ESCROW
      AGREEMENT

     

    This
      Escrow Agreement is made and entered into as of the ____ day of _________,
      _____, by and among ANDERSON & STRUDWICK, INCORPORATED, a Virginia
      corporation (the “Underwriter”), SINO-GLOBAL SHIPPING AMERICA, LTD., a Virginia
      corporation (the “Company”) and SUNTRUST BANK, N.A. (the “Escrow
      Agent”).

    


    RECITALS:

    


    A. The
      Company proposes to sell a minimum of __________ ordinary shares and a maximum
      of __________ ordinary shares (the “Shares”) of the Company at a price of $____
      per share (the “Offering”).

    


    B. The
      Company has retained the Underwriter, as agent for the Company on a best
      efforts, minimum-maximum basis, to sell the Shares in the Offering, and the
      Underwriter has agreed to sell the shares in the Offering as the Company’s agent
      on a best efforts minimum-maximum basis.

    


    C. The
      Escrow Agent is willing to hold the proceeds of the Offering in escrow pursuant
      to this Agreement.

    


    NOW,
      THEREFORE, in consideration of the foregoing and the mutual covenants and
      agreements contained in this Agreement, it is hereby agreed as
      follows:

    


    1. Establishment
      of the Escrow Agent.
      Contemporaneously herewith, the parties have established a non-interest-bearing
      account with the Escrow Agent, which escrow account is entitled “Sino-Global
      Shipping America, Ltd. IPO Escrow Account” (the “Escrow Account”). The
      Underwriter will transfer funds directly to the Escrow Agent as directed by
      its
      customers and will instruct other purchasers of the Shares to make checks
      payable to “SunTrust Bank - Sino-Global Shipping America, Ltd. IPO Escrow
      Account.”

    


    2. Escrow
      Period.
      The
      escrow period (the “Escrow Period”) shall begin with the commencement of the
      Offering and shall terminate upon the earlier to occur of the following
      dates:

    


    (a) the
      date
      on which the Escrow Agent confirms that it has received in the Escrow Account
      gross proceeds of $8,750,000 (the “Maximum”);

    


    (b) June
      1,
      2008;

    


    (c) the
      date
      on which the Underwriter and the Company notify the Escrow Agent that the
      Offering has been terminated in writing.

    


    During
      the Escrow Period, the Company is aware and understands that it is not entitled
      to any funds received into escrow and no amounts deposited in the Escrow Account
      shall become the property of the Company or any other entity, or be subject
      to
      the debts of the Company or any other entity.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    3. Deposits
      into the Escrow Account.
      The
      Underwriter agrees that it shall deliver to the Escrow Agent for deposit in
      the
      Escrow Account all monies received from purchasers of the Shares by noon of
      the
      next business day after receipt together with a written account of each sale,
      which account shall set forth, among other things, (i) the purchaser’s name and
      address, (ii) the number of Shares purchased by the purchaser, (iii) the amount
      paid therefor by the purchaser, (iv) whether the consideration received from
      the
      purchaser was in the form of a check, draft or money order, and (v) the
      purchaser’s social security or tax identification number. The Escrow Agent
      agrees to hold all monies so deposited in the Escrow Account (the “Escrow
      Amount”) for the benefit of the parties hereto until authorized to disburse such
      monies under the terms of this Agreement.

    


    4. Disbursements
      from the Escrow Account.
      In the
      event the Escrow Agent does not receive minimum deposits totaling $6,750,000
      prior to the termination of the Escrow Period, or if the Underwriter and the
      Company notify the Escrow Agent that the Offering has been terminated, the
      Escrow Agent shall promptly refund to each purchaser the amount received from
      the purchaser, without deduction, penalty, or expense to the purchaser, and
      the
      Escrow Agent shall notify the Company and the Underwriter of its distribution
      of
      the funds. The purchase money returned to each purchaser shall be free and
      clear
      of any and all claims of the Company or any of its creditors.

    


    In
      the
      event the Escrow Agent does receive minimum deposits totaling $6,750,000 prior
      to termination of the Escrow Period, on the date of Closing, the Escrow Agent
      shall disburse the Escrow Amount pursuant to the provisions of Section 6,
provided,
      however,
      in no
      event will the Escrow Amount be released to the Company until such amount is
      received by the Escrow Agent in collected funds. For purposes of this Agreement,
      the term “collected funds” shall mean all funds, including fed funds, received
      by the Escrow Agent which have cleared normal banking channels.

    


    5. Collection
      Procedure.

    


    (a) The
      Escrow Agent is hereby authorized to deposit each check in the Escrow
      Account.

    


    (b) In
      the
      event any check paid by a purchaser and deposited in the Escrow Account shall
      be
      returned, the Escrow Agent shall notify the Underwriter by telephone of such
      occurrence and advise it of the name of the purchaser, the amount of the check
      returned, and any other pertinent information. The Escrow Agent shall then
      transmit the returned check directly to the purchaser and shall transmit the
      statement previously delivered by the Underwriter relating to such purchase
      to
      the Underwriter.

    


    (c) If
      the
      Company rejects any purchase of Shares for which the Escrow Agent has already
      collected funds, the Escrow Agent shall promptly issue a refund check to the
      rejected purchaser. If the Underwriter rejects any purchase for which the Escrow
      Agent has not yet collected funds but has submitted the purchaser’s check for
      collection, the Escrow Agent shall promptly issue a check in the amount of
      the
      purchaser’s check to the rejected purchaser after the Escrow Agent has cleared
      such funds. If the Escrow Agent has not yet submitted a rejected purchaser’s
      check for collection, the Escrow Agent shall promptly remit the purchaser’s
      check directly to the purchaser.

     

    
      
         

      

      
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    6. Delivery
      of Escrow Account.

    


    (a) Prior
      to
      the Closing (as defined in Section 8 of this Agreement), the Underwriter and
      the
      Company shall provide the Escrow Agent with a statement, executed by each party,
      containing the following information:

    


    (i) The
      total
      number of Shares sold by the Underwriter directly to purchasers and a list
      of
      each purchaser, and the number of Shares purchased by such purchaser, and
      specification of the manner in which the Shares should be issued;
      and

    


    (ii) A
      calculation by the Underwriter and the Company as to the manner in which the
      Escrow Account should be distributed to the Company and the Underwriter and
      in
      the event of oversubscription or rejection of certain purchasers, the aggregate
      amount to be returned to individual purchasers and a listing of the exact amount
      to be returned to each such purchaser.

    


    The
      Escrow Agent shall hold the Escrow Account and distribute it in accordance
      with
      the above-described statement on the date of Closing or such later date that
      it
      receives the above-described statement.

    


    (b) Upon
      termination of the Offering by the Company or the Underwriter for any reason,
      the Escrow Agent shall return to the purchasers who contributed to the Escrow
      Account the exact amount contributed by them.

    


    7. Investment
      of Escrow Account.
      The
      Escrow Agent shall deposit funds received from purchasers in the Escrow Account,
      which shall be a non-interest-bearing bank account at SunTrust
      Bank.

    


    8. Closing
      Date.
      The
“Closing” shall be the date of closing of the Offering, and the “Closing Date”
shall be the date on or subsequent to the date on which the Escrow Agent has
      received minimum deposits of at least $6,750,000 in collected funds that is
      designated to the Escrow Agent by the Underwriter and the Company as the Closing
      Date.

    


    9. Compensation
      of Escrow Agent.
      The
      Company shall pay the Escrow Agent a fee for its services hereunder in an amount
      equal to __________ Dollars ($__________), which amount shall paid on the
      Closing Date. In the event the Offering is canceled for any reason, the Company
      shall pay the Escrow Agent its fee within ten (10) days after the Escrow Amount
      is refunded to purchasers. No such fee or any other monies whatsoever shall
      be
      paid out of or chargeable to the funds on deposit in the Escrow
      Account.

     

    
      
         

      

      
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    10. Disbursement
      Into Court.
      If, at
      any time, there shall exist any dispute between the Company, the Underwriter
      and/or the purchasers with respect to the holding or disposition of any portion
      of the Escrow Amount or any other obligations of the Escrow Agent hereunder,
      or
      if at any time the Escrow Agent is unable to determine, to the Escrow Agent’s
      sole satisfaction, the proper disposition of any portion of the Escrow Amount
      or
      the Escrow Agent’s proper actions with respect to its obligations hereunder, or
      if the Company and the Underwriter have not within 30 days of the furnishing
      by
      the Escrow Agent of a notice of resignation appointed a successor Escrow Agent
      to act hereunder, then the Escrow Agent may, in its sole discretion, take either
      both of the following actions:

    


    (a) suspend
      the performance of any of its obligations under this Escrow Agreement until
      such
      dispute or uncertainty shall be resolved to the sole satisfaction of the Escrow
      Agent or until a successor Escrow Agent shall have been appointed (as the case
      my be); provided
      however,
      that
      the Escrow Agent shall continue to hold the Escrow Amount in accordance with
      Section 7 hereof; and/or

    


    (b) petition
      (by means of an interpleader action or any other appropriate method) any court
      of competent jurisdiction in Richmond, Virginia, for instructions with respect
      to such dispute or uncertainty, and pay into court all funds held by it in
      the
      Escrow Account for holding and disposition in accordance with the instructions
      of such court.

    


    The
      Escrow Agent shall have no liability to the Company, the Underwriter or any
      other person with respect to any such suspension of performance or disbursement
      into court, specifically including any liability or claimed liability that
      may
      arise, or be alleged to have arisen, out of or as a result of any delay in
      the
      disbursement of funds held in the Escrow Account or any delay in or with respect
      to any other action required or requested of the Escrow Agent.

