      (days other than a Saturday or Sunday or other day on which the Escrow Agent
      is
      not open for business in the State of Virginia) after notifying Company of
      receipt of said wire, the Escrow Agent shall return the funds to the
      Investor.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    3.
       Escrow
      Agent to Hold and Disburse Escrowed Funds.
      The
      Escrow Agent will hold and disburse the Escrowed Funds received by it pursuant
      to the terms of this Escrow Agreement, as follows: 

    


    3.1 Upon
      receipt of joint instructions from the Company and the Initial Purchaser in
      substantially the form of Exhibit
      C
      hereto,
      the Escrow Agent shall release the Escrowed Funds as directed in such
      instructions. The Company and the Initial Purchaser agree that if the Purchase
      Agreement is consummated, then on the First Closing Date they will deliver
      joint
      written instructions to release to the Company the aggregate amount of the
      subscriptions deposited by the Initial Purchaser less (x) payments to be made
      for investor legal and due diligence expenses, not exceeding $100,000, (y)
      placement agent fees equal to 10% of the aggregate amount of subscriptions
      and
      (z) $250,000 to be retained by the Escrow Agent to be used for payment of the
      Company’s investor and public relations expenses. On the First Closing Date the
      Company and the Initial Purchaser shall deliver joint written instructions
      to
      the Escrow Agent to pay the amounts referred to in clauses (x) and (y). It
      is
      also contemplated that if additional closings are held, then on each Subsequent
      Closing Date the Initial Purchaser and the Company shall deliver joint written
      instructions to the Escrow Agent to release to the Company the aggregate amount
      of the subscriptions deposited by the Additional Purchasers less (A) placement
      agent fees equal to 10% of the aggregate amount of the additional subscriptions
      for such additional closing and (B) with respect to the Subsequent Closing
      immediately following the First Closing, $250,000 to be retained by the Escrow
      Agent to be used for payments of the Company’s investor and public relations
      expenses.

    


    3.2 In
      the
      event this Agreement, the Escrowed Funds or the Escrow Agent becomes the subject
      of litigation, or if the Escrow Agent shall desire to do so for any other
      reason, the Company authorizes the Escrow Agent, at its option, to deposit
      the
      Escrowed Funds with the clerk of the court in which the litigation is pending,
      or a court of competent jurisdiction if no litigation is pending, and thereupon
      the Escrow Agent shall be fully relieved and discharged of any further
      responsibility with regard thereto. The Company also authorizes the Escrow
      Agent, if it receives conflicting claims to the Escrow Funds, is threatened
      with
      litigation or if the Escrow Agent shall desire to do so for any other reason,
      to
      interplead all interested parties in any court of competent jurisdiction and
      to
      deposit the Escrowed Funds with the clerk of that court and thereupon the Escrow
      Agent shall be fully relieved and discharged of any further responsibility
      hereunder to the parties from which they were received.

    


    3.3 In
      the
      event that the Escrow Agent does not receive any instructions by a date that
      is
      90 days from the date of this Agreement (the “Escrow
      Termination Date”),
      all
      Escrowed Funds shall be returned to the parties from which they were received,
      without interest thereon or deduction therefrom. If the Escrow Agent does
      receive joint written instructions by the Escrow Termination Date, then the
      Escrow Agent shall continue to hold all undisbursed Escrowed Funds until the
      Escrow Agent receives joint written instructions from the Initial Purchaser
      and
      the Company covering all remaining Escrowed Funds.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    4.
       Exculpation
      and Indemnification of Escrow Agent

    


    4.1
       The
      Escrow Agent shall haven no duties or responsibilities other than those
      expressly set forth herein. The Escrow Agent shall have no duty to enforce
      any
      obligation of any person to make any payment or delivery, or to direct or cause
      any payment or delivery to be made, or to enforce any obligation of any person
      to perform any other act. The Escrow Agent shall be under no liability to the
      other parties hereto or anyone else, by reason of any failure, on the part
      of
      any party hereto or any maker, guarantor, endorser or other signatory of a
      document or any other person, to perform such person’s obligations under any
      such document. Except for amendments to this Escrow Agreement referenced below,
      and except for written instructions given to the Escrow Agent by the Escrowing
      Parties relating to the Escrowed funds, the Escrow Agent shall not be obligated
      to recognize any agreement between or among any of the Escrowing Parties,
      notwithstanding that references hereto may be made herein and whether or not
      it
      has knowledge thereof. 

