Unassociated Document


    Exhibit
      10.2
      EXECUTION
        COPY


      ESCROW
        AGREEMENT

      


      This
        Escrow Agreement, dated as of March 13, 2008 (this “Agreement”),
        is
        entered into by and among Wo Hing Li, (the “Escrowing
        Party”),
        Hudson Bay Fund, LP, a Delaware limited partnership and Hudson Bay Overseas
        Fund, Ltd., a
        company
        with limited liability organized under the laws of the Cayman Islands
        (collectively, the "Hudson"
        and
        together with the Escrowing Party sometimes referred to collectively as the
        "Parties")
        and
        Tri-State Title & Escrow, LLC (the “Escrow
        Agent”).
        The
        principal address of each party hereto is set forth on Exhibit
        A.
        

      


      WITNESSETH:

      


      WHEREAS,
        the Escrowing Party owns shares of Ordinary Stock, $0.001 par value per share
        (the "Ordinary
        Stock"),
        of
        China Precision Steel, Inc., a Delaware corporation (the "Company")
        and is
        the Chairman of the Board, Chief Executive Officer and President of the
        Company.

      


      WHEREAS,
        Hudson seeks to purchase from the Escrowing Party, and the Escrowing Party
        seeks
        to sell to Hudson, up to Three Million, Five Hundred Twenty Four Thousand,
        Eight
        Hundred Ten (3,524,810) shares of Ordinary Stock currently owned by the
        Escrowing Party (the "Purchased
        Shares")
        in
        reliance upon available exemptions from the registration requirements of
        the
        U.S. Securities Act of 1933, as amended (the “Act”)
        and
        pursuant to the Stock Purchase Agreement (the “Stock
        Purchase Agreement”)
        by and
        among the Escrowing Party and Hudson, in an aggregate amount as calculated
        in
        accordance with Section 1.2 of the Stock Purchase Agreement (the “Purchase
        Price”).
        Capitalized items, not defined herein, shall have the same meanings as set
        forth
        in the Securities Purchase Agreement; and

      


      WHEREAS,
        pursuant to the provisions of the Stock Purchase Agreement, the Escrowing
        Party
        has agreed to establish an escrow on the terms and conditions set forth in
        this
        Agreement; and 

       

      WHEREAS,
        upon the consummation of the transactions contemplated by the Stock Purchase
        Agreement, Hudson desires to deposit 10% of the Purchase Price (the
“Escrowed
        Funds”)
        with
        the Escrow Agent, to be held in escrow until written instructions are received
        by the Escrow Agent from Hudson, at which time the Escrow Agent will disburse
        the Escrowed Funds in accordance with such instructions (the “Closing”);
        and

      


      WHEREAS,
        Escrow Agent is willing to hold the Escrow Shares and the Escrowed Funds
        in
        escrow subject to the terms and conditions of this 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.
        The
        Escrowing Party and Hudson hereby appoint 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 Escrow Shares. 

       

      2.1 Not
        later
        than two (2) Trading Days after the execution of the Stock Purchase Agreement,
        the Escrowing Party will deliver or cause to be delivered certificates
        evidencing an aggregate of Three Million, Five Hundred Twenty Four Thousand,
        Eight Hundred Ten (3,524,810) shares of Ordinary Stock (as adjusted for any
        stock dividend, stock split, stock combination, reclassification or similar
        transaction) (the “Escrow
        Shares”)
        to the
        Escrow Agent at the address set forth on Exhibit
        A
        hereto.

       

      2.2 The
        Escrow Shares shall be delivered to the Escrow Agent (i) duly manually endorsed
        for transfer on the back of such certificate or on a stock power to be attached
        to such certificate, in each case duly executed in the name that appears
        on the
        face of such certificate and (ii) including a Medallion Guarantee stamp placed
        below the signature on any accompanying stock power (unless such Medallion
        Guarantee is waived by the Company and Company's transfer agent).

