Exhibit
      10.6

    


    SECURITIES
      ESCROW AGREEMENT

     

    THIS
      SECURITIES ESCROW AGREEMENT, dated as of February __, 2008 (this
“Agreement”),
      by
      and among CHINA RESOURCES LTD., a Delaware corporation (the “Company”),
      the
      undersigned parties listed under “Insiders” on the signature page hereto
      (collectively, the “Insiders”)
      and
      AMERICAN STOCK TRANSFER & TRUST COMPANY, a New York corporation (the
“Escrow
      Agent”).

     

    WHEREAS,
      the Company has entered into an Underwriting Agreement, dated February ____,
      2008 (“Underwriting
      Agreement”),
      with
      Maxim Group LLC (“Maxim”
or
      the
“Representative”) acting as representative of the several underwriters
      (collectively, the “Underwriters”),
      pursuant to which, among other matters, the Underwriters have agreed to purchase
      up to 4,000,000 units (the “Units”)
      of the
      Company’s securities.  Each Unit consists of one share of the Company’s
      common stock, par value $0.0001 per share, and one Warrant, each Warrant to
      purchase one share of Common Stock, all as more fully described in the Company’s
      final Prospectus, dated February __, 2008 (the “Prospectus”),
      comprising part of the Company’s Registration Statement on Form S-1
      (File No. 333-145901) under the Securities Act of 1933, as amended
      (the “Registration
      Statement”),
      declared effective on February __, 2008 (the “Effective
      Date”); 

     

    WHEREAS,
      the Company has sold an aggregate of 2,600,000 warrants (the “Insider Warrants”)
      in a private placement to certain Insiders pursuant to Regulation S or
      Regulation D under the Securities Act of 1933, as amended;

     

    WHEREAS,
      the Insiders have agreed as a condition of the sale of the Units to deposit
      in
      escrow with the Escrow Agent the shares of Common Stock (the “Insider Shares”)
      and Insider Warrants owned by them which are set forth opposite their respective
      names on Exhibit
      A
      attached
      hereto (the “Escrow
      Securities”),
      as
      hereinafter provided; and

     

    WHEREAS,
      the Company and the Insiders desire that the Escrow Agent accept the Escrow
      Securities, in escrow, to be held and disbursed as hereinafter
      provided.

     

    NOW,
      THEREFORE, in consideration of the premises and the mutual covenants,
      representations and warranties contained herein and intending to be legally
      bound hereby, the parties hereto agree as follows:

     

    1. Appointment
      of Escrow Agent. 
      The Company and the Insiders hereby appoint the Escrow Agent to act in
      accordance with and subject to the terms of this Agreement, and the Escrow
      Agent
      hereby accepts such appointment and agrees to act in accordance with and subject
      to such terms.

     

    2. Deposit
      of Escrow Securities. 
      On or before the Effective Date, each of the Insiders shall deliver to the
      Escrow Agent certificates representing his or her respective Escrow Securities,
      to be held and disbursed subject to the terms and conditions of this
      Agreement.  Each Initial Stockholder acknowledges that the certificate
      representing his or her Escrow Securities is legended to reflect the deposit
      of
      such Escrow Securities under this Agreement.

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    3. Disbursement
      of the Escrow Securities.

     

    3.1 Except
      as
      set forth herein and in Section 3.2 below, the Escrow Agent shall hold, on
      the
      terms and subject to the conditions set forth herein, (x) the Insider Shares
      until the earlier of (a) the first anniversary of the consummation of a Business
      Combination (as that term is defined in the Prospectus) by the Company and
      (b)
      the third anniversary of the Effective Date (the “Insider
      Shares Escrow
      Period”),
      and
      (y) the Insider Warrants until the consummation of a Business Combination by
      the
      Company, on which date it shall, upon written instructions from the Chief
      Executive Officer or Chief Financial Officer of the Company, in form reasonably
      acceptable to the Escrow Agent, disburse to the Insiders their Escrow
      Securities; provided, however, that if the Escrow Agent is notified by the
      Company pursuant to Section 6.7 hereof that the Company is being liquidated
      at any time during the Escrow Period, then the Escrow Agent shall promptly
      destroy the certificates representing the Escrow Securities. and; provided
      further, that if, after the Company consummates a Business Combination, it
      (or
      the surviving entity) subsequently consummates a liquidation, merger, stock
      exchange or other similar transaction which results in all of the stockholders
      of such entity having the right to exchange their shares of Common Stock for
      cash, securities or other property, then the Escrow Agent will, upon receipt
      of
      a certificate, executed by the Chief Executive Officer or Chief Financial
      Officer of the Company, in form reasonably acceptable to the Escrow Agent,
      that
      such transaction is then being consummated, release the Escrow Securities to
      the
      Insiders upon consummation of the transaction so that they can similarly
      participate. The Escrow Agent shall have no further duties hereunder after
      the
      disbursement or destruction of the Escrow Securities in accordance with this
      Section 3.