    


    11. Duties
      and Rights of the Escrow Agent.
      The
      foregoing agreements and obligations of the Escrow Agent are subject to the
      following provisions:

    


    (a) The
      Escrow Agent’s duties hereunder are limited solely to the safekeeping of the
      Escrow Account in accordance with the terms of this Agreement. It is agreed
      that
      the duties of the Escrow Agent are only such as herein specifically provided,
      being purely of a ministerial nature, and the Escrow Agent shall incur no
      liability whatsoever except for negligence, willful misconduct or bad
      faith.

    


    (b) The
      Escrow Agent is authorized to rely on any document believed by the Escrow Agent
      to be authentic in making any delivery of the Escrow Account or the certificates
      representing the Shares. It shall have no responsibility for the genuineness
      or
      the validity of any document or any other item deposited with it and it shall
      be
      fully protected in acting in accordance with this Agreement or instructions
      received.

     

    
      
         

      

      
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    (c) The
      Company and the Underwriter hereby waive any suit, claim, demand or cause of
      action of any kind which they may have or may assert against the Escrow Agent
      arising out of or relating to the execution or performance by the Escrow Agent
      of this Agreement, unless such suit, claim, demand or cause of action is based
      upon the gross negligence, willful misconduct, or bad faith of the Escrow
      Agent.

    


    12. Notices.
      It if
      further agreed as follows:

    


    (a) All
      notices given hereunder will be in writing, served by registered or certified
      mail, return receipt requested, postage prepaid, or by hand-delivery, to the
      parties at the following addresses:

    


    to
      the
      Company:

    


    Sino-Global
      Shipping America, Ltd.

    36-09
      Main Street

    Suite
      9C-2

    Flushing,
      New York 11354

    Attention:
      Cao Lei, Chief Executive Officer

    Fax:
      (718) 888-1148

    


    with
      a
      copy to:

    


    Kang
      Da
      Law Office

    703
      CITIC
      Building

    Jianguomenwai
      Street

    Beijing
      China 100004

    Attention:
      Wendy Guo, Esq.

    Facsimile:
      (8610) 8526-2826

    


    To
      the
      Underwriter:

    


    Anderson
      & Strudwick, Incorporated

    707
      East
      Main Street, 20th
      Floor

    Richmond,
      Virginia 23219

    Attention:
      L. McCarthy Downs, III

    Facsimile:
      (804) 648-3404


    
      
         

      

      
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    with
      a
      copy to:

    


    Kaufman
      & Canoles, P.C.

    1051
      East
      Cary Street

    Suite
      1206

    Richmond,
      Virginia 23219

    Attention:
      Bradley A. Haneberg, Esq.

    Facsimile:
      (804) 771-5777

    


    To
      the
      Escrow Agent:

    


    SunTrust
      Bank

    919
      East
      Main Street

    10th
      Floor

    Richmond,
      Virginia 23219

    Attention:
         

    Facsimile:
      (804) _____-_______

    


    12. Miscellaneous.

    


    (a) This
      Agreement shall be binding upon, inure to the benefit of and be enforceable
      by
      the parties hereto and their respective successors and assigns.

    


    (b) If
      any
      provision of this Agreement shall be held invalid by any court of competent
      jurisdiction, such holding shall not invalidate any other provision
      hereof.

    


    (c) This
      Agreement shall be governed by the applicable laws of the Commonwealth of
      Virginia.

    


    (d) This
      Agreement may not be modified except in writing signed by the parties
      hereto.

    


    (e) All
      demands, notices, approvals, consents, requests and other communications
      hereunder shall be given in the manner provided in this Agreement.

    


    (f) This
      Agreement may be executed in one or more counterparts, an if executed in more
      than one counterpart, the executed counterparts shall together constitute a
      single instrument.


    
      
         

      

      
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    IN
      WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
      in
      their respective names, all as of the date first above written.

     

    
      	 	
              ANDERSON
                & STRUDWICK, INCORPORATED

            
	 	 	 
	 	 	 
	 	
              By:
                

            	                              
              
	 	 	
              L.
                McCarthy Downs, III

            
	 	 	
              Senior
                Vice President

            


    

    


    


    
      	 	
              SINO-GLOBAL
                SHIPPING AMERICA, LTD.

            
	 	 	 
	 	 	 
	 	
              By:
                

            	                     
              
	 	
              Name:

            	
              Cao
                Lei

            
	 	
              Title:

            	
              Chief
                Executive Officer

            
	 	 	 
	 	 	 
	 	
              SUNTRUST
                BANK

            
	 	 	 
	 	 	 
	 	
              By:

            	                     
                              
              
	 	
              Name:

            	                        
              
	 	
              Title:

            	              
              


    

    


    
      
         

      

      
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