CLOSING
      ESCROW AGREEMENT

    


    This
      Escrow Agreement, dated as of December 24, 2007 (this “Agreement”),
      is
      entered into by and among Green Agriculture Holding Corporation, a New Jersey
      corporation, (“Green”), the
      investors set forth on Exhibit
      A
      and
      signatory hereto (collectively, the “Investors”)
      and
      Tri-State Title & Escrow, LLC (the “Escrow
      Agent”).
      The
      principal address of each party hereto is set forth on Exhibit
      A.
      Green
      may be sometimes referred to herein as the Escrowing Party.

    


    WITNESSETH:

    


    WHEREAS,
      Discovery
      Technologies, Inc, a Nevada corporation (the “Company”),
      through, Hickey Freihofner Capital,
      a
      division of Brill Securities, Inc, Member NASD/MSRB/SIPC
      (the
“Placement
      Agent”),
      proposes to make a private offering to accredited institutional investors
      (the “Offering”)
      of the
      Company’s common stock, par value $0.001 per share in
      reliance upon available exemptions from the registration requirements
      of the U.S. Securities Act of 1933, as amended and pursuant to the
      Securities Purchase Agreement, dated as of the date hereof, by and among the
      Company, the Investors and certain other parties signatory thereto (the
      “Securities
      Purchase Agreement”),
      in a
      minimum amount of twenty million dollars ($20,000,000) and a maximum amount
      of
      twenty six million dollars ($26,000,000) (the “Subscription
      Amount”);

    


    WHEREAS,
      Green desires to deposit the Subscription Amount (the “Escrowed
      Funds”)
      with
      the Escrow Agent, to be held in escrow until written instructions are received
      by the Escrow Agent from Green and the Investors holding a majority of the
      Shares to be issued at Closing pursuant to the Securities Purchase Agreement
      (the “Required
      Investors”),
      at
      which time the Escrow Agent will disburse the Escrowed Funds in accordance
      with
Exhibit
      C;

    


    WHEREAS,
      Escrow Agent is willing to hold the Escrowed Funds in escrow subject to the
      terms and conditions of this Agreement; and

    


    WHEREAS,
      capitalized terms used but not otherwise defined herein shall have the
      respective meanings set forth in the Securities Purchase Agreement.

    


    NOW,
      THEREFORE, in consideration of the mutual promises herein contained and
      intending to be legally bound, the parties hereby agree as follows:

    


    1.
      Appointment
      of Escrow Agent.
      Green
      hereby appoints Escrow Agent as escrow agent in accordance with the terms and
      conditions set forth herein and the Escrow Agent hereby accepts such
      appointment.

    


    2.
      Delivery
      of the Escrowed Funds. 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    2.1
       Each Investor
      hereby agrees to deliver its applicable portion of the Escrowed
      Funds (which shall equal such Investor's Investment Amount) to the Escrow
      Agent’s account as set forth below within one Business Day of the date of the
      Securities Purchase Agreement (the “Escrow
      Account”):

    


    Account
      Name: Tri-State Title & Escrow, LLC

    Bank:
      Access National Bank, Reston, VA 20191

    Account
      No.: 2681757

    ABA
      No:
      056009039 

     

    2.2 The
      Escrowed Funds shall be forwarded to the Escrow Agent by wire transfer to the
      Escrow Account, together, via facsimile or e-mail, with the written account
      of
      subscription in the form attached hereto as Exhibit
      B
      (the
“Subscription
      Information”).
      Upon
      receipt of any portion of the Escrowed Funds, the Escrow Agent shall immediately
      deposit such Escrowed Funds in the Escrow Account. 

    


    3.
      Escrow
      Agent to Hold and Disburse Escrowed Funds.
      The
      Escrow Agent will hold and disburse the Escrowed Funds received by it pursuant
      to the terms of this Agreement, as follows: 

    


    3.1 The
      Escrow Agent shall continue to hold the Escrowed Funds delivered for deposit
      hereunder by or on behalf of the Investors until the earlier of: (1) receipt
      of
      a written notice from Green and the Required Investors, evidencing termination
      under Section 6.5(a) of the Securities Purchase Agreement, (2) receipt of a
      written notice from an Investor evidencing termination under Section 6.5(b)
      of
      the Securities Purchase Agreement (each of (1) and (2), a “Termination
      Election”)
      or (3)
      receipt of a joint written notice from Green, the Placement Agent and the
      Required Investors in the form of Exhibit
      C
      hereto
      that the conditions to Closing under the Securities Purchase Agreement have
      been
      satisfied and to disburse the Escrowed Funds in accordance with Exhibit
      C.