    


    4.2 The
      Escrow Agent shall not be liable to the Company or to anyone else for any action
      taken or omitted by it, or any action suffered by it to be taken or omitted,
      in
      good faith and acting upon any order, notice, demand, certificate, opinion
      or
      advice of counsel (including counsel chosen by the 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 believed
      by
      the Escrow Agent to be genuine and to be signed or presented by the proper
      person or persons. The Escrow Agent shall not be bound by any of the terms
      thereof, unless evidenced by written notice delivered to the Escrow Agent signed
      by the proper party or parties and, if the duties or rights of the Escrow Agent
      are affected, unless it shall give its prior written consent
      thereto.

    


    4.3 The
      Escrow Agent shall not be responsible for the sufficiency or accuracy of the
      form, or of the execution, validity, value or genuineness of, any document
      or
      property received, held or delivered to it hereunder, or of any signature or
      endorsement thereon, or for any lack of endorsement thereon, or for any
      description therein; nor shall the Escrow Agent be responsible or liable to
      the
      Company, the Initial Purchaser, the Additional Purchasers or to anyone else
      in
      any respect on account of the identity, authority or rights, of the person
      executing or delivering or purporting to execute or deliver any document or
      property or this Escrow Agreement. The Escrow Agent shall have no responsibility
      with respect to the use or application of the Escrowed Funds pursuant to the
      provisions hereof.

    


    4.4 The
      Escrow Agent shall have the right to assume, in the absence of written notice
      to
      the contrary from the proper person or persons, that a fact or an event, by
      reason of which an action would or might be taken by the Escrow Agent, does
      not
      exist or has not occurred, without incurring liability to the Company, the
      Initial Purchaser, the Additional Purchasers or to anyone else for any action
      taken or omitted to be taken or omitted, in good faith and in the exercise
      of
      its own best judgment, in reliance upon such assumption.

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    4.5 To
      the
      extent that the Escrow Agent becomes liable for the payment of taxes, including
      withholding taxes, in respect of income derived from the investment of the
      Escrowed Funds, or any payment made hereunder, the Escrow Agent may pay such
      taxes; and the Escrow Agent may withhold from any payment of the Escrowed Funds
      such amount as the Escrow Agent estimates to be sufficient to provide for the
      payment of such taxes not yet paid, and may use the sum withheld for that
      purpose. The Escrow Agent shall be indemnified and held harmless against any
      liability for taxes and for any penalties in respect of taxes, on such
      investment income or payments in the manner provided in Section
      4.6.

    


    4.6 The
      Escrow Agent will be indemnified and held harmless by the Company from and
      against all expenses, including all counsel fees and disbursements, or loss
      suffered by the Escrow Agent in connection with any action, suit or proceedings
      involving any claim, or in connection with any claim or demand, which in any
      way, directly or indirectly, arises out of or relates to this Escrow Agreement,
      the services of the Escrow Agent hereunder, except for claims relating to gross
      negligence by Escrow Agent or breach of this Escrow Agreement by the Escrow
      Agent, or the monies or other property held by it hereunder. Promptly after
      the
      receipt of the Escrow Agent of notice of any demand or claim or the commencement
      of any action, suit or proceeding, the Escrow Agent shall, if a claim in respect
      thereof is to be made against a party to this Agreement, notify each of them
      thereof in writing, but the failure by the Escrow Agent to give such notice
      shall not relieve any such party from any liability which a party may have
      to
      the Escrow Agent hereunder. Notwithstanding any obligation to make payments
      and
      deliveries hereunder, the Escrow Agent may retain and hold for such time as
      it
      deems necessary such amount of monies or property as it shall, from time to
      time, in its sole discretion, seem sufficient to indemnify itself for any such
      loss or expense and for any amounts due it under Section 7. 

    


    4.7 For
      purposes hereof, the term “expense or loss” shall include all amounts paid or
      payable to satisfy any claim, demand or liability, or in settlement of any
      claim, demand, action, suit or proceeding settled with the express written
      consent of the Escrow Agent, and all costs and expenses, including, but not
      limited to, counsel fees and disbursements, paid or incurred in investigating
      or
      defending against any such claim, demand, action, suit or proceeding.


    


    5.
       Termination
      of Agreement and Resignation of Escrow Agent 

    


    5.1 This
      Escrow Agreement shall terminate upon disbursement of all of the Escrowed Funds,
      provided that the rights of the Escrow Agent and the obligations of the Company
      under Section 4 shall survive the termination hereof.

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    5.2 The
      Escrow Agent may resign at any time and be discharged from its duties as Escrow
      Agent hereunder by giving the Company at least five (5) business days written
      notice thereof (the “Notice
      Period”).
      As
      soon as practicable after its resignation, the Escrow Agent shall, if it
      receives notice from the Company within the Notice Period, turn over to a
      successor escrow agent appointed by the Company all Escrowed Funds (less such
      amount as the Escrow Agent is entitled to retain pursuant to Section 7) upon
      presentation of the document appointing the new escrow agent and its acceptance
      thereof. If no new agent is so appointed within the Notice Period, the Escrow
      Agent shall return the Escrowed Funds to the parties from which they were
      received without interest or deduction. 

