MAKE
      GOOD ESCROW AGREEMENT

     

    This
      Make
      Good Escrow Agreement (the "Make
      Good Agreement"),
      dated
effective
      as of December 24, 2007, is entered into by and among Discovery Technologies,
      Inc., a Nevada corporation (the
      "Company"),
      the
      Investors (as defined below), Yinshing David To
      (the
"Make
      Good Pledgor")
      and
      Tri-State Title & Escrow, LLC, as escrow agent ("Escrow
      Agent").

     

    WHEREAS,
      each of the investors in the private offering of securities of the Company
      (the
"Investors")
      has
      entered into a Securities Purchase Agreement, dated December 24,
      2007
      (the "SPA"),
      evidencing their participation in the Company's private offering (the
"Offering")
      of
      securities. As an inducement to the Investors to participate in the Offering
      and
      as set forth in the SPA, (i) the Make Good Pledgor agreed to place
      certain shares of the Company’s common stock, par value $0.001 per share (the
“Common
      Stock”)
      into
      escrow for the benefit of the Investors in the event the Company fails to
      satisfy certain financial thresholds. 

     

    WHEREAS,
      pursuant to the requirements of the SPA, the Company and the Make Good
      Pledgor has 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 shall have the meanings
      assigned them in the SPA;

     

    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 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 in
      accordance with such terms and conditions.

     

    2. Establishment
      of Escrow.

     

    a.
      Within
      three Trading Days following the Closing, the Make Good Pledgor shall
      deliver, or cause to be delivered, to the Escrow Agent certificates evidencing
      the 2009
      Make Good Shares
      (the
"Escrow
      Shares"),
      along
      with bank signature stamped stock powers executed in blank (or such other signed
      instrument
      of transfer acceptable to the Company’s Transfer Agent). For purposes hereof,
“2009 Make Good Shares” means
      the
      following, as
      equitably adjusted for any stock splits, stock combinations, stock dividends
      or
      similar transactions:
      the
      Shares (as defined in the SPA) times 50%.
      As used
      in this Make
      Good
      Agreement, “Transfer
      Agent”
      means
      Corporate Stock Transfer, a transfer agent based in the state of Colorado,
      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 agrees that his obligation to transfer shares of Common Stock
      to
      Investors pursuant to Section 4.11 of the SPA and this Make Good Agreement
      shall
      continue to run to
      the
      benefit of each Investor even if such Investor shall have transferred or sold
      all or any portion of its Shares, and that Investors shall have the right to
      assign its rights to receive
      all or any such shares of Common Stock to other Persons in conjunction with
      negotiated sales or transfers of any of its Shares. The Make Good Pledgor hereby
      irrevocably agrees that other than in accordance with Section 4.11 of the SPA
      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
      covered by any registration statements, (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 the Make Good
      Pledgor to resell or transfer any Escrow Shares under such registration
      statements or otherwise in violation of Section 4.11 of the SPA and this Make
      Good Agreement. If within
      ten (10) business days following the Closing, the Make Good Pledgor shall not
      have deposited
      all potential 2009 Make Good Shares into escrow in accordance with this Make
      Good Agreement along with bank signature stamped stock powers executed in blank
      (or such other signed instrument of transfer acceptable to the Company’s
      transfer agent), then, upon written demand from an Investor, the Make Good
      Pledgor agrees that the Company may promptly
      cancel the Escrow Shares and reissue new Escrow Shares to
      the
      Escrow Agent. The Company will notify the Investors within a reasonable time
      that the Escrow Shares have been deposited with
      the
      Escrow Agent.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

       

    

    3. Representations
      of the Make Good Pledgors and the Company. The
      Make
      Good Pledgor, and the Company as to itself only,
      hereby
      represent and warrant to
      the
      Investors as follows:

     

    a. All
      of
      the Escrow Shares are validly issued, fully paid and nonassessable shares of
      the
      Company, and free and clear of all pledges, liens and encumbrances. Upon
any
      transfer of Escrow Shares to Investors hereunder, Investors will receive full
      right, title
      and
      authority to such shares as holders of Common Stock of the Company.