      


      3.
         Delivery
        of the Escrowed Funds. 

      


      3.1 Upon
        the
        consummation of the transactions contemplated by the Stock Purchase Agreement,
        Hudson will deliver the Escrowed Funds to the Escrow Agent’s account as
        follows:

       

      
        	 Bank Name:	 	 Cardinal Bank
	 Bank Address:	 	 8270 Greensboro Dr., McLean,
                VA
	 Account Name:	 	 Tri-State Title & Escrow,
                LLC
	 ABA Number:	 	 056 008 849
	 Account Number:	 	 5060024931



       

      3.2 Escrowed
        Funds shall be forwarded to the Escrow Agent by check or by wire transfer,
        together with the written account of the Purchase Price in the form attached
        hereto as Exhibit B (the “Purchase
        Price Information”),
        in
        accordance with the following:

      


      (a)
        Escrowed Funds to be deposited by check shall be made payable to “TRI-STATE
        TITLE & ESCROW, LLC” and shall be delivered to the Escrow Agent at the
        address set forth on Exhibit
        A
        hereto
        and shall be
        accompanied by the Purchase
        Price Information.
        The
        Escrow
        Agent shall, upon receipt of the Purchase Price Information, together with
        the
        Escrowed Funds, deposit the monies so received in the Escrow Account.


      


      (b)
        Escrowed Funds to be wired shall be wired to the account set forth in Section
        3.1 above and the Purchase Price Information shall be faxed or emailed to
        the
        Escrow Agent in accordance with the information provided on Exhibit
        A.

       

      
        
          
          

        

        
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      3.3 Any
        checks which are received by the Escrow Agent that are made payable to a
        party
        other than the Escrow Agent shall be returned directly to the sender together
        with any documents delivered therewith. Simultaneously with each deposit,
        Hudson
        shall provide the Escrow Agent with the Purchase Price Information, including
        the name, address and taxpayer identification number of each Purchaser and
        the
        Purchase Price. The Escrow Agent is not obligated, and may refuse, to accept
        checks that are not accompanied by the Purchase Price Information containing
        the
        requisite information.

      


      3.4 In
        the
        event a wire transfer is received by the Escrow Agent and the Escrow Agent
        has
        not received Purchase Price Information, the Escrow Agent shall notify Hudson.
        If the Escrow Agent does not receive the Purchase Price Information from
        Hudson
        prior to close of business on the fifth business day (days other than a Saturday
        or Sunday or other day on which the Escrow Agent is not open for business
        in the
        State of Virginia) after notifying Hudson of receipt of said wire, the Escrow
        Agent shall return the funds to the sender.

      


      4.
         Escrow
        Agent to Hold and Release Escrow Shares.
        The
        Escrow Agent will hold and release the Escrow Shares received by it pursuant
        to
        the terms of this Escrow Agreement, as follows: 

      


      4.1 Upon
        receipt of written instructions from Hudson, the Escrow Agent shall immediately
        forward the Escrow Shares to the Company’s Transfer Agent for reissuance to
        Hudson as directed in such instructions. As used in this Agreement, “Transfer
        Agent” means Tri-State Title & Escrow, LLC, or such other entity hereafter
        retained by the Company as its stock transfer agent as specified in a writing
        from the Escrowing Party to the Escrow Agent and Hudson.

      


      4.2 This
        Agreement shall be of no further force or effect solely as to the Escrow
        Shares
        at such time as all of the Escrow Shares have been released. 

      


      4.3 In
        the
        event this Agreement, the Escrow Shares or the Escrow Agent becomes the subject
        of litigation, or if the Escrow Agent shall desire to do so for any other
        reason, the Parties hereby authorize the Escrow Agent, at its option, to
        deposit
        the Escrow Shares with the clerk of the court in which the litigation is
        pending, or a court of competent jurisdiction if no litigation is pending,
        and
        thereupon the Escrow Agent shall be fully relieved and discharged of any
        further
        responsibility with regard thereto. The Parties hereby also authorize the
        Escrow
        Agent, if it is threatened with litigation or if the Escrow Agent shall desire
        to do so for any other reason, to interplead all interested parties in any
        court
        of competent jurisdiction and to deposit the Escrow Shares with the clerk
        of
        that court and thereupon the Escrow Agent shall be fully relieved and discharged
        of any further responsibility hereunder to the parties from which they were
        received.

