8888 Acquisition Corporation - Exhibit 10.3 - Filed by newsfilecorp.com






Exhibit 10.3 

MAKE GOOD ESCROW AGREEMENT

          This
Make Good Escrow Agreement (the “Make Good Agreement”), dated effective
as of October 19, 2010, is entered into by and among 8888 Acquisition
Corporation, a Nevada corporation (the “Company”), Guoqing Zhuang (the
“Make Good Pledgor”) and Securities Transfer Corporation, as escrow agent
(“Escrow Agent”).

          WHEREAS,
the Make Good Pledgor has agreed to place 7,492,154 shares of the Company’s
common stock, par value $0.0001 per share (the “Common Stock”) owned by
him into escrow for the benefit of each of the Glenn A. Little, Shiping Liu,
Advance Insight Ltd., a British Virgin Islands corporation, and the investors
participated in the private offering of securities of the Company pursuant to a
securities purchase agreement (the “Securities Purchase Agreement”),
dated the date of this Agreement (the “Investors”, together with Glenn A.
Little, Shiping Liu and Advance Insight Ltd., the “Make Good
Beneficiaries”) in the event the Company fails to satisfy certain financial
thresholds. 

          WHEREAS,
the Company and the Make Good Pledgor have agreed to establish an escrow on the
terms and conditions set forth in this Make Good Agreement;

          WHEREAS,
the Escrow Agent has agreed to act as escrow agent pursuant to the terms and
conditions of this Make Good Agreement; and

          WHEREAS,
all capitalized terms used but not defined herein which are defined in the
Securities Purchase Agreement shall have the respective meanings given to such
terms in the Securities Purchase Agreement;

          NOW,
THEREFORE, in consideration of the mutual promises of the parties and the terms
and conditions hereof, the parties hereby agree as follows:

1. Appointment of Escrow Agent. The Make Good Pledgor
and the Company hereby appoint Escrow Agent to act as Escrow Agent in accordance
with the terms and conditions set forth in this Make Good Agreement, and Escrow
Agent hereby accepts such appointment and agrees to act as Escrow Agent in
accordance with such terms and conditions.

2. Establishment of Escrow. Within five Trading Days
following the Closing, the Make Good Pledgor shall deliver, or cause to be
delivered, to the Escrow Agent certificates evidencing an aggregate of
7,492,154 shares of the Common Stock (the “Escrow Shares”), along
with stock powers executed in blank (or such other signed instrument of transfer
acceptable to the Company’s Transfer Agent). As used in this Make Good
Agreement, “Transfer Agent” means Securities Transfer Corporation, or
such other entity hereafter retained by the Company as its stock transfer agent
as specified in a writing from the Company to the Escrow Agent. The Make Good
Pledgor hereby irrevocably agrees that, other than in accordance with Section
4.7 of the Securities Purchase Agreement and this Make Good Agreement, the Make
Good Pledgor will not offer, pledge, sell, contract to sell, sell any option or
contract to purchase, purchase any option or contract to sell, grant any option,
right or warrant to purchase or otherwise transfer or dispose of, directly or
indirectly, or announce the offering of any of the Escrow Shares (including any securities convertible into, or exchangeable for, or
representing the rights to receive Escrow Shares). In furtherance thereof, the
Company will (x) place a stop order on all Escrow Shares which shall expire on
the date the Escrow Shares are delivered to the Make Good Beneficiaries or
returned to the Make Good Pledgor, (y) notify the Transfer Agent in writing of
the stop order and the restrictions on such Escrow Shares under this Make Good
Agreement and direct the Transfer Agent not to process any attempts by any Make
Good Pledgor to resell or transfer any Escrow Shares before the date the Escrow
Shares that should be delivered to the Make Good Beneficiaries are delivered to
the Make Good Beneficiaries or returned to the Make Good Pledgor, or otherwise
in violation of Section 4.7 of the Securities Purchase Agreement and this Make
Good Agreement. The Company shall notify the Make Good Beneficiaries as soon as
the Escrow Shares have been deposited with the Escrow Agent.





3. Representations of Make Good Pledgor. The Make
Good Pledgor (as to itself and its Escrowed Shares) hereby represents and
warrants to the Make Good Beneficiaries as follows:

(i) All of the Escrow Shares are validly issued, fully paid and
nonassessable shares of the Company, and free and clear of all Liens, except for
those imposed by the applicable U.S. federal and state securities laws. Upon any
transfer of Escrow Shares to the Make Good Beneficiaries hereunder, the Make
Good Beneficiaries will receive full right, title and authority to such shares
as holders of Common Stock free and clear of all Liens other than those imposed
by the applicable federal and state securities laws. 