     

    b. 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, charge or encumbrance upon, any of the properties or assets of any 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, other than such breaches, defaults or liens which would not
have
      a
      material adverse effect taken as a whole.

     

    4. Disbursement
      of Escrow Shares.

     

    a.
      The
      Make Good Pledgor agrees that in the event that either (i) the Earnings Per
      Share (as defined in the SPA) reported in the in
      the
      Annual Report on Form 10-KSB of the Company for the fiscal year ending June
      30,
      2009, as filed with the Commission
      (the
“2009
      Annual Report”),
      is
      less than the “2009
      Guaranteed EPS”,
      as
      defined in the SPA, meaning, ninety
      three percent of the 2009 Guaranteed ATNI, as defined below, divided by the
      Closing Outstanding Shares (as defined in the SPA), as
      may be
      equitably adjusted for any stock splits, stock combinations, stock dividends
      or
      similar transactions: 

     

    
      	 	2009 Guaranteed ATNI × 93%	 
	 	
              Closing
                Outstanding Shares

            	 


    

     

    
      
         

      

      
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    or
      (ii)
      the After Tax Net Income
      (as
      defined in the SPA) reported in the 2009 Annual Report,
      is less
      than $12,000,000 (the “2009
      Guaranteed ATNI”),
      the
      Make Good Pledgors will transfer to the Investors on a pro-rata basis
      (determined by dividing each Investor’s Investment Amount by the aggregate of
      all Investment Amounts delivered to the Company by the Investors under the
      SPA)
      for no consideration other than payment of their
      respective Investment Amount paid at Closing, the
      2009
      Make Good Shares.
      Notwithstanding
      anything to the contrary contained herein, in determining
      whether the Company has achieved the 2009 Guaranteed ATNI or 2009 Guaranteed
      EPS, the Company may disregard any compensation charge or expense required
      to be
      recognized by the Company under GAAP resulting from
      the
      release of the 2009 Make Good Shares to Make
      Good
      Pledgor if and to the extent such charge or expense is specified in
      the
      Company’s
      independent auditor’s report
      for the
relevant
      year, as filed with the Commission. No other exclusions shall be made for any
      non-recurring expenses of the Company, including liquidated damages under the
      Transaction Documents, in determining whether
      2009
      Guaranteed ATNI or 2009 Guaranteed EPS
      have
      been achieved. If prior to the second anniversary of the filing of the 2009
      Annual 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 After
      Tax
      Net Income of less than the 2009 Guaranteed ATNI or Earnings Per Share of less
      than the 2009 Guaranteed EPS, as applicable, then notwithstanding any prior
      return of
      2009
      Make Good 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 2009 Make Good Shares to the Investors. In
      the
      event that the After Tax Net Income reported in the 2009 Annual
      Report
      is equal
      to or greater than the 2009 Guaranteed ATNI
      and
      the Earnings Per Share for the fiscal year ending June 30, 2009, as reported
      in
      the 2009 Annual Report is equal to or greater than the 2009 Guaranteed EPS,
      no
      transfer of the 2009 Make Good Shares shall be required by the Make Good Pledgor
      to the Investors under this Section and such 2009 Make Good Shares shall be
      conveyed to Tao
      Li in
      accordance with this Make Good Agreement. Any
      transfer of the 2009 Make Good Shares under this Section
      shall be made to the Investors or the Make Good Pledgor, as applicable, within
      10 Business Days after the date which the 2009 Annual Report is
      filed
      with the Commission and otherwise in accordance
      with this Make Good Agreement. In
      the
      event that either (i) the
      Earnings Per Share for the fiscal year ending June 30, 2009 is
      less
      than the 2009 Guaranteed EPS or (ii) the After
      Tax
      Net Income
      for the
      fiscal year ending June 30, 2009, as reported in the 2009 Annual
      Report is
      less
      than the 2009 Guaranteed ATNI, the Company has agreed that
      Pinnacle
      Fund L.P. (“Pinnacle”) will
      provide prompt written instruction to the Escrow Agent with regard to the
      distribution of the 2009 Make Good Shares in an amount to each Investor as
      set
      forth on Exhibit
      A attached
      hereto (as determined as set forth above). The Escrow Agent need only
      rely
      on the letter of instruction from Pinnacle in this regard and, notwithstanding
      anything to the contrary contained herein, will disregard any contrary
      instructions. In
      the
      event that the
      (i)
      Earnings
      Per Share for the fiscal year ending June 30, 2009 reported in the 2009 Annual
      Report
      is
      equal
      to or greater than the 2009 Guaranteed EPS and (ii)
      After
      Tax Net Income
      reported
      in the 2009 Annual Report is equal to or greater than the 2009 Guaranteed ATNI,
      Pinnacle
      shall provide prompt written instructions to the Escrow Agent for the release
      of
the
      2009
      Make Good Shares to the Make Good Pledgor.