    


    3.2 If
      the
      Escrow Agent receives a Termination Election prior to its receipt of the notice
      contemplated under Section 3.1(3), then the Escrow Agent shall within one
      business day of its receipt of such Termination Election return the Escrowed
      Funds (or portion thereof) delivered by the Investor(s) as directed by the
      Investor(s) without regard and irrespective of any other notices or
      instructions. If the Escrow Agent receives the notice contemplated under Section
      3.1(3) prior to a Termination Election (the “Disbursement
      Notice”),
      then
      the Escrow Agent shall disburse the Escrowed Funds in accordance with the funds
      flow memorandum attached hereto as Exhibit
      C.
      

    


    3.3 In
      accordance with Exhibit
      C,
      upon
      receipt of a Disbursement Notice, $4,250,000 of the Escrowed Funds are to be
      immediately transferred to the escrow account set forth in that certain Holdback
      Escrow Agreement, dated as of the date hereof, by and among the Company, the
      Escrow Agent and the Investors, in the form attached hereto as Exhibit
      D,
      to be
      held in escrow pursuant to the terms thereof.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    3.4 Should
      any controversy arise among the parties hereto with respect to this Agreement
      or
      with respect to the right to receive the Escrowed Funds, the Escrow Agent shall
      have the right to consult counsel and/or to institute an appropriate
      interpleader action to determine the rights of the parties. The Escrow Agent
      is
      also hereby authorized to institute an appropriate interpleader action upon
      receipt of a written letter of direction executed by Green and the Required
      Investors so directing the Escrow Agent. If the 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 3.4 shall be filed in any court of competent
      jurisdiction in Virginia, and the portion of the Escrowed Funds 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 Agreement with respect to that portion of the Escrowed
      Funds.

    


    4.
       Exculpation
      and Indemnification of Escrow Agent

    


    4.1
       The
      Escrow Agent shall have no duties or responsibilities other than those expressly
      set forth herein. The Escrow Agent shall have no duty to enforce any obligation
      of any person to make any payment or delivery, or to direct or cause any payment
      or delivery to be made, or to enforce any obligation of any person to perform
      any other act. The Escrow Agent shall be under no liability to the other parties
      hereto or anyone else, by reason of any failure on the part of any other party
      hereto or any maker, guarantor, endorser or other signatory of a document or
      any
      other person, to perform such person’s obligations under any such document.
      Except for amendments to this Agreement referenced below, and except for written
      instructions given to the Escrow Agent by Green and the Required Investors
      (and
      if relevant the Placement Agent) relating to the Escrowed Funds, the Escrow
      Agent shall not be obligated to recognize any other agreement between or among
      the parties hereto relating to the subject matter hereof, notwithstanding that
      references hereto may be made herein and whether or not it has knowledge
      thereof. 

    


    4.2 Subject
      to its obligations upon receipt of a Termination Election, the Escrow Agent
      shall not be liable to Green, the Company or to anyone else for any action
      taken
      or omitted by it, or any action suffered by it to be taken or omitted, in good
      faith and 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 of the terms
      thereof, unless evidenced by written notice 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 give its prior written consent
      thereto.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    4.3 The
      Escrow Agent shall not be responsible for the sufficiency or accuracy of the
      form, or of the execution, validity, value or genuineness of, any document
      or
      property received, held or delivered to it hereunder, or of any signature or
      endorsement thereon, or for any lack of endorsement thereon, or for any
      description therein; nor shall the Escrow Agent be responsible or liable to
      Green or to anyone else in any respect on account of the identity, authority
      or
      rights, of the person executing or delivering or purporting to execute or
      deliver any document or property or this Agreement. The Escrow Agent shall
      have
      no responsibility with respect to the use or application of the Escrowed Funds
      pursuant to the provisions hereof.