       

      
        
          
          

        

        
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      5.
         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 Escrow Agreement, as follows: 

      


      5.1 Hudson
        may deliver written instructions to the Escrow Agent and the Escrowing Party
        instructing the Escrow Agent to release some or all of the Escrowed Funds
        to
        satisfy any payment obligations of the Escrowing Party to Hudson pursuant
        to the
        Stock Purchase Agreement and/or the Registration Rights Agreement. Upon receipt
        of written instructions from Hudson, in substantially the form of Exhibit
        C
        hereto,
        the Escrow Agent shall release the Escrowed Funds as directed in such
        instructions. 

      


      5.2 This
        Agreement shall terminate and be of no further force or effect as to the
        Escrowed Funds at such time as all of the Escrowed Funds have been disbursed.
        

      


      5.3 In
        the
        event this Agreement, the Escrowed Funds or the Escrow Agent becomes the
        subject
        of litigation, or if the Escrow Agent shall desire to do so for any other
        reason, the Parties hereby authorize the Escrow Agent, at its option, to
        deposit
        the Escrowed Funds with the clerk of the court in which the litigation is
        pending, or a court of competent jurisdiction if no litigation is pending,
        and
        thereupon the Escrow Agent shall be fully relieved and discharged of any
        further
        responsibility with regard thereto. The Parties hereby also authorize the
        Escrow
        Agent, if it is threatened with litigation or if the Escrow Agent shall desire
        to do so for any other reason, to interplead all interested parties in any
        court
        of competent jurisdiction and to deposit the Escrowed Funds with the clerk
        of
        that court and thereupon the Escrow Agent shall be fully relieved and discharged
        of any further responsibility hereunder to the parties from which they were
        received.

      


      6.
         Exculpation
        and Indemnification of Escrow Agent

      


      6.1
         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 (other than payments or deliveries set forth hereunder),
        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 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
        Escrow Agreement referenced below, and except for written instructions given
        to
        the Escrow Agent by Hudson relating to the Escrowed Funds, the Escrow Agent
        shall not be obligated to recognize any other agreement by the Parties,
        notwithstanding that references hereto may be made herein and whether or
        not it
        has knowledge thereof. 

      


      6.2 Absent
        gross negligence, willful misconduct, bad faith or fraud by the Escrow Agent,
        the Escrow Agent shall not be liable to Parties 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.

       

      
        
          
          

        

        
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      6.3 Absent
        gross negligence, willful misconduct, bad faith or fraud by the Escrow Agent,
        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 the
        Escrowing Party 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 Escrow Agreement. The
        Escrow
        Agent shall have no responsibility with respect to the use or application
        of the
        Escrowed Funds pursuant to the provisions hereof.

      


      6.4 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 the Escrowing Party
        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.

      


      6.5 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
        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 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 6.6

      


      6.6 The
        Escrow Agent will be indemnified and held harmless by the Escrowing Party
        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 Escrow Agreement,
        the services of the Escrow Agent hereunder, except for claims relating to
        gross
        negligence, willful misconduct, bad faith or fraud by Escrow Agent or breach
        of
        this Escrow Agreement by the Escrow Agent, or the monies or other property
        held
        by it hereunder. Promptly after the receipt by 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 the
        Escrowing Party, 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 the Escrowing Party 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 9. 

       

      
        
          
          

        

        
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      6.7 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.


      


      7.
         Termination
        of Agreement and Resignation of Escrow Agent 

      


      7.1 This
        Escrow Agreement shall terminate upon release of all of the Escrow Shares
        and
        disbursement of all of the Escrowed Funds, provided that the rights of the
        Escrow Agent and the obligations of the Escrowing Party under Section 6 shall
        survive the termination hereof.

      


      7.2 The
        Escrow Agent may resign at any time and be discharged from its duties as
        Escrow
        Agent hereunder by giving the Escrowing Party 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 a joint notice from the Parties within the Notice Period, turn over
        to
        a successor escrow agent appointed jointly by the Parties all Escrow Shares
        and
        all Escrowed Funds (less such amount as the Escrow Agent is entitled to retain
        pursuant to Section 9) 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 Escrow Shares and the
        Escrowed Funds to the parties from which they were received without interest
        or
        deduction. 