    


    6.
       Form
      of Payments by Escrow Agent

    


    6.1 Any
      payments of the Escrowed Funds by the Escrow Agent pursuant to the terms of
      this
      Escrow Agreement shall be made by wire transfer unless directed to be made
      by
      check by the Company and the Initial Purchaser.

    


    6.2
       All
      amounts referred to herein are expressed in United States Dollars and all
      payments by the Escrow Agent shall be made in such dollars.

    


    7. Compensation.
      Escrow
      Agent shall be entitled to the following compensation from the
      Company:

     

    
      	
            	7.1	
              Documentation
                Fee: The
                Company shall pay a documentation fee to the Escrow
                Agent of $1,500, on the First Closing Date.


            


    

    


    
      	 	
              7.2

            	
              Closing
                Fee:
                The Company shall pay a fee of $500 to the Escrow Agent at each Closing.
                For purposes of this Section 7.2, a Closing shall mean each time
                the
                Escrow Agent receives joint instructions from the Company and the
                Initial
                Purchaser to disburse Escrowed Funds in accordance with the terms
                of this
                Agreement.

            


    

    


    
      
        	
              	7.3	
                Interest.
                  The Company hereby agrees that Escrow Agent shall retain 100%  of
                  the interest earned during the time the Escrowed Funds are held
                  in
                   escrow
                  hereunder.

              


      

    

    


    8. Notices.
      All
      notices, requests, demands, and other communications provided herein shall
      be in
      writing, shall be delivered by hand or by first-class mail, shall be deemed
      given when received and shall be addressed to parties hereto at their respective
      addresses first set forth in the recitals above and on Exhibit
      A
      hereto.

    


    9. Further
      Assurances From
      time
      to time on and after the date hereof, the Company shall deliver or cause to
      be
      delivered to the Escrow Agent such further documents and instruments and shall
      do and cause to be done such further acts as the Escrow Agent shall reasonably
      request (it being understood that the Escrow Agent shall have no obligation
      to
      make any such request) to carry out more effectively the provisions and purposes
      of this Escrow Agreement, to evidence compliance herewith or to assure itself
      that it is protected in acting hereunder.

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    10. Consent
      to Service of Process 
      The
      Company hereby irrevocably consents to the jurisdiction of the courts of the
      State of Virginia and of any Federal court located in such state in connection
      with any action, suit or proceedings arising out of or relating to this Escrow
      Agreement or any action taken or omitted hereunder, and waives personal service
      of any summons, complaint or other process and agrees that the service thereof
      may be made by
      certified or registered mail directed to it at the address listed on Exhibit
      A
      hereto.

    


    11. Miscellaneous

    


    11.1 This
      Escrow Agreement shall be construed without regard to any presumption or other
      rule requiring construction against the party causing such instrument to be
      drafted. The terms “hereby,” “hereof,” “hereunder,” and any similar terms, as
      used in this Escrow Agreement, refer to the Escrow Agreement in its entirety
      and
      not only to the particular portion of this Escrow Agreement where the term
      is
      used. The word “person” shall mean any natural person, partnership, corporation,
      government and any other form of business of legal entity. All words or terms
      used in this Escrow Agreement, regardless of the number or gender in which
      they
      were used, shall be deemed to include any other number and any other gender
      as
      the context may require. This Escrow Agreement shall not be admissible in
      evidence to construe the provisions of any prior agreement. 

    


    11.2 This
      Escrow Agreement and the rights and obligations hereunder of the Company may
      not
      be assigned. This Escrow Agreement and the rights and obligations hereunder
      of
      the Escrow Agent may be assigned by the Escrow Agent. This Escrow Agreement
      shall be binding upon and inure to the benefit of each party’s respective
      successors, heirs and permitted assigns. No other person shall acquire or have
      any rights under or by virtue of this Escrow Agreement. This Escrow Agreement
      may not be changed orally or modified, amended or supplemented without an
      express written agreement executed by the Escrow Agent, the Company and the
      Initial Purchaser. This Escrow Agreement is intended to be for the sole benefit
      of the parties hereto and the Additional Purchasers and their respective
      successors, heirs and permitted assigns, and none of the provisions of this
      Escrow Agreement are intended to be, nor shall they be construed to be, for
      the
      benefit of any third person.

    


    11.3 This
      Escrow Agreement shall be governed by, and construed in accordance with, the
      internal laws of the State of Virginia. The representations and warranties
      contained in this Escrow Agreement shall survive the execution and delivery
      hereof and any investigations made by any party. The headings in this Escrow
      Agreement are for purposes of reference only and shall not limit or otherwise
      affect any of the terms thereof. 