    


    4.4 The
      Escrow Agent shall have the right to assume, in the absence of written notice
      to
      the contrary from the proper person or persons, that a fact or an event, by
      reason of which an action would or might be taken by the Escrow Agent, does
      not
      exist or has not occurred, without incurring liability to Green or to anyone
      else for any action taken or omitted to be taken or omitted, in good faith
      and
      in the exercise of its own best judgment, in reliance upon such
      assumption.

    


    4.5 To
      the
      extent that the Escrow Agent becomes liable for the payment of taxes, including
      withholding taxes, in respect of income derived from the investment of the
      Escrowed Funds, or any payment made hereunder, the Escrow Agent may pay such
      taxes; and the Escrow Agent may withhold from any payment of the Escrowed Funds
      to the Company (but not any payments to the Investors or pursuant to Section
      3.3) such amount as the Escrow Agent estimates to be sufficient to provide
      for
      the payment of such taxes not yet paid, and may use the sum withheld for that
      purpose. The Escrow Agent shall be indemnified and held harmless by Green
      against any liability for taxes and for any penalties in respect of taxes,
      on
      such investment income or payments in the manner provided in Section
      4.6.

    


    4.6 The
      Escrow Agent will be indemnified and held harmless by the Company from and
      against all expenses, including all counsel fees and disbursements, or loss
      suffered by the Escrow Agent in connection with any action, suit or proceedings
      involving any claim, or in connection with any claim or demand, which in any
      way, directly or indirectly, arises out of or relates to this Agreement, the
      services of the Escrow Agent hereunder, except for claims relating to gross
      negligence by Escrow Agent or breach of this Agreement by the Escrow Agent,
      or
      the monies or other property held by it hereunder. Promptly after the receipt
      of
      the Escrow Agent of notice of any demand or claim or the commencement of any
      action, suit or proceeding, the Escrow Agent shall, if a claim in respect
      thereof is to be made against Green, notify it thereof in writing, but the
      failure by the Escrow Agent to give such notice shall not relieve any such
      party
      from any liability which Green may have to the Escrow Agent hereunder.
      Notwithstanding any obligation to make payments and deliveries hereunder, the
      Escrow Agent may retain and hold for such time as it deems necessary such amount
      of monies or property as it shall, from time to time, in its sole discretion,
      seem sufficient to indemnify itself for any such loss or expense and for any
      amounts due it under Section 7. 

    


    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

       

    

    4.7 For
      purposes hereof, the term “expense or loss” shall include all amounts paid or
      payable to satisfy any claim, demand or liability, or in settlement of any
      claim, demand, action, suit or proceeding settled with the express written
      consent of the Escrow Agent, and all costs and expenses, including, but not
      limited to, counsel fees and disbursements, paid or incurred in investigating
      or
      defending against any such claim, demand, action, suit or proceeding.


    


    5.
       Termination
      of Agreement and Resignation of Escrow Agent 

    


    5.1 This
      Agreement shall terminate and be of no further force or effect on the earlier
      of
      (i) disbursement of all Escrowed Funds and (ii) the one year anniversary of
      the
      Closing Date; provided that the rights of the Escrow Agent and the Investors
      and
      the obligations of Green under Section 4 shall survive the termination
      hereof.

    


    5.2 The
      Escrow Agent may resign at any time and be discharged from its duties as Escrow
      Agent hereunder by giving Green at least five (5) business days written notice
      thereof (the “Notice Period”). As soon as practicable after its resignation, the
      Escrow Agent shall, if it receives notice from Green within the Notice Period,
      turn over to a successor escrow agent appointed by Green all Escrowed Funds
      (less such amount as the Escrow Agent is entitled to retain pursuant to Section
      7) upon presentation of the document appointing the new escrow agent and its
      acceptance thereof. If no new agent is so appointed within the Notice Period,
      the Escrow Agent shall return the Escrowed Funds to the parties from which
      they
      were received without interest or deduction. 

    


    6.
       Form
      of Payments by Escrow Agent.
      All
      amounts referred to herein are expressed in United States Dollars and all
      payments by the Escrow Agent shall be made in such dollars.

    


    7. Compensation.
      Escrow
      Agent shall be entitled to the following compensation from Green:

     

    7.1 Documentation
      Fee:
      Green
      shall pay a documentation fee to the Escrow Agent of $4,000.00 receipt of which
      is hereby acknowledged by Escrow Agent.

    


    7.2 Closing
      Fee:
      Green
      shall pay a fee of $500.00 to the Escrow Agent upon its receipt of a
      Disbursement Notice. 