(ii) Performance of this Make Good Agreement and
compliance with the provisions hereof will not violate any provision of any
applicable law and will not conflict with or result in any breach of any of the
terms, conditions or provisions of, or constitute a default under, or result in
the creation or imposition of any Lien upon any of the properties or assets of
the Make Good Pledgor pursuant to the terms of any indenture, mortgage, deed of
trust or other agreement or instrument binding upon Make Good Pledgor or such
properties or assets, other than such breaches, defaults or Liens which would
not have a material adverse effect taken as a whole. 

(iii) The Make Good Pledgor has carefully considered and
understands its obligations and rights under Section 4.7 of the Securities
Purchase Agreement and this Make Good Agreement, and in furtherance thereof (x)
has consulted with its legal and other advisors with respect thereto and (y)
hereby forever waives and agrees that it may not assert any equitable defenses
in any Proceeding involving the Escrow Shares. 

4. Disbursement of Escrow Shares.

         
a.           In the event that
the 2010 Reviewed ATNI (as defined below) reported in the Quarterly Report of
the Company for the fiscal period ending December 31, 2010, as filed with the
Commission on Form 10-Q (or such other form appropriate for such purpose as
promulgated by the Commission) (the “2010 Report”), is less than RMB
45,997,157 (the “2010 Guaranteed ATNI”), the Escrow Agent (on behalf of
the Make Good Pledgor) will, upon written instruction from the Company and
without any further action on the part of the Make Good Beneficiaries, transfer
a number of Escrow Shares (as calculated below) to the Make Good Beneficiaries
on a pro rata basis (determined by dividing (1) the number of shares of Common
Stock purchased by each Investor under the Securities Purchase Agreement or held
by each non-Investor Make Good Beneficiaries by (2) the sum total number of
shares of Common Stock purchased by the Investors under the Securities Purchase
Agreement plus the number of shares of Common Stock held by each non-Investor
Make Good Beneficiaries) as specified in Exhibit A to this Agreement for
no consideration other than the Investors’ payment of their respective
Investment Amount to the Company at Closing (the “2010 Make Good
Shares”). The aggregate number of “2010 Make Good Shares” means a
number of shares of Common Stock (as equitably adjusted for any stock splits,
stock combinations, stock dividends or similar transactions) calculated using
the following formula: 

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5,023,816 x [1 – (RMB 24,002,843 + 2010 Reviewed ATNI) / RMB
70,000,000)]2 x 8.4542 

Notwithstanding anything else to the contrary herein or in
Section 4.7 of the Securities Purchase Agreement, in no event shall the Make
Good Pledgor be obligated to transfer more than 7,492,154 shares of the Common
Stock to the Make Good Beneficiaries, as a combined group. 

         
b.           For purposes
hereof, “2010 Reviewed ATNI” shall mean the Company’s net income after
taxes for the six (6) month period ending December 31, 2010 determined in
accordance with GAAP as reported in the 2010 Report, after converting into
Renminbi (“RMB”) using the applicable currency translation rate as set
forth in the 2010 Report, with adjustments described in this paragraph below.
Notwithstanding the foregoing or anything else to the contrary herein or in
Section 4.7 of the Securities Purchase Agreement, for purposes of determining
whether or not the 2010 Guaranteed ATNI have been met, (i) non-operating
expenses incurred as a result of the Company’s U.S. public company status shall
be excluded (i.e., filing fees, costs for hiring independent directors
(including compensation for such independent directors and costs for directors’
and officers’ insurance coverage in an amount and scope that is customary for an
entity of the Company’s size and nature), and hiring of investor relations firm,
independent auditor and U.S. securities counsel), and (ii) expenses and/or other
charges relating to the release of any of the Escrow Shares as a result of the
operation of this Make Good Agreement, shall not be deemed to be an expense,
charge, or any other deduction from revenues even though GAAP may require
contrary treatment or the 2010 Report may report otherwise.