     

    3.2 Upon
      written instructions from the Company advising that a Business Combination
      has
      been consummated and that one or more of the public stockholders has determined
      to exercise the right to redeem their shares for cash described in the
      Registration Statement, the Escrow Agent will release and deliver to the Company
      for cancellation on a pro rata basis certificates representing that number
      of
      escrow shares of Common Stock (not to exceed 100,000 in the aggregate) which
      is
      equal to the quotient obtained by dividing (i) the total number of shares
      redeemed by (ii) 14. By way of illustration, for each 14 shares redeemed, up
      to
      100,000 shares, one share of Common Stock will be surrendered for cancellation.
      Such instructions set forth both the number of shares the Company is redeeming
      and the number of shares of Common Stock to be delivered to the Company for
      cancellation.

     

    4. Rights
      of Insiders in Escrow Securities.

     

    4.1 Voting
      Rights as a Stockholder. 
      Subject to the terms of the Insider Letter described in Section 4.4 hereof,
      and except as herein provided, the Insiders shall retain all of their rights
      as
      stockholders of the Company during the Escrow Period, including, without
      limitation, the right to vote their Escrow Securities.

     

    4.2 Dividends
      and Other Distributions in Respect of the Escrow Securities. 
      During the Escrow Period, all dividends payable in cash with respect to the
      Escrow Securities shall be paid to the Insiders, but all dividends payable
      in
      stock or other non-cash property (the “Non-Cash
      Dividends”)
      shall
      be delivered to the Escrow Agent to hold in accordance with the terms
      hereof.  As used herein, the term “Escrow Securities” shall be deemed to
      include the Non-Cash Dividends distributed thereon, if any.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    4.3 Restrictions
      on Transfer . 
      Except as set forth in Section 3.2, during the Escrow Period, no sale, transfer
      or other disposition may be made of any or all of the Escrow Securities except,
      with respect to (a) an entity that is an Initial Stockholder, to any person
      or
      entity controlling, controlled by, or under common control with, such Initial
      Stockholder, and (b) with respect to an Initial Stockholder who is an
      individual, (i) to an entity controlled by such Initial Stockholder or to a
      member of Initial Stockholder’s immediate family or to a trust, the beneficiary
      of which is an Initial Stockholder or a person related to an Initial
      Stockholder’s by blood, marriage or adoption, or (ii) by virtue of the laws of
      descent and distribution upon death of any Initial Stockholder; provided,
      however,
      that
      such permissive transfers may be implemented only upon the respective
      transferee’s written agreement to be bound by the terms and conditions of this
      Agreement and of the Insider Letter signed by the Initial Stockholder
      transferring the Escrow Securities.  During the Escrow Period, no Initial
      Stockholder shall pledge or grant a security interest in his, her or its Escrow
      Securities or grant a security interest in his, her or its rights under this
      Agreement.

     

    4.4 Insider
      Letters. 
      Each of the Insiders has executed a letter agreement with the Representatives
      and the Company, dated as indicated on Exhibit A
      hereto,
      and which is filed as an exhibit to the Registration Statement (“Insider
      Letter”),
      respecting the rights and obligations of such Initial Stockholder in certain
      events, including, but not limited to, the liquidation of the
      Company.

     

    5. Concerning
      the Escrow Agent.

     

    5.1 Good
      Faith Reliance. 
      The Escrow Agent shall not be liable for any action taken or omitted by it
      in
      good faith and in the exercise of its own best judgment, and may rely
      conclusively and shall be protected in 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 notice or demand, or any waiver, modification,
      termination or rescission of this Agreement unless evidenced by a writing
      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 have given
      its prior written consent thereto.

     

    5.2 Indemnification. 
      The Escrow Agent shall be indemnified and held harmless by the Company from
      and
      against any expenses, including counsel fees and disbursements, or loss suffered
      by the Escrow Agent in connection with any action, suit or other proceeding
      involving any claim which in any way, directly or indirectly, arises out of
      or
      relates to this Agreement, the services of the Escrow Agent hereunder, or the
      Escrow Securities held by it hereunder, other than expenses or losses arising
      from the gross negligence or willful misconduct of the Escrow Agent. 
Promptly after the receipt by the Escrow Agent of notice of any demand or claim
      or the commencement of any action, suit or proceeding, the Escrow Agent shall
      notify the other parties hereto in writing.  In the event of the receipt of
      such notice, the Escrow Agent, in its sole discretion, may commence an action
      in
      the nature of interpleader in an appropriate court to determine ownership or
      disposition of the Escrow Securities or it may deposit the Escrow Securities
      with the clerk of any appropriate court or it may retain the Escrow Securities
      pending receipt of a final, non-appealable order of a court having jurisdiction
      over all of the parties hereto directing to whom and under what circumstances
      the Escrow Securities are to be disbursed and delivered.  The provisions of
      this Section 5.2 shall survive in the event the Escrow Agent resigns or is
      discharged pursuant to Sections 5.5 or 5.6 below.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    5.3 Compensation. 
      The Escrow Agent shall be entitled to reasonable compensation from the Company
      for all services rendered by it hereunder.  The Escrow Agent shall also be
      entitled to reimbursement from the Company for all expenses paid or incurred
      by
      it in the administration of its duties hereunder including, but not limited
      to,
      all legal counsel and agents’ fees and disbursements and all taxes or other
      governmental charges.

