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, "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 and Enable Growth Partners LP ("Enable")
      seeks
      to purchase from the Escrowing Party, and the Escrowing Party seeks to sell
      to
      Hudson and Enable, 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, Hudson and Enable, 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 and Enable each desire 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 and will request Enable to 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.

     

    
      
         

      

      
        2

        
          

        

      

      
         

      

    

    


    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 and/or Enable 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.

    


    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: 

    


    
      
         

      

      
        3

        
          

        

      

      
         

      

       

    

    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 and/or Enable
      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.

     

    
      
         

      

      
        4

        
          

        

      

      
         

      

    

    


    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. 

    


    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.


     

    
      
         

      

      
        5

        
          

        

      

      
         

      

    

    


    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.

     

    
      
         

      

      
        6

        
          

        

      

      
         

      

    

    


    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. 

    


    
      
         

      

      
        7

        
          

        

      

      
         

      

       

    

    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).

     

    
      
         

      

      
        8

        
          

        

      

      
         

      

    

    


    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.

     

    
      
         

      

      
        9

        
          

        

      

      
         

      

    

     

    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:

            


    

    


    
      
         

      

      
        10

        
          

        

      

      
         

      

    


    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

     

    
      
         

      

      
        11

        
          

        

      

      
         

      

    


    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, "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:

    _______________________________________________________________

    _______________________________________________________________

     

     

    
      	
              Date:
                ______________________________

            	
              HUDSON
                BAY FUND, LP

            
	 	 	 
	 	
              By:

            	
              ______________________________

            
	 	 	
              Name:

            
	 	 	
              Title:

            
	 	 	 
	 	
              HUDSON
                BAY OVERSEAS FUND, LTD.

            
	 	 	 
	 	
              By:

            	
              ______________________________

            
	 	 	
              Name:

            
	 	 	
              Title:

            


    

     

    
      
         

      

      
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