If prior to the first anniversary of the filing of the 2010
Report, the Company or their auditors report or recognize that the financial
statements contained in such report are subject to amendment or restatement such
that the Company would recognize or report adjusted 2010 Reviewed ATNI of less
than the 2010 Guaranteed ATNI, then notwithstanding any prior return of Escrow
Shares to the Make Good Pledgor, the Make Good Pledgor will, within 10 Business
Days following the earlier of the filing of such amendment or restatement or
recognition, deliver the relevant 2010 Make Good Shares to the Make Good
Beneficiaries without any further action on the part of the Make Good
Beneficiaries.

In the event that the 2010 Reviewed ATNI is equal to or greater
than the 2010 Guaranteed ATNI, no transfer of the 2010 Make Good Shares shall be
required by the Make Good Pledgor to the Make Good Beneficiaries under this
Section and all Escrow Shares shall be returned to the Make Good Pledgor in
accordance with this Make Good Agreement, subject to return as provided in the
immediately preceding paragraph.

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In the event that the 2010 Reviewed ATNI is less than the 2010
Guaranteed ATNI and the total number of 2010 Make Good Shares to be transferred
to the Make Good Beneficiaries is less than the total number of Escrow Shares,
the remaining number of Escrow Shares shall be returned to the Make Good Pledgor
in accordance with the Make Good Agreement, subject to return as provided in the
two paragraphs above.

Any transfer of the 2010 Make Good Shares under this Section
shall be made to the Make Good Beneficiaries or the Make Good Pledgor, as
applicable, within 10 Business Days after the date which the 2010 Report is
filed with the Commission and otherwise in accordance with this Make Good
Agreement subject to return as provided for herein and, in the event that any of
the 2010 Make Good Shares are required to be distributed to the Make Good
Beneficiaries in accordance with the terms of this Make Good Agreement, the
Escrow Agent will deliver such shares to the Make Good Beneficiaries as
determined in Section 4.1(a) hereof. The Company will deliver to the Escrow
Agent a copy of the 2010 Report, together with the calculation of whether the
2010 Guaranteed ATNI has been achieved. Escrow Agent need only rely on such
letters from the Company.

         
c.           Pursuant to
Section 4(a), if the Company delivers a notice to the Escrow Agent that all or a
portion of the Escrow Shares are to be transferred to the Make Good
Beneficiaries, then the Escrow Agent shall immediately forward the 2010 Make
Good Shares to the Company’s Transfer Agent for reissuance to Make Good
Beneficiaries in an amount to each Make Good Beneficiary as determined in
Section 4(a) hereof and otherwise in accordance with this Make Good Agreement.
The Company covenants and agrees that upon any transfer of 2010 Make Good Shares
to the Make Good Beneficiaries in accordance with this Make Good Agreement, the
Company shall promptly instruct its Transfer Agent to reissue such 2010 Make
Good Shares in the applicable Make Good Beneficiary’s name and deliver the same,
or cause the same to be delivered as directed by such Make Good Beneficiary in
an amount to each Make Good Beneficiary as determined in Section 4.1(a) hereof.
If a notice from the Company pursuant to Section 4(a) indicates that all or a
portion of the Escrow Shares are to be returned to the Make Good Pledgor, then
the Escrow Agent will promptly deliver the Escrow Shares to the Make Good
Pledgor in accordance with instructions provided by the Make Good Pledgor at
such time.

         
d.           Each of the Make
Good Beneficiaries understands and agrees that the Make Good Beneficiaries’
right to receive 2010 Make Good Shares is a unique and personal right of such
Make Good Beneficiary which requires such Make Good Beneficiary to continue to
own the shares when the 2010 Reviewed ATNI is determined for purposes of this
Make Good Agreement. The right of a Make Good Beneficiary to receive any Make
Good Shares will be proportionately reduced if such Make Good Beneficiary does
not continue to own the same number of shares on the 2010 Reviewed ATNI
determination date as are owned on the date hereof. Furthermore, the right to
receive Make Good Shares shall not run to the benefit of any transferee of any
Shares transferred by any Make Good Beneficiary to a third party (other than an
entity affiliated with such Make Good Beneficiary, family member or heir of a
Make Good Beneficiary or to a trust or similar vehicle established by a Make
Good Beneficiary in connection with estate planning purposes). Notwithstanding
anything to the contrary herein, if Advanced Insight Ltd. transfers any of its
shares of Common Stock to a third party within 30 days after the Closing, its right to receive Make Good Shares shall run to the
benefit of such third party as if the third party owned the shares on the date
hereof and Advanced Insight Ltd.’s right to the Make Good Shares, if any, will
be appropriately and proportionally reduced. Advanced Insight Ltd. shall inform
the Company such transfer within 5 Business Days after the completion of the
transfer. 