     

    5.4 Further
      Assurances. 
      From time to time, on and after the date hereof, the Company and the Insiders
      shall deliver, or cause to be delivered, to the Escrow Agent such further
      documents and instruments and shall do or cause to be done such further acts
      as
      the Escrow Agent shall reasonably request to carry out more effectively the
      provisions and purposes of this Agreement, to evidence compliance herewith
      or to
      assure itself that it is protected in acting hereunder.

     

    5.5 Resignation. 
      The Escrow Agent may resign at any time and be discharged from its duties as
      escrow agent hereunder by its giving the other parties hereto written notice
      and
      such resignation shall become effective as hereinafter provided.  Such
      resignation shall become effective at such time that the Escrow Agent shall
      turn
      over to a successor escrow agent appointed by the Company, the Escrow Securities
      held hereunder.  If no new escrow agent is so appointed within the sixty
      (60) day period following the giving of such notice of resignation, the Escrow
      Agent may deposit the Escrow Securities with any court it reasonably deems
      appropriate.

     

    5.6 Discharge
      of Escrow Agent. 
      The Escrow Agent shall resign and be discharged from its duties as escrow agent
      hereunder if so requested in writing at any time by the Company and a majority
      of the Insiders, jointly; provided, however, that such resignation shall become
      effective only upon acceptance of appointment by a successor escrow agent as
      provided in Section 5.5.

     

    5.7 Liability. 
      Notwithstanding anything herein to the contrary, the Escrow Agent shall not
      be
      relieved from liability hereunder for its own gross negligence or its own
      willful misconduct.

     

    6. Miscellaneous.

     

    6.1 Governing
      Law. 
      This Agreement shall for all purposes be deemed to be made under and shall
      be
      construed in accordance with the laws of the New York.

     

    6.2 Third
      Party Beneficiaries. 
      Each of the Insiders hereby acknowledges that the Underwriters are third-party
      beneficiaries of this Agreement and this Agreement may not be modified or
      changed without the prior written consent of the Representatives.

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    6.3 Entire
      Agreement. 
      This Agreement contains the entire agreement of the parties hereto with respect
      to the subject matter hereof and, except as expressly provided herein, may
      not
      be changed or modified except by an instrument in writing signed by the party
      to
      be charged and by the Representatives.

     

    6.4 Headings. 
      The headings contained in this Agreement are for reference purposes only and
      shall not affect in any way the meaning or interpretation thereof.

     

    6.5 Binding
      Effect. 
      This Agreement shall be binding upon and inure to the benefit of the respective
      parties hereto and their legal representatives, successors and
      assigns.

     

    6.6 Notices. 
      Any notice or other communication required or which may be given hereunder
      shall
      be in writing and either be delivered personally or be mailed, certified or
      registered mail, or by private national courier service, return receipt
      requested, postage prepaid, and shall be deemed given when so delivered
      personally or, if mailed, two days after the date of mailing, as
      follows:

     

    If
      to the
      Company, to:

     

    China
      Resources Ltd.

    Room
      921,
      Block A, Golden Central Tower, Jintian Road

    Futian
      District, Shenzhen, P.R. China

    , 
Attn:  
      Chief Executive Officer

    


    If
      to an
      Insider, to the address set forth in Exhibit
      A;

     

    And
      if to
      the Escrow Agent, to:

     

    American
      Stock Transfer & Trust Company

    59
      Maiden
      Lane

    New
      York,
      New York 10038

    Attn:
      Herb Lemmer, Vice President

    


    A
      copy of
      any notice sent hereunder shall be sent to:

     

    Maxim
      Group, LLC

    405
      Lexington Avenue

    New
      York,
      New York 10174

    Attn:   Clifford
      A. Teller, Director of Investment Banking

    and:

     

    Ellenoff
      Grossman & Schole LLP

    370
      Lexington Avenue

    New
      York,
      New York 10017

    Attn:
      Douglas S. Ellenoff, Esq.

     

    and:

     

    Eaton
      & Van Winkle LLP

    Three
      Park Avenue , 16th
      floor

    New
      York,
      New York 10016

    Attn:
      Vincent J. McGill, Esq.

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

    
 

    The
      parties may change the persons and addresses to which the notices or other
      communications are to be sent by giving written notice to any such change in
      the
      manner provided herein for giving notice.

     

    6.7 Liquidation
      of Company.
      The
      Company shall give the Escrow Agent written notification of the liquidation
      and
      dissolution of the Company in the event that the Company fails to consummate
      a
      Business Combination within the time period(s) specified in the
      Prospectus.

     

    6.8 Counterparts.
      This
      Agreement may be executed in several counterparts, each one of which may be
      delivered by facsimile transmission and each of which shall constitute an
      original, and together shall constitute but one instrument.

     

    (Remainder
      of page intentionally left blank. Signature page to follow.)

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    


    


    IN
      WITNESS WHEREOF, the undersigned have executed this Agreement as of the date
      first written above. 

    
      	 	 	 
	 	
              CHINA
                RESOURCES LTD.

            
	 
 	 
 	 
 
	 	By:  	 
	 	
              
Name:
              Fuzu Zeng
	 	
              Title:
                Chief Executive Officer

            


    

     

    
      
        	 	 	 
	 	
                INSIDERS:

              
	 
 	 
 	 
 
	
              	
                
                  

                

                :
                  Fuzu Zeng 

              
	 	 
	 	 
	 	
                

                Brian
                  Baiping Shen

              


      

       

      
        	
              	
                :

              	 
	 	
                Gemore
                  & Co., Ltd.

              
	 
 	 
 	 
 
	 	By:  	 
	 	 	
                

                Brian
                  Baiping Shen

              
	 	 	 
	 	 	 
	 	
                

                Gerald
                  Nugawela

              


      

    

     

    
      	 	 	 
	 	MMK Capital Pte Ltd.
	 	By:  	 
	 	 	
              
                

              

              Mary
                Kwan

            
	 	 	 
	 	
              

              Frederick
                Smithline

            
	 	 	 
	 	 	 
	 	
              
                

              

              Glenn
                Richmond

            


    

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    
      	
              American
                Stock Transfer & Trust Company

            	 	 	 
	 	 	 	 
	
              By:

            	 	 	 
	
              
                

              

              Name:

            	 	 	
            
	
              Title:


            	 	 	 


    

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

     

    EXHIBIT
      A


     

    
      	
              Name
                and Address

            	 	
              Shares
                (#)

            	 	
              Certificate
                No.

            	 	
              Warrants
                (#).

            	 	
               

              Date
                of Insider Letter

            	 
	 	 	 	 	 	 	 	 	 	 
	
              Fuzu
                Zeng 

              Shen
                Zhen China Jia Yue Trading Co., Ltd., Room 921, Block A, Golden Central
                Tower, Jintian Road, Futian District, Shenzhen, P.R. China.

            	 	 	
              500,000

            	 	 	 	 	 	
              1,100,000

            	 	 	
              February
                _, 2008

            	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
              Brian
                Baiping Shen

              Shen
                Zhen China Jia Yue Trading Co., Ltd., Room 921, Block A, Golden Central
                Tower, Jintian Road, Futian District, Shenzhen, P.R. China.

            	 	 	
              200,000

            	 	 	
            	 	 	 	 	 	
              February
                _, 2008

            	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
              Gemore
                & Co., Ltd.

               

              Room
                1704, Jubilee Centre, 18 Fenwick Road, Wan Chai, Hong
                Kong

            	 	 	 	 	 	 	 	 	
              1,000,000

            	 	 	
              February
                _, 2008

            	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
              Gerald
                Nugawela

              PO
                Box 107 Floreat Park 

              Western
                Australia 6014

            	 	 	
              100,000

            	 	 	 	 	 	 	 	 	
              February
                _, 2008

            	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
              MMK
                Capital Pte Ltd. 

              c/o
                Gerald Nugawela

              PO
                Box 107 Floreat Park 

              Western
                Australia 6014

            	 	 	 	 	 	 	 	 	
              250,000

            	 	 	February
              _,
              2008	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
              
              

              Frederick
                Smithline

              Three
                Park Avenue, 16th Floor

              New
                York, New York 10016

            	 	 	
              
              

              
              

              
              

              
              

              
              

              
              

              75,000

            	 	 	 	 	 	
            	 	 	
               

              
              

              
              

              
              

              
              

              
              

              February
                _, 2008

            	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
              Glenn
                Richmond

              c/o
                Guiying Guo

              136-40
                39th Avenue, #501

              Flushing
                NY 11354

            	 	 	
              125,000

            	 	 	 	 	 	
              250,000

            	 	 	
              February
                _, 2008

            	 


    

     

    
      
        
        

      

      
        9