      


      8.
         Form
        of Payments by Escrow Agent

      


      8.1 Any
        payments of the Escrowed Funds by the Escrow Agent pursuant to the terms
        of this
        Escrow Agreement shall be made by wire transfer unless directed to be made
        by
        check by the Escrowing Party.

      


      8.2
         All
        amounts referred to herein are expressed in United States Dollars and all
        payments by the Escrow Agent shall be made in such dollars.

      


      9. Compensation.
        Escrow
        Agent shall be entitled to the following compensation from the Escrowing
        Party:

       

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

       

      
        
          
          

        

        
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      9.2 Closing
        Fee:
        The
        Escrowing Party shall pay a fee of $500 to the Escrow Agent at Closing.


      


      9.3 Interest :
        During
        the term of this Agreement, the Escrowed Funds shall be invested in a money
        market deposit account, unless otherwise instructed in writing by the Parties
        and shall be acceptable to the Escrow Agent. 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 Agent’s account set forth in Section 3.1
        above. In connection with a Closing, the Escrowing Party shall be paid Accrued
        Interest determined by multiplying the available rate obtained by the Escrow
        Agent by 0.5 per annum on the aggregate amount of Escrowed Funds in the Escrow
        Agent’s account on the date of such Closing; provided,
        that,
        the
        Escrowed Funds will have been held by the Escrow Agent for at least one (1)
        day
        (the “Accrual
        Period”).
        No
        Accrued Interest shall be paid to the Escrowing Party if the Escrowed Funds
        have
        been held by the Escrow Agent for a period of time less than the Accrual
        Period.

      


      10. 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.

      


      11. Further
        Assurances. From
        time
        to time on and after the date hereof, the Escrowing Party 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 Escrow Agreement, to evidence compliance
        herewith or to assure itself that it is protected in acting
        hereunder.

      


      12. Consent
        to Service of Process .
        The
        Escrowing Party 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 Escrow 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.

      


      13. Miscellaneous

       

      13.1 This
        Escrow 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 Escrow Agreement, refer to the Escrow Agreement in its entirety
        and
        not only to the particular portion of this Escrow 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 Escrow 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 Escrow Agreement shall not be admissible in
        evidence to construe the provisions of any prior agreement. 

       

      
        
          
          

        

        
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      13.2 This
        Escrow Agreement and the rights and obligations hereunder of the Escrowing
        Party
        may not be assigned. This Escrow Agreement and the rights and obligations
        hereunder of the Escrow Agent may be assigned by the Escrow Agent, with the
        prior joint consent of the Parties. This Escrow 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 Escrow Agreement. This Escrow Agreement may not be changed
        orally
        or modified, amended or supplemented without an express written agreement
        executed by the Escrow Agent, the Escrowing Party and Hudson. This Escrow
        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 Escrow Agreement are intended to be, nor shall they be construed
        to be,
        for the benefit of any third person. The
        Parties further hereby waive any right to a trial by jury with respect to
        any
        lawsuit or judicial proceeding arising or relating to this Agreement. All
        signatures of the parties to this Agreement may be transmitted by facsimile,
        and
        such facsimile will, for all purposes, be deemed to be the original signature
        of
        such party whose signature it reproduces, and will be binding upon such
        party. A
        person
        who is not a party to this Agreement shall have no right to enforce any term
        of
        this Agreement. 

      


      13.3 This
        Escrow 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 Escrow Agreement shall survive the execution and delivery
        hereof and any investigations made by any party. The headings in this Escrow
        Agreement are for purposes of reference only and shall not limit or otherwise
        affect any of the terms thereof. 

