Upon  certain  terms,  and  subject  to  the conditions set forth in the within,
PortaltoChina.com, Inc. (hereinafter the "Company") has agreed to issue and sell
to  such Investors as may subscribe, on the closing date, up to 2,500,000 Shares
at  an  Offering  Price  of  $0.10  per  share.

The  subscribing  investors  are  required  to  deposit  certain  funds or other
property into escrow to facilitate consummation of the transactions contemplated
by  such  agreement. Investors subscribe to the company's offering by completing
and  signing  the  subscription  agreement  and  delivering  it,  prior  to  the
expiration  date, _________________________, to the Transfer Agent. The Transfer
Agent  sends  each  Subscription  Agreement to the Company for its acceptance or
rejection.  Provided  the  Company  accepts  the  Subscription  Agreement  so
submitted,  the  Transfer  Agent accepts into escrow the funds or other property
received  together  with  the  Subscription Agreement. The subscription price of
$0.10 per Share (minimum 625,000 Shares) must be paid in cash or cash equivalent
by  check,  bank  draft, postal express or other means of exchange acceptable to
the  Company,  at  its sole and exclusive discretion, and must be denominated in
United  States  dollars.  Subscriptions may not be withdrawn once made except as
provided  by  state  securities  law.  As  stated in the Subscription Agreement:

THE  UNDERSIGNED  HEREBY  ACKNOWLEDGES  AND  AGREES  THAT,  EXCEPT  AS  MAY  BE
SPECIFICALLY  PROVIDED  HEREIN,  THE  UNDERSIGNED  IS  NOT ENTITLED TO WITHDRAW,
TERMINATE  OR  REVOKE  HIS  SUBSCRIPTION.

In  accordance  with  the  terms and subject to the conditions specified in this
Escrow  Agreement,  Transfer  Online, Inc., in its capacity as escrow agent (the
"Escrow Agent"), is hereby authorized and directed to accept the delivery and to
hold  in  escrow  the  following:

Such  cash  or  cash  equivalents  as may be remitted together with Subscription
Agreements executed by the Investors, once the said Subscription Agreements have
been accepted by the Company, to a minimum of $62,500 and a maximum of $125,000.
As  stated  above,  said  minimum  and  maximum  may  include  cash  equivalents
including,  without  limitation,  credits  toward  equipment  necessary  for the
Company's  operation,  which  shall  be  determined  at  the  Company's sole and
exclusive  discretion.

1.     The Escrow Agent shall notify the Company of its receipt from subscribing
investors  of  the Subscription Agreement together with funds or equivalents and
will  deposit cash proceeds, and otherwise safeguard equivalents, in escrow once
the  Company has accepted the relevant Subscription Agreement. When the terms of
the  escrow  have  been  satisfied,  the Escrow Agent shall release the escrowed
funds,  less any fees, to or upon the order of the Company and issue and release
the  stock  certificates  to  the  investors  or  their  designees.

If  at any time the Company notifies the Escrow Agent that the conditions of the
offering  have  not  been satisfied, then the Escrow Agent promptly shall return
the  Escrowed  funds and equivalents to the investor(s).  The Escrow Agent shall
deposit  all  cash  received  hereunder in the Escrow Agent's escrow account at:

Transfer Online Escrow
ABA#_________________
Account #______________
For the Account of:  PortaltoChina.com

In  the  case of a dispute, the escrow Agent shall release from escrow hereunder
the  escrowed property to the parties to the extent such is set forth in a final
judgment  or  order of a court of competent jurisdiction, certified by the clerk
of  such court or other appropriate official; provided that the Escrow Agent has
received  from each party an opinion of counsel, acceptable to the Escrow Agent,
to  the  effect  that  such  judgment  or  order  is  final.

2.     The  Escrow  Agent  shall  be  entitled  to rely upon, and shall be fully
protected  from  all  liability,  loss,  cost,  damage  or  expense in acting or
omitting  to  act  pursuant  to any instruction, order, judgment, certification,
affidavit,  demand, notice, opinion, instrument or other writing delivered to it
hereunder without being required to determine the authenticity of such document,
the correctness of any fact stated therein, the propriety of the service thereof
or  the  capacity,  identity  or  authority  of  any party purporting to sign or
deliver  such  document.

3.     The  duties of the Escrow Agent are only as herein specifically provided,
and  are  purely  ministerial  in  nature.  The  Escrow  Agent  shall neither be
responsible  for  or  under, nor chargeable with any knowledge of, the terms and
conditions of any other agreement, instrument or document in connection herewith
and  shall  be  required  to  act  in  respect  of the Escrowed Property only as
provided  in  these Escrow Instructions. These Escrow Instructions set forth all
the  obligations  of  the  Escrow  Agent  with  respect  to  any and all matters
pertinent  to the escrow contemplated hereunder and no additional obligations of
the  Escrow  Agent shall be implied from the terms hereof or any other agreement
or  instrument. The Escrow Agent shall incur no liability in connection with the
discharge  of  its  obligations  hereunder or otherwise in connection therewith,
except  such  liability as may arise from gross negligence or willful misconduct
of  the  Escrow  Agent.