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e.           The Company and
Make Good Pledgor covenant and agree to provide the Escrow Agent with certified
tax identification numbers by furnishing appropriate forms W-9 or W-8 and such
other forms and documents that the Escrow Agent may request, including
appropriate W-9 or W-8 forms for each Investor. The Company, Make Good Pledgor
and the Make Good Beneficiaries understand that if such tax reporting
documentation is not provided and certified to the Escrow Agent, the Escrow
Agent may be required by the Internal Revenue Code of 1986, as amended, and the
Regulations promulgated thereunder, to withhold a portion of any interest or
other income earned on the investment of the Escrow Property.

5. Notice of Filings. The Company agrees to promptly
provide the Make Good Beneficiaries written notice of the filing with the
Commission of any financial statements or reports referenced herein. 

6. Escrow Shares. If any Escrow Shares are deliverable
to the Make Good Beneficiaries in accordance with this Make Good Agreement, (i)
Make Good Pledgor covenants and agrees to execute all such instruments of
transfer (including stock powers and assignment documents) as are customarily
executed to evidence and consummate the transfer of the Escrow Shares from Make
Good Pledgor to the Make Good Beneficiaries, to the extent not done so in
accordance with Section 2, and (ii) following its receipt of the documents
referenced in Section 6(i), the Company and Escrow Agent covenant and agree to
cooperate with the Transfer Agent so that the Transfer Agent may promptly
reissue such Escrow Shares in the applicable Make Good Beneficiary’s name and
delivers the same as provided herein or otherwise directed in writing by the
applicable Make Good Beneficiary. Until such time as (if at all) the Escrow
Shares are required to be delivered pursuant to the Securities Purchase
Agreement and in accordance with this Make Good Agreement, (i) any dividends
payable in respect of the Escrow Shares and all voting rights applicable to the
Escrow Shares shall be retained by Make Good Pledgor and (ii) should the Escrow
Agent receive dividends or voting materials, such items shall not be held by the
Escrow Agent, but shall be passed immediately on to the Make Good Pledgor and
shall not be invested or held for any time longer than is needed to effectively
re-route such items to the Make Good Pledgor. In the event that the Escrow Agent
receives a communication requiring the conversion of the Escrow Shares to cash
or the exchange of the Escrow Shares for that of an acquiring company, the
Escrow Agent shall solicit and follow the written instructions of the Make Good
Pledgor; provided, that the cash or exchanged shares are instructed to be
redeposited into the Escrow Account. Make Good Pledgor shall be responsible for
all taxes resulting from any such conversion or exchange. 

Assuming the Make Good Pledgor provides good and valid title to
the Escrow Shares to be transferred and delivered on behalf of the Make Good
Pledgor to the Make Good Beneficiaries hereunder, free and clear of all liens,
encumbrances, equities or claims, the Escrow Agent will ensure that upon
delivery of the Escrow Shares, good and valid title to the Escrow Shares, free and clear of all liens, encumbrances, equities or claims will
pass to the Make Good Beneficiaries. The Escrow Agent shall not take any action
which could impair the Make Good Beneficiaries’ rights in the Escrow Shares. The
Escrow Agent shall not sell, transfer, assign or otherwise dispose of (by
operation of law or otherwise) or grant any option with respect to any Escrow
Shares prior to the termination of this Agreement.


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7. Interpleader. Should any controversy arise among the
parties hereto with respect to this Make Good Agreement or with respect to the
right to receive the Escrow Shares, Escrow Agent shall have the right to consult
and hire counsel and/or to institute an appropriate interpleader action to
determine the rights of the parties. Escrow Agent is also hereby authorized to
institute an appropriate interpleader action upon receipt of a written letter of
direction executed by the parties so directing the Escrow Agent. If Escrow Agent
is directed to institute an appropriate interpleader action, it shall institute
such action not prior to thirty (30) days after receipt of such letter of
direction and not later than sixty (60) days after such date. Any interpleader
action instituted in accordance with this Section 7 shall be filed in any court
of competent jurisdiction in the State of New York, and the Escrow Shares in
dispute shall be deposited with the court and in such event the Escrow Agent
shall be relieved of and discharged from any and all obligations and liabilities
under and pursuant to this Make Good Agreement with respect to the Escrow Shares
and any other obligations hereunder.

8. Exculpation and Indemnification of Escrow
Agent.

         
a.          
Escrow Agent is not a party to, and is not bound by or charged with notice of
any agreement out of which this escrow may arise. Escrow Agent acts under this
Make Good Agreement as a depositary only and is not responsible or liable in any
manner whatsoever for the sufficiency, correctness, genuineness or validity of
the subject matter of the escrow, or any part thereof, or for the form or
execution of any notice given by any other party hereunder, or for the identity
or authority of any person executing any such notice. Escrow Agent will have no
duties or responsibilities other than those expressly set forth herein. Escrow
Agent will be under no liability to anyone by reason of any failure on the part
of any party hereto (other than Escrow Agent) or any maker, endorser or other
signatory of any document to perform such person’s or entity’s obligations
hereunder or under any such document. Except for this Make Good Agreement and
instructions to Escrow Agent pursuant to the terms of this Make Good Agreement,
Escrow Agent will not be obligated to recognize any agreement between or among
any or all of the persons or entities referred to herein, notwithstanding its
knowledge thereof.

          b.          
  Escrow Agent will not be liable for any action taken or omitted by it, or any
  action suffered by it to be taken or omitted, absent gross negligence or willful
  misconduct. Escrow Agent may rely conclusively on, and will be protected in
  acting upon, any order, notice, demand, certificate, or opinion or advice of
  counsel (including counsel chosen by 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 reasonably believed by Escrow
  Agent to be genuine and to be signed or presented by the proper person or persons.
  The duties and responsibilities of the Escrow Agent hereunder shall be determined
  solely by the express provisions of this Make Good Agreement and no other or
  further duties or responsibilities shall be implied, including, but not limited to, any obligation under or imposed by any laws of
the State of New York upon fiduciaries. THE ESCROW AGENT SHALL NOT BE LIABLE,
DIRECTLY OR INDIRECTLY, FOR ANY (I) DAMAGES, LOSSES OR EXPENSES ARISING OUT OF
THE SERVICES PROVIDED HEREUNDER, OTHER THAN DAMAGES, LOSSES OR EXPENSES WHICH
HAVE BEEN FINALLY ADJUDICATED TO HAVE DIRECTLY RESULTED FROM THE ESCROW AGENT’S
GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, OR (II) SPECIAL, INDIRECT OR
CONSEQUENTIAL DAMAGES OR LOSSES OF ANY KIND WHATSOEVER (INCLUDING, WITHOUT
LIMITATION, LOST PROFITS), EVEN IF THE ESCROW AGENT HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH LOSSES OR DAMAGES AND REGARDLESS OF THE FORM OF ACTION. 

6 




         
c.           The Company and
Make Good Pledgor each hereby, jointly and severally, indemnify and hold
harmless the Escrow Agent and any of their principals, partners, agents,
employees and affiliates from and against any expenses, including
reasonable attorneys’ fees and disbursements, damages or losses suffered by
Escrow Agent in connection with any claim or demand, which, in any way, directly
or indirectly, arises out of or relates to this Make Good Agreement or the
services of Escrow Agent hereunder; except, that if Escrow Agent is guilty of
willful misconduct or gross negligence under this Make Good Agreement, then
Escrow Agent will bear all losses, damages and expenses arising as a result of
its own willful misconduct or gross negligence. Promptly after the receipt by
Escrow Agent of notice of any such demand or claim or the commencement of any
action, suit or proceeding relating to such demand or claim, Escrow Agent will
notify the other parties hereto in writing. For the purposes hereof, the terms
“expense” and “loss” will include all amounts paid or payable to satisfy any
such claim or demand, or in settlement of any such claim, demand, action, suit
or proceeding settled with the express written consent of the parties hereto,
and all costs and expenses, including, but not limited to, reasonable attorneys’
fees and disbursements, paid or incurred in investigating or defending against
any such claim, demand, action, suit or proceeding. The provisions of this
Section 8 shall survive the termination of this Make Good Agreement, and the
resignation or removal of the Escrow Agent.

9. Compensation of Escrow Agent. Escrow Agent shall be
entitled to compensation for its services as stated in the fee schedule attached
hereto as Exhibit B, which compensation shall be paid by the Company. The
fee agreed upon for the services rendered hereunder is intended as full
compensation for Escrow Agent’s services as contemplated by this Make Good
Agreement; provided, however, that in the event that Escrow Agent
renders any material service not contemplated in this Make Good Agreement, or
there is any assignment of interest in the subject matter of this Make Good
Agreement, or any material modification hereof, or if any material controversy
arises hereunder, or Escrow Agent is made a party to any litigation pertaining
to this Make Good Agreement, or the subject matter hereof, then Escrow Agent
shall be reasonably compensated by the Company for such extraordinary services
and reimbursed for all costs and expenses, including reasonable attorney’s fees,
occasioned by any delay, controversy, litigation or event, and the same shall be
recoverable from the Company. Prior to incurring any costs and/or expenses in
connection with the foregoing sentence, Escrow Agent shall be required to
provide written notice to the Company of such costs and/or expenses and the
relevancy thereof and Escrow Agent shall not be permitted to incur any such
costs and/or expenses which are not related to litigation prior to receiving written approval from
the Company, which approval shall not be unreasonably withheld. 

7 




10. Resignation of Escrow Agent. At any time, upon ten
(10) Business Days’ written notice to the Company and the Make Good
Beneficiaries, Escrow Agent may resign and be discharged from its duties as
Escrow Agent hereunder. As soon as practicable after its resignation, Escrow
Agent will promptly turn over to a successor escrow agent appointed by the
Company the Escrow Shares held hereunder upon presentation of a document
appointing the new escrow agent and evidencing its acceptance thereof. If, by
the end of the 10 Business Day period following the giving of notice of
resignation by Escrow Agent, the Company shall have failed to appoint a
successor escrow agent, Escrow Agent shall deposit the Escrow Shares as directed
by the Make Good Beneficiaries holding at least a majority of the shares of
Common Stock then held by them with the understanding that such Escrow Shares
will continue to be subject to the provisions of this Make Good Agreement. 

11. Records. Escrow Agent shall maintain accurate
records of all transactions hereunder. Promptly after the termination of this
Make Good Agreement or as may reasonably be requested by the parties hereto from
time to time before such termination, Escrow Agent shall provide the parties
hereto, as the case may be, with a complete copy of such records, certified by
Escrow Agent to be a complete and accurate account of all such transactions. The
authorized representatives of each of the parties hereto shall have access to
such books and records at all reasonable times during normal business hours upon
reasonable notice to Escrow Agent and at the requesting party’s expense.

12. Notice. All notices, communications and instructions
required or desired to be given under this Make Good Agreement must be in
writing and shall be deemed to be duly given if sent by registered or certified
mail, return receipt requested, or overnight courier, to the addresses listed on
the signature pages hereto. 

13. Execution in Counterparts. This Make Good Agreement
may be executed in counterparts, each of which shall be deemed an original, but
all of which together shall constitute one and the same instrument.

14. Amendment and Modification. This Make Good Agreement
may not be changed orally or modified, amended or supplemented without an
express written agreement executed by the Escrow Agent, the Company, the Make
Good Pledgor and the Make Good Beneficiaries potentially entitled to receive a
majority of the 2010 Make Good Shares upon the operation of Section 4(a) hereof.
This Make Good Agreement is binding upon and intended to be for the sole benefit
of the parties hereto and their permitted successors, heirs and assigns, and
none of the provisions of this Make Good Agreement are intended to be, nor shall
they be construed to be, for the benefit of any third person, except for the
Make Good Beneficiaries. No portion of the Escrow Shares shall be subject to
interference or control by any creditor of any party hereto, or be subject to
being taken or reached by any legal or equitable process in satisfaction of any
debt or other liability of any such party hereto prior to the disbursement
thereof to such party hereto in accordance with the provisions of this Make Good
Agreement. 