     

    
      
         

      

      
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    b.
      Pursuant to Section 4(a), if Pinnacle delivers a notice to the Escrow Agent
      that
      the 2009 Make Good Shares are to be transferred to the Investors, then the
      Escrow Agent shall immediately
      forward the 2009 Make Good Shares to the Company’s Transfer Agent for reissuance
      to the Investors in an amount to each Investor as set forth on Exhibit
      A
      attached
      hereto and otherwise in accordance with this Make Good Agreement. The Company
      covenants and agrees that upon any transfer of 2009 Make Good Shares to the
      Investors in accordance with this Make Good Agreement, the Company shall
      promptly instruct its Transfer Agent to reissue such 2009 Make Good Shares
      in
      the applicable Investor’s name and deliver the same as directed by such Investor
      in an amount
      to
      each Investor as set forth on Exhibit
      A attached
      hereto. If the Company does not promptly provide such instructions to the
      Transfer Agent of the Company, then Pinnacle
      is
      hereby
      authorized to give such re-issuance instruction to the Transfer Agent
of
      the
      Company. If a notice from Pinnacle pursuant to Section 4(a) indicates that
      the
      2009 Make Good Shares are to be conveyed to Tao
      Li,
      then
      the Escrow Agent will promptly deliver the 2009 Make Good Shares to Tao
      Li.

     

    c.
      The
      Company and Make Good Pledgor covenant and agree, jointly and severally, 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 and the Make Good
      Pledgor 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. Duration.
      This
      Make
      Good Agreement shall terminate upon the distribution of all the Escrow Shares
      in
      accordance with the terms
      of
      this Make Good Agreement. The Company agrees to promptly provide the
Escrow
      Agent 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 Investors pursuant to the SPA
      and
      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 the Make Good Pledgor to the Investors,
      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 promptly reissues such Escrow
      Shares in the applicable Investor’s name and delivers the same as directed by
      such Investor. Until such time as (if at all) the Escrow Shares are required
      to
      be delivered pursuant
      to the SPA and in accordance with this Make Good Agreement, any dividends
      payable in respect of the Escrow Shares and all voting rights applicable to
      the
      Escrow Shares shall be retained by the Make Good Pledgor. 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. The Make Good Pledgor shall be responsible
      for all taxes resulting from any such conversion or exchange.

     

    
      
         

      

      
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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 and Pinnacle 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 and Pinnacle are also each hereby authorized to institute
      an appropriate interpleader action upon receipt of a written letter of direction
      executed by the parties so directing Escrow Agent and Pinnacle. If Escrow Agent
      or Pinnacle 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 Virginia, and
      the Escrow Shares in dispute shall be deposited with the court and in such
      event
      Escrow Agent and Pinnacle 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 and Pinnacle.

     

    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. Pinnacle’s sole obligation under this
      Make Good Agreement is to provide joint written instruction to Escrow Agent
      (following such time as the Company files certain
      periodic financial reports document as specified in Section 4 hereof) directing
      the distribution
      of the Escrow Shares. Pinnacle will provide such written instructions upon
      review of the relevant earnings per share and/or after-tax net income amount
      reported in such
      periodic financial reports as specified in Section 4 hereof or receipt of notice
      from the Company under Section 4(d). Pinnacle is
      not
      charged with any obligation to conduct any investigation into the financial
      reports or make any other
      investigation related thereto. In the event of any actual or alleged mistake
      or
      fraud of the Company, its auditors or any other person (other than Pinnacle)
      in
      connection with such financial reports of the Company and Pinnacle shall have
      no
      obligation or liability to any
      party
      hereunder.

     

    
      
         

      

      
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    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 Virginia 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.

     

    c. The
      Company and Make Good Pledgor each hereby, jointly and severally, indemnify
      and
      hold harmless each of Escrow Agent and Pinnacle 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
      or
      Pinnacle 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 or Pinnacle hereunder; except, that if Escrow Agent or Pinnacle is guilty
      of
      willful misconduct or gross negligence under this Make Good Agreement, then
      Escrow Agent or Pinnacle, as the case may be, 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 or Pinnacle 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 or Pinnacle, as the case may be, 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.

     

    
      
         

      

      
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    10. Resignation
      of Escrow Agent. At
      any
      time, upon ten (10) days' written notice to the Company, 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-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 may interplead the Escrow Shares into
      the
      registry of any court having jurisdiction.

     

    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. Assignment
      and Modification. This
      Make
      Good Agreement and the rights and obligations hereunder of any of the parties
      hereto may not be assigned without the prior written consent of the other
      parties hereto. Subject to the foregoing, this Make Good Agreement will be
      binding upon and inure to the benefit of each of the parties hereto and
their
      respective successors and permitted assigns. No other person will acquire or
      have any
      rights under, or by virtue of, this Make Good Agreement. 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. This
      Make
      Good
      Agreement may be amended or modified only in writing signed by all of the
      parties hereto.

     

    
      
         

      

      
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    15. Applicable
      Law. This
      Make
      Good Agreement shall be governed by and construed in accordance with the laws
      of
      the State of Virginia without giving effect to the principles of conflicts
      of
      laws thereof.

     

    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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        7

        
          

        

      

      
         

      

    

    


    IN
      WITNESS WHEREOF, the parties have duly executed this Make Good Agreement as
      of
      the date set forth above.

    
      	 	 	 
	 	COMPANY:
	 	 
	 	DISCOVERY
              TECHNOLOGIES, INC.
	 
 	 
 	 
 
	
            	By:  	
              /s/
                Tao Li

            
	 	
              
Name:
              Tao Li
	 	
              Title:
                Chairman of the Board,
                
                President
                  and Chief Executive Officer
                  
                  Address:

                  Facsimile:
                    

                  Attn.:

                

              

            


    

    
      	 	 	 
	 	
              MAKE
                GOOD PLEDGOR:

            
	 	 
	 
 	 
 	 
 
	
            	  	/s/
              Yinshing David To
	 	
              
Yinshing
              David To
	 	
            


    

    
      	 	 	 
	 	
              ESCROW
                AGENT:

            
	 	 
	 	
              TRI
                STATE TITLE & ESCROW, LLC,

              as
                Escrow Agent

            
	 
 	 
 	 
 
	
            	By:  	
            
	 	
              
Name:
	 	
              Title:

            
	 	
              Address:

              Facsimile:
                

              Attn.:

            


    

     

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    SIGNATURE
      PAGE FOR OTHER PARTIES FOLLOWS]

     

    
      
         

      

      
        8

        
          

        

      

      
         

      

    

    
      	 	 	 
	 	
              NAME
                OF INVESTOR

            
	 
 	 
 	 
 
	 	By:  	
            
	 	
              
Name:
	 	
              Title:

            
	 	
              Address:

              Facsimile:
                

              Attn.:

            


    

    


    
      
         

      

      
        9

        
          

        

      

      
         

      

    

     

    Exhibit
      A (attached
      as a MS Excel spreadsheet)

     

    ESCROW
      SHARES TO BE ISSUED TO INVESTORS

     

    
      	
              Investor’s Legal Name

            	
              Investor’s
Investment
                Amount

            	
              2009
                Make Good Shares Shares)

            
	 	 	 
	 	 	 


    

     

    
      
         

      

      
        10

        
          

        

      

      
         

      

    

     

    Exhibit
      B

     

    Initial
      Escrow Account Fee: $2,000.00

     

    Fee
      for
      each disbursement of shares : $ 500.00