    


    12.
       Execution
      of Counterparts This
      Escrow Agreement may be executed in a number of counterparts, by facsimile,
      each
      of which shall be deemed to be an original as of those whose signature appears
      thereon, and all of which shall together constitute one and the same instrument.
      This Escrow Agreement shall become binding when one or more of the counterparts
      hereof, individually or taken together, are signed by all the
      parties.

     

    [Remainder
      of page intentionally left blank

    Signature
      pages follow]

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    IN
      WITNESS WHEREOF, the parties have executed and delivered this Escrow Agreement
      on the day and year first above written.

    


    
      	 	
              ESCROW
                AGENT:

            
	 	 	 
	 	
              ESCROW,
                LLC

            
	 	 	 
	 	 	 
	 	 	
              By: 

            	 
	 	 	 
	 	 	 
	 	COMPANY:
	 	 	 
	 	
              CHINA
                NEW ENERGY GROUP COMPANY

            
	 	 	 
	 	 	 
	 	 	
              By: 

            	/s/
              Jiaji Shang
	 	 	 	
              Name:
                Jiaji Shang

            
	 	 	 	
              Title:
                Chief Executive Officer

            
	 	 	 
	 	
              INITIAL
                PURCHASER:

            
	 	 
	 	
              THE
                CHINA HAND FUND I, LLC

            
	 	 	 
	 	 	 
	 	 	
              By: 

            	/s/
              John D. Kuhns
	 	 	 	
              Name:
                John D. Kuhns

            
	 	 	 	
              Title:
                Member-Manager

            


    

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      A

    


    PARTIES
      TO AGREEMENT

     

    China
      New
      Energy Group Company

    17th
      Floor, HongJi Building, JinWei Road 

    HeBei
      District

    Tianjin,
      People’s Republic of China

    Attention:
      _________________________

    Tel.
      No.:
      __________________________ 

    Fax
      No.:
      ___________________________

    Email:
      

    


    ____________________________________ 

    (Signature)   

     

    Escrow,
      LLC

    360
      Main
      Street

    P.O.
      Box
      391 

    Washington,
      VA 22747

    Telephone:
      (800) 984-2155 

    Attention:
      Johnnie L. Zarecor

    Telephone:
      (540) 675-2155 Fax: (540) 675-3155

    Email:
      escrow@tristatetitle.net

    


    ____________________________

     

    China
      Hand Fund I, LLC

    558
      Lime
      Rock Road

    Lakeville,
      CT  06039

    Attn:
      Mary Fellows

    Tel.
      No.:
      860-435-7000

    Fax
      No.:
      860-435-6540

    Email:
      mfellows@kuhnsbrothers.com

    


    ____________________________________ 

    (Signature)

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      B

    


    SUBCRIPTION
      INFORMATION

    


    
      	
              Name
                of Subscriber

            	 	 
	 	 	 
	
              Address
                of Subscriber

            	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	
              Amount
                of Securities

            	 	 
	
              Subscribed

            	 	 
	 	 	 
	
              US
                Dollar Amount

            	 	 
	
              Submitted
                

            	 	 
	 	 	 
	
              Taxpayer
                ID Number/

            	 	 
	
              Social
                Security Number

            	 	 


    

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      C

    


    DISBURSEMENT
      REQUEST

    


    Pursuant
      to that certain Escrow Agreement by and among China New Energy Group Company,
      The China Hand Fund I, LLC and Escrow, LLC., China New Energy Group Company
      and
      The China Hand Fund I, LLC hereby request disbursement of funds in the amount
      and manner described below from Cardinal Bank account number _____________,
      styled Escrow, LLC Escrow Account.

    


    
      	
              Please
                disburse to:

            	 	 
	 	 	 
	
              Amount
                to disburse:

            	 	 
	 	 	 
	
              Form
                of distribution:

            	 	 
	 	 	 
	
              Payee:

            	 	 
	
              Name:

            	 	 
	
              Address:

            	 	 
	
              City/State:

            	 	 
	
              Zip:

            	 	 
	 	 	 
	
              Bank:

            	 	 
	 	 	 
	 	 	 


    

    


    
      	 	
              Statement
                of event or condition which calls for this request for
                disbursement:

            	 
	 	 	 
	 	 	 


    

     

    Disbursement
      approved by:

     

    China
      New Energy Group Company

    


    
      	 	 	 
	
              (Signature)

            	 	
              Date

            


    

    


    The
      China Hand Fund I, LLC

    


    
      	 	 	 
	
              (Signature)

            	 	
              Date

            

 

    
      
        
        

      

      
        11