8 




15. Applicable Law. This Make Good Agreement shall be
governed by, and construed in accordance with, the internal laws of the State of
New York. The representations and warranties contained in this Make Good
Agreement shall survive the execution and delivery hereof and any investigations
made by any party. Each party agrees that all legal proceedings concerning the
interpretations, enforcement and defense of the transactions contemplated by
this Make Good Agreement shall be commenced exclusively in the state and federal
courts sitting in the City of New York, Borough of Manhattan (the “New York
Courts”). Each party hereto hereby irrevocably submits to the exclusive
jurisdiction of the New York Courts for the adjudication of any dispute
hereunder or in connection herewith, and hereby irrevocably waives, and agrees
not to assert in any such proceeding, any claim that it is not personally
subject to the jurisdiction of any such New York Court, or that such proceeding
has been commenced in an improper or inconvenient forum. Each party hereto
hereby irrevocably waives personal service of process and consents to process
being served in any such proceeding by mailing a copy thereof via registered or
certified mail or overnight delivery (with evidence of delivery) to such party
at the address in effect for notices to it under this Make Good Agreement and
agrees that such service shall constitute good and sufficient service of process
and notice thereof. Nothing contained herein shall be deemed to limit in any way
any right to serve process in any manner permitted by law. 

16. Headings. The headings contained in this Make Good
Agreement are for convenience of reference only and shall not affect the
construction of this Make Good Agreement.

17. Attorneys' Fees. If any action at law or in equity,
including an action for declaratory relief, is brought to enforce or interpret
the provisions of this Make Good Agreement, the prevailing party shall be
entitled to recover reasonable attorneys' fees from the other party (unless such
other party is the Escrow Agent), which fees may be set by the court in the
trial of such action or may be enforced in a separate action brought for that
purpose, and which fees shall be in addition to any other relief that may be
awarded. 

18. Merger or Consolidation. Any corporation or
association into which the Escrow Agent may be converted or merged, or with
which it may be consolidated, or to which it may sell or transfer all or
substantially all of its corporate trust business and assets as a whole or
substantially as a whole, or any corporation or association resulting from any
such conversion, sale, merger, consolidation or transfer to which the Escrow
Agent is a party, shall be and become the successor escrow agent under this Make
Good Agreement and shall have and succeed to the rights, powers, duties,
immunities and privileges as its predecessor, without the execution or filing of
any instrument or paper or the performance of any further act.

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9 




          IN
WITNESS WHEREOF, the parties have duly executed this Make Good Agreement as of
the date set forth opposite their respective names. 

	 	8888 ACQUISITION CORPORATION 
	 	 	  
	 	 	  
	 	By:	/s/ Guoqing
      Zhuang 
	 	Name: Guoqing Zhuang 
	 	Title: Chief Executive Officer 
	 	 	  
	 	Address: c/o Jinjiang Chengchang Shoes Co., Ltd.
    
	 	Qingyanglianyu Industrial Area 
	 	Jinjiang City, Fujian Province 
	 	People’s Republic of China 
	 	Facsimile: (86) 595-85689208 
	 	Attn.: Chief Executive Officer 
	 	 	  
	 	 	  
	 	 	  
	 	GUOQING ZHUANG 
	 	 	  
	 	 	  
	 	/s/ Guoqing
      Zhuang 
	 	 	  
	 	Address: c/o Jinjiang Chengchang Shoes Co., Ltd.
    
	 	Qingyanglianyu Industrial Area 
	 	Jinjiang City, Fujian Province 
	 	People’s Republic of China 
	 	Facsimile: (86) 595-85689208 
	 	 	  
	 	 	  
	 	 	  
	 	SECURITIES TRANSFER CORPORATION 
	 	 	  
	 	 	  
	 	By:	/s/ Kevin
      B. Halter, Jr. 
	 	Name: Kevin B. Halter, Jr. 
	 	Title: 
	 	 	  
	 	Address: 2591 Dallas Parkway 
	 	Suite 102 
	 	Frisco, TX 75034 
	 	Facsimile: 
	 	Attn.: Kevin B. Halter, Jr. 


[Signature Page to Make Good Escrow Agreement]




Exhibit A 

SHARES HELD BY MAKE GOOD BENEFICIARIES
AS OF THE DATE OF THE
MAKE GOOD AGREEMENT 



	
Make Good Beneficiary’s Legal Name 	Shares held by Make Good
      
Beneficiary 
	Advanced Insight, Ltd. 	1,168,600 
	Glenn A. Little 	305,700 
	Wang Wenling 	3,226,833 
	Shiping Liu 	322,683 
	Total: 	5,023,816








Exhibit B 

ESCROW AGENT FEE SCHEDULE

 

ESCROW AGENT SERVICES 

Escrow Agent Account fee.............................................................
$170.00 per month 

  Examine, Process and issue share distribution as per the Agreements..........
  $25.00 per Shareholder. 

  Envelopes & Postage..................................................................................
  Included