4.     The Escrow Agent may consult with counsel of its choice, and shall not be
liable  for  any  action  taken  or  omitted  to be taken by the Escrow Agent in
accordance  with  the  advise  of  such  counsel.

5.     The  Escrow Agent shall not be bound by any modification, cancellation or
rescission  of  these  Escrow  Instructions  unless in writing and signed by the
Escrow  Agent  and  the  Company.

6.     The  Company  agrees  to reimburse the Escrow Agent for, and to indemnify
and  hold  harmless  the Escrow Agent from, against and with respect to, any and
all  loss,  liability, damage, claim or expense that the Escrow Agent may suffer
or  incur  in  connection  with  agreeing  to  these Escrow Instructions and the
performance  of  its obligations hereunder or otherwise in connection therewith,
except  to the extent such loss, liability, damage, claim or expense arises from
the gross negligence or willful misconduct of the Escrow Agent. The Escrow Agent
shall be reimbursed for the reasonable cost of all legal fees and costs incurred
by  it  in  acting  as  the  Escrow  Agent  hereunder.

7.     The Escrow Agent and any successor escrow agent may at any time resign as
such by delivering the Escrowed Property to either i) any successor escrow agent
designated  in  writing  by the parties hereto or ii) any court having competent
jurisdiction.  Upon  its  resignation  and delivery of the Escrowed Property the
Escrow  Agent  shall be discharged of, and from, any and all further obligations
arising in connection with the escrow contemplated by these Escrow Instructions.

8.     If  the  Escrow Agent requires any further instruments or instructions to
effectuate  these  Escrow  Instructions  or  obligations  in respect hereof, the
necessary  parties  hereto  shall  join  in  furnishing  the  same.

9.     The  Escrow  Agent  shall have the right to represent any party hereto in
any  dispute between the parties hereto with respect to the Escrowed property or
otherwise.

10.     These  Escrow Instructions shall inure to the benefit of, and be binding
upon,  the  parties  hereto and their respective successors and assigns. Nothing
contained  herein,  express  or  implied,  shall  give to anyone, other than the
parties  hereto  and  their  respective  permitted  successors  and assigns, any
benefit,  or  any legal or equitable right, remedy or claim, under or in respect
of  this  Agreement  or  the  escrow  contemplated  hereby.

11.     All  notices  and  other communications shall be in writing and shall be
deemed  to have been given when delivered by hand or upon receipt when mailed by
registered  or  certified  mail  or  some  form  of  express  delivery  service.

If to the Escrow Agent to:

Transfer Online, Inc.
227 SW Pine Street
Suite 300
Portland, OR 97204

Attn: Lori Livingston
---------------------

If to the Company to:

PortaltoChina.com
1802-888 Pacific Street
Vancouver, BC  V6Z 2S6

Attn:  Paul Fong
----------------

If to Investors, at the address set forth on the signature pages to the
Subscription Agreement.

12.     These  Escrow  Instructions  shall  be  governed  by  and  construed and
enforced in accordance with the laws of the State of Oregon. All actions against
the  Escrow  Agent  arising under or relating to this agreement shall be brought
against  the  Escrow  Agent  exclusively  in  the appropriate court in Multnomah
County,  State  of  Oregon.

13.     TO  THE  FULL EXTENT PERMITTED BY LAW, EACH OF THE PARTIES HERETO HEREBY
KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES THE RIGHT IT MAY HAVE TO A TRIAL
BY  JURY  IN RESPECT OF ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER OR
IN  CONNECTION  WITH THESE ESCROW INSTRUCTIONS, OR ANY COURSE OF CONDUCT, COURSE
OF  DEALING STATEMENTS (WHETHER ORAL OR WRITTEN) OR ACTIONS OF ANY PARTY HERETO,
THIS  PROVISION IS A MATERIAL INDUCEMENT FOR THE ESCROW AGENT ENTERING INTO THIS
AGREEMENT.

14.     These Escrow Instructions may be executed in counterparts, each of which
shall  constitute  an  integral  original  part  of  one  and  the same original
instrument.

15.     The  rights  of  the  Escrow  Agent  contained herein, including without
limitation  the  right  to indemnification, shall survive the resignation of the
Escrow  Agent  and  the  termination  of  the  escrow  contemplated  hereunder.

16.     The  Company  and  the  Escrow  Agent  have  agreed to the following fee
schedule:

Escrow Agent Fee$2,500.00

Processing each return of Investment, if necessary$5.00

TERMS OF PROPOSAL

  Escrow fee is payable in advance and will run for the full term of the
Agreement

  Out-of-pocket expenses such as stationery, postage, and mailing will be
charged to your account. Any additional services will be charged at a rate
mutually agreed upon rate.

  Separate charges not covered herein, will be based on an analysis and
appraisal of the services rendered.

IN WITNESS WHEREOF, the parties hereto have caused these Escrow Instructions to
be duly executed as of the date shown below.


PORTALTOCHINA.COM, INC.


By:
Name:    Paul Fong
Title:    President
Date:


TRANSFER ONLINE, INC


By:
Name:     Lori Livingston
Title:     President
Date: