exv10w44



 





Exhibit 10.44




AMENDMENT NO. 1 TO ESCROW AGREEMENT




     This Amendment No. 1 to Escrow Agreement is made this 10th day of August, 2007, by
and among AMDL, Inc., a Delaware corporation (“Buyer”), Jade Capital Group Limited, a British
Virgin Islands corporation (“Jade Capital”), Pearl King Global Limited (“Pearl King”), and Homing
Nominees Limited (“Homing”) (collectively Pearl King and Homing are referred to as “Shareholders”)
and Louis Taubman, Esquire (in his capacity as Escrow Holder hereunder, the “Escrow Holder”).



RECITALS




     This Amendment is being entered into in reference to the following facts:



     A. During the period after the execution of the Escrow Agreement dated as of September 28,
2007 (“Escrow Agreement”) and the date hereof, the China State Federal Drug Agency (“SFDA”) had
undergone significant changes in administration, including but not limited to, the death by
execution of the chairman of the SFDA, none of which changes could have been reasonably anticipated
by the parties to the Escrow Agreement at the time of execution thereof.



     B. Both Buyer and Jade Capital have proceeded diligently with the preparation and filing of
the SFDA application for approval of DR-70®, but some of the delays were attributable to
Buyer.



     C. In fairness to Jade Capital and its stockholders, Buyer has agreed to extend the date for
receipt of SFDA approval of DR-70® to March 28, 2008.



     NOW, THEREFORE, it is agreed as follows:



     1. Article 2 of the Escrow Agreement is amended and restated to read in full as follows:



“ARTICLE 2 — THE ESCROW




     The Escrow Holder shall disburse the Escrow Shares in accordance with the
following procedures:



     (a) If, before March 28, 2007, Jade Capital and/or the Shareholders shall
have demonstrated that People’s Republic of China State Federal Drug Agency or
other appropriate agency (“SFDA”) has issued a permit or the equivalent regulatory
approval for Buyer to sell and distribute DR-70® in the People’s Republic of China
without qualification (the “Approval to Market DR-70®”), in form and substance
satisfactory to Buyer, then the Escrow Holder shall promptly disburse the Escrow
Shares to Jade Capital and/or Shareholders, in such proportions as Jade Capital
shall instruct.



 









 





     (b) If Jade Capital has not notified Escrow Holder that the SFDA has issued
the Approval to Market DR-70® before March 28, 2008, or if Buyer disputes that the
purported approval is satisfactory, the Escrow Shares shall be delivered by Escrow
Holder to Buyer for cancellation.”



     2. All other provisions of the Escrow Agreement shall remain unchanged by this Amendment No.
1.



     IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed as of the date
and year first above written.





	 	 	 	 	 
	 	“BUYER” 





AMDL, INC., a Delaware corporation 

 	 
	 	By:  	/s/ Gary L. Dreher
 	 
	 	 	Gary L. Dreher, President       	 
	 	 	 	 
	 



	 	 	 	 	 
	 	Agreed and accepted: 



“ESCROW HOLDER” 

 	 
	 	/s/ Louis Taubman
 	 
	 	Louis Taubman, Esquire                   	 
	 	 	 
	 






	 	 	 	 	 
	 	“JADE CAPITAL” 





Jade Capital Group Limited, a British Virgin Islands corporation 

 	 
	 	By:  	/s/ Minghui Jia
 	 
	 	 	Minghui Jia, Managing Director         	 
	 	 	 	 
	 



	 	 	 	 	 
	 	“SHAREHOLDERS” 



PEARL KING GLOBAL LIMITED 

 	 
	 	By:  	
/s/  Minghui Jia
 	 
	 	 	Minghui Jia, Director                  	 
	 	 	 	 
	 



	 	 	 	 	 
	 	HOMING NOMINEES LIMITED 

 	 
	 	By:  	Benefit Capital Limited
 	 
	 	 	 	 
	 	 	 	 
	 



	 	 	 	 	 
	 	 	 
	 	By:  	/s/
 	 
	 	 	Authorized Officer                     	 
	 	 	 	 
	 









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