    


    7.3 Interest :
      The
      Escrowed Funds shall accrue interest (the “Accrued
      Interest”)
      at the
      available rate obtained by the Escrow Agent with respect to the period during
      which such funds are held in the Escrow Account. Each
      time
      Escrowed Funds are disbursed to the Company in accordance with this Agreement,
      Green shall be paid Accrued Interest of 2.0% per annum on the aggregate amount
      of Escrowed Funds disbursed to the Company at such time and the balance of
      Accrued Interest, if any, shall be retained by the Escrow Agent.

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    8. Notices.
      All
      notices, requests, demands, and other communications provided herein shall
      be in
      writing, shall be delivered by hand or by first-class mail, shall be deemed
      given when received and shall be addressed to parties hereto at their respective
      addresses first set forth on Exhibit
      A
      hereto.

    


    9. Further
      Assurances. From
      time
      to time on and after the date hereof, Green shall deliver or cause to be
      delivered to the Escrow Agent such further documents and instruments and shall
      do and cause to be done such further acts as the Escrow Agent shall reasonably
      request (it being understood that the Escrow Agent shall have no obligation
      to
      make any such 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.

    


    10. Consent
      to Service of Process .
      Green
      hereby irrevocably consents to the jurisdiction of the courts of the State
      of
      Virginia and of any Federal court located in such state in connection with
      any
      action, suit or proceedings arising out of or relating to this Agreement or
      any
      action taken or omitted hereunder, and waives personal service of any summons,
      complaint or other process and agrees that the service thereof may be made
      by
      certified or registered mail directed to it at the address listed on
Exhibit
      A
      hereto.

    


    11. Miscellaneous

    


    11.1 This
      Agreement shall be construed without regard to any presumption or other rule
      requiring construction against the party causing such instrument to be drafted.
      The terms “hereby,” “hereof,” “hereunder,” and any similar terms, as used in
      this Agreement, refer to the Agreement in its entirety and not only to the
      particular portion of this Agreement where the term is used. The word “person”
shall mean any natural person, partnership, corporation, government and any
      other form of business of legal entity. All words or terms used in this
      Agreement, regardless of the number or gender in which they were used, shall
      be
      deemed to include any other number and any other gender as the context may
      require. This Agreement shall not be admissible in evidence to construe the
      provisions of any prior agreement. 

    


    11.2 This
      Agreement and the rights and obligations hereunder of Green may not be assigned.
      This Agreement and the rights and obligations hereunder of the Escrow Agent
      may
      be assigned by the Escrow Agent, with the prior consent of Green and the
      Required Investors. This Agreement shall be binding upon and inure to the
      benefit of each party’s respective successors, heirs and permitted assigns. No
      other person shall acquire or have any rights under or by virtue of this
      Agreement. This Agreement may not be changed orally or modified, amended or
      supplemented without an express written agreement executed by the Escrow Agent,
      Green and the Investors. This Agreement is intended to be for the sole benefit
      of the parties hereto and their respective successors, heirs and permitted
      assigns, and none of the provisions of this Agreement are intended to be, nor
      shall they be construed to be, for the benefit of any third person, other than
      the Placement Agent.

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    11.3 This
      Agreement shall be governed by, and construed in accordance with, the internal
      laws of the State of Virginia. The representations and warranties contained
      in
      this Agreement shall survive the execution and delivery hereof and any
      investigations made by any party. The headings in this Agreement are for
      purposes of reference only and shall not limit or otherwise affect any of the
      terms thereof. 

    


    12.
       Execution
      of Counterparts This
      Agreement may be executed in a number of counterparts, by facsimile, each of
      which shall be deemed to be an original as of those whose signature appears
      thereon, and all of which shall together constitute one and the same instrument.
      This Agreement shall become binding when one or more of the counterparts hereof,
      individually or taken together, are signed by all the parties.

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

    


    IN
      WITNESS WHEREOF, the parties have executed and delivered this Closing Escrow
      Agreement on the day and year first above written.

    


    ESCROW
      AGENT:

    


    TRI-STATE
      TITLE & ESCROW, LLC

    


    By: 
      /s/
      Guy
      W. Turner

    
      
        

      

    

    Name:
      Guy
      W. Turner

    Title:
      President

    


    


    GREEN
      AGRICULURE HOLDING CORPORATION

     

    By: 
      /s/ Yinshing David To

    
      

    

    Name:
      Yinshing
      David To

    Title:
      Director

     

    NAME
      OF
      INVESTOR:

     

    
      
 

    By:

    
      

    

    Name:

    Title:

    


    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    


    EXHIBIT
      A

    PARTIES
      TO AGREEMENT

    


    Tri-State
      Title & Escrow, LLC

    360
      Main
      Street

    P.O.
      Box
      391 

    Washington,
      VA 22747

    (800)
      984-2155 

    Attention:
      Johnnie L. Zarecor

    


    Telephone:
      (540) 675-2155

    Fax: (540)
      675-2155

    Email
      escrow@tristatetitle.net

    


    Green
      Agriculture Holding Corporation

    45
      Old
      Millstone Drive, Unit 6,

    East
      Windsor, NJ 08520

    Attn:
      Mr.
      Yinshing David To

    


    [Insert
      Investor Information]

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    


    EXHIBIT
      B

    


      SUBCRIPTION
      INFORMATION

    


    
      	Name
              of
              Subscriber	 	 
	
            	 	
            
	Address
              of Subscriber	 	  

	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	Amount of Securities	 	 
	Subscribed
              (US$)	 	  

	 	 	 
	Subscription Amount	 	 
	Submitted
              Herewith	 	  

	 	 	 
	Taxpayer ID Number/ 	 	 
	Social
              Security Number	 	  



    

    


    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    


    EXHIBIT
      C

    


    DISBURSEMENT
      REQUEST

    


    Pursuant
      to that certain Closing Escrow Agreement dated effective as of December __,
      2007, among Green Agriculture Holding Corporation and Tri-State Title &
Escrow, LLC, the Escrowing Party hereby requests disbursement of funds in the
      amount and manner described below from account number 5060024931, styled
      Tri-State Title & Escrow, LLC Escrow Account.

    
      


      
        	Please
                disburse
                to:	 	 	 
	
              	 	 	
              
	Amount
                to disburse:	 	 	  

	 	 	 	 
	Form
                of distribution:	 	 	  

	 	 	 	 
	Payee:	 	 	 
	
              	
                Name:

              	 	  

	 	Address:	 	 
                
	
              	City/State:	 	 
                
	
              	Zip:	 	  

	 	 	 	 
	Please
                disburse to:	 	 	 
                
	 	 	 	 
	Amount
                to disburse:	 	 	 
                
	 	 	 	 
	Form
                of distribution:	 	 	 
                
	 	 	 	 
	Payee:	 	 	 
	 	Name:	 	 
                
	 	Address:	 	 
                
	 	City/State:	 	 
                
	 	Zip:	 	 
                


      

       

      Subscriptions
        Accepted From

       

      
        	Subscriber	 	 	Amount
	 	 	 	 
                
	 
                	 	 	 
                
	 
                	 	 	 
                
	 
                	 	 	 
                
	
                Total:       
                  

              	 	 	 
                
	 	 	 	 
	
                Statement
                  of event or condition which calls for this request for
                  disbursement:

              
	 

	 



      

    

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    
      	 	 	 
	 	
              Discovery
                Technologies, Inc.

            
	 
 	 
 	 
 
	
              Date:
                _________________________

               

            	By:  	
               

              
                

              

              Name:
                
                Title:
                  

              

            


    

    
       

      
        	 	 	 
	 	
                Tri-State
                  Title & Escrow, LLC

              
	 
 	 
 	 
 
	
                Date:
                  _________________________

                 

              	By:  	
                 

                
                  

                

                
                  Name:
                    

                  Title:
                    

                

              


      

      
        
           

          
            	 	 	 
	 	
                    
                      Investors:

                    

                  
	 	 
	 	
                    ___________________________

                  
	 
 	 
 	 
 
	
                    Date:
                      _________________________

                     

                  	By:  	
                     

                    
                      

                    

                    
                      Name:
                        

                      Title:
                        

                    

                  


          

           

          
            
              
              

            

            
              12

              
                

              

            

            
              
              

            

          

        

      

    


    EXHIBIT
      D

    


    HOLDBACK
      ESCROW AGREEMENT

     

    
      
        
        

      

      
        13