      


      13.4 If
        any
        provision of this Agreement is prohibited by law or otherwise determined
        to be
        invalid or unenforceable by a court of competent jurisdiction, the provision
        that would otherwise be prohibited, invalid or unenforceable shall be deemed
        amended to apply to the broadest extent that it would be valid and enforceable,
        and the invalidity or unenforceability of such provision shall not affect
        the
        validity of the remaining provisions of this Agreement so long as this Agreement
        as so modified continues to express, without material change, the original
        intentions of the parties as to the subject matter hereof and the prohibited
        nature, invalidity or unenforceability of the provision(s) in question does
        not
        substantially impair the respective expectations or reciprocal obligations
        of
        the parties or the practical realization of the benefits that would otherwise
        be
        conferred upon the parties. The parties will endeavor in good faith negotiations
        to replace the prohibited, invalid or unenforceable provision(s) with a valid
        provision(s), the effect of which comes as close as possible to that of the
        prohibited, invalid or unenforceable provision(s).

       

      14.
         Execution
        of Counterparts This
        Escrow 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 Escrow Agreement shall become binding when one or more of the counterparts
        hereof, individually or taken together, are signed by all the
        parties.

       

      
        
          
            
            

          

          
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              8 -

            
              

            

          

          
            
            

          

        



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

      


      ESCROW
        AGENT:

      


      TRI-STATE
        TITLE & ESCROW, LLC

      


      


      


      By:
        ______________________________

      Name:

      Title:

      


      


      


      


      


      _________________________________

      Wo
        Hing
        Li

      


      


      


      


      HUDSON
        BAY FUND, LP

      


      


      


      By:
        ______________________________

      Name:

      Title:

      


      


      


      HUDSON
        BAY OVERSEAS FUND, LTD.

      


      


      


      By:
        ______________________________

      Name:

      Title:

       

       

      
        
          
          

        

        
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            9 -

          
            

          

        

        
          
          

        

      

       

      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

      


       

      Wo
        Hing
        Li

      c/o
        China
        Precision Steel, Inc.

      8th
        Floor, Teda Building

      87
        Wing
        Lok Street

      Sheung
        Wan

      Hong
        Kong, The People's Republic of China

      Telephone:
        +852-2543-8223

      Facsimile:
        +021-59940382

      


      


      Hudson
        Bay Fund, LP

      120
        Broadway, 40th Floor

      New
        York,
        New York 10271

      Telephone:
        212-571-1244

      Facsimile:
        212-571-1279

      Attention:
        Yoav Roth

      


      


      Hudson
        Bay Overseas Fund, Ltd.

      120
        Broadway, 40th Floor

      New
        York,
        New York 10271

      Telephone:
        212-571-1244

      Facsimile:
        212-571-1279

      Attention:
        Yoav Roth

       

      
        
          
          

        

        
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      EXHIBIT
        B

      


        PURCHASE
        PRICE INFORMATION

       

       

      
        	 Name
                of Purchaser	 	 
	 	 	 
	 Address
                of Purchaser	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 Purchase
                Price (US$)	 	 
	 	 	 
	
                 Amount Submitted 

                 Herewith (US$) 

              	 	 
	 	 	 
	 Taxpayer
                ID Number 	 	 


      

      


       

      
        
          
          

        

        
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      EXHIBIT
        C  

      


      DISBURSEMENT
        REQUEST

      


      Pursuant
        to that certain Escrow Agreement dated effective as of March __, 2008, among
        Wo
        Hing Li, (the “Escrowing
        Party”),
        Hudson Bay Fund, LP, a Delaware limited partnership and Hudson Bay Overseas
        Fund, Ltd., a
        company
        with limited liability organized under the laws of the Cayman Islands
        (collectively, the "Hudson")
        and
        Tri-State Title & Escrow, LLC (the “Escrow Agent”), Hudson 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:

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


        

      

       

      
        
          
          

        

        
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        	 Date:
                	 	 
	
                
                  

                

              	
                HUDSON
                  BAY FUND, LP

                 

                 

              
	 	By:  	/s/ 
	 	
                

                Name:

                Title:

              
	 	 


      

       

      
        	 	 	 
	 	HUDSON BAY OVERSEAS FUND, LTD.
	 
 	 
 	 
 
	 	By:  	/s/ 
	 	
                

                Name:

                Title:

              
	 	 


      

    

     

    
      
        
        

      

      
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