Exhibit
      10.2

     

    ESCROW
      AGREEMENT

     

    This
      Escrow Agreement (this “Agreement”), dated as of June ____, 2007, is entered
      into by and among China Agritech, Inc., a Delaware corporation (the “Company”),
      each of the parties listed below who were Investors to the private offering
      of
      securities of the Company, Chang Yu, in his individual capacity (“Chang”), and
      Securities Transfer Corporation (hereinafter referred to as “Escrow
      Agent”).

     

    WHEREAS,
      each of the Investors has entered into a Securities Purchase Agreement, dated
      as
      of the date hereof (the “SPA”) evidencing their participation in the Company’s
      private offering (the “Offering”) of securities. As an inducement to the
      Investors to participate in the Offering and as set forth in the SPA, Chang
      agreed to place the “Escrow Shares” (as hereinafter defined) into escrow for the
      benefit of the Investors in the event the Company failed to satisfy the
“Performance Thresholds” (as hereinafter defined);

     

    WHEREAS,
      pursuant to the requirements of the SPA, the Company, Chang and the Investors
      have agreed to establish an escrow on the terms and conditions set forth in
      this
      Agreement;

     

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

     

    WHEREAS,
      all capitalized terms used but not defined herein shall have the meanings
      assigned them in the SPA.

     

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

     

    1. Appointment
      of Escrow Agent.
      The
      Investors, Chang and the Company hereby appoint Securities Transfer Corporation
      as Escrow Agent to act in accordance with the terms and conditions set forth
      in
      this Agreement, and Escrow Agent hereby accepts such appointment and agrees
      to
      act in accordance with such terms and conditions.

     

    2. Establishment
      of Escrow Upon
      the
      execution of this Agreement, Chang shall deliver to Escrow Agent a stock
      certificate evidencing 1,124,564 shares (the “Escrow Shares”) of the Company’s
      common stock, par value $0.001 per share (the “Common Stock”) along with a Stock
      Power executed in blank. As used in this Agreement, “Transfer Agent” means
      Securities Transfer Corporation, or such other entity hereafter retained by
      the
      Company as its stock transfer agent as specified in a writing from the Company
      to Escrow Agent.

     

    3. Representations
      and Covenants of the Company and Chang Each
      of
      the Company and Chang hereby individually and not severally represent and
      warrant to the Investors as follows:


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


     

    (i) Authorization;
      Enforcement. Chang has the requisite capacity and authority to enter into and
      to
      consummate the transactions contemplated by each of this Agreement and the
      Stock
      Power (the “Documents”) and otherwise to carry out his obligations thereunder.
      The execution and delivery of each of the Documents by Chang and the
      consummation of the transactions contemplated thereby have been duly authorized
      by all necessary action on the part of Chang and third parties and no further
      action is required by Chang or third parties in connection therewith. Each
      of
      the Documents has been duly executed by Chang and constitutes the valid and
      binding obligation of Chang and is enforceable against Chang in accordance
      with
      its terms, except as such enforceability may be limited by applicable
      bankruptcy, insolvency, reorganization, moratorium, liquidation or similar
      laws
      relating to, or affecting generally the enforcement of, creditors’ rights and
      remedies or by other equitable principles of general application. 

     

    (ii) Escrow
      Shares. The Escrow Shares are validly issued, fully paid and nonassessable
      shares of the Company, and free and clear of all pledges, liens and
      encumbrances. 

     

    (iii) Title
      to
      Escrow Shares. Chang has, and will provide to the Escrow Agent, good and valid
      title to the Escrow Shares to be transferred and delivered on behalf of Chang
      to
      the Investors hereunder, free and clear of all liens, encumbrances, equities
      or
      claims.

     

    (iv) No
      Conflicts. Chang’s execution and delivery of the Documents, Chang’s performance
      of his obligations under the Documents and the consummation of the transactions
      contemplated thereby do not and will not (i) conflict with, or constitute a
      default (or an event that with notice or lapse of time or both would become
      a
      default) under, or give to others any rights of termination, amendment,
      acceleration or cancellation (with or without notice, lapse of time or both)
      of,
      any agreement, credit facility, debt or other instrument or other understanding
      to which Chang, the Company or any Subsidiary is a party or by which any
      property or asset of Chang, the Company or any Subsidiary is bound or affected,
      or (ii) result (with or without notice, lapse of time or both) in the creation
      or imposition of any lien, charge or encumbrance upon the Escrow
      Shares.

     

    (v) Filings,
      Consents and Approvals. Except
      for the filing with the PRC State Administration of Foreign Exchange with
      respect to the change of share structure in the Company, neither
      Chang nor the Company is required to obtain any consent, waiver, authorization
      or order of, give any notice to, or make any filing or registration with, any
      U.S. or PRC court or other federal, state, local or other governmental authority
      or other Person in connection with the execution, delivery and performance
      by
      Chang and Escrow Agent of the Transaction Documents to which they are a party
      or
      the consummation of the transactions contemplated by any of the Transaction
      Documents.

     

    (vi) No
      Impairment of Investor Rights. Neither Chang nor the Company shall take any
      action which could impair Investors’ rights in the Escrow
      Shares.


    (vii) No
      Sale
      of Shares. Chang shall not sell, transfer, assign or otherwise dispose of (by
      operation of law or otherwise) or grant any option with respect to any Escrow
      Shares prior to the termination of this Agreement. For so long as this Agreement
      is in effect, the Company shall cause the Transfer Agent to maintain stop
      transfer instructions on its records with respect to all transfers of the Escrow
      Shares, except for the transfer and delivery to the Investors contemplated
      hereby.


    
      
        
        

      

      
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    (viii) Attorney-in-Fact.
      Escrow Agent is hereby appointed the attorney-in-fact of Chang for the purpose
      of carrying out the provisions of this Agreement and taking any action and
      executing any instrument that Escrow Agent reasonably may deem necessary or
      advisable to accomplish the purposes hereof, which appointment as
      attorney-in-fact is irrevocable and coupled with an interest. Without limiting
      the generality of the foregoing, Escrow Agent has full power and authority
      to
      effect any transfer of the Escrow Shares permitted under the terms of this
      Agreement.

     

    4. Disbursement
      of Escrow Shares Chang
      hereby agrees with and for the benefit of the Investors that if the After-Tax
      Net Income for the fiscal year ended December 31, 2007 reported in the Company’s
      Annual Report on Form 10-K for the fiscal year ending December 31, 2007, as
      filed with the Commission (the “2007
      Annual Report”)
      is
      $8,350,000 or less (the “2007
      Guaranteed ATNI”),
      Escrow
      Agent shall, on behalf of Chang, transfer to each Investor on a pro rata basis
      (based upon such Investor’s Investment Amount relative to the aggregate
      Investment Amount of all Investors) for no additional consideration, the Escrow
      Shares. If the 2007 Annual Report reflects After-Tax Net Income equal to or
      less
      than the 2007 Guaranteed ATNI, then the Company shall provide written
      instruction to Escrow Agent instructing Escrow Agent to issue and deliver
      certificates evidencing a certain number of Escrow Shares, as applicable, in
      accordance with Exhibit
      A,
      to each
      Investor, within ten (10) Business Days of the date the audit report for the
      fiscal year ending December 31, 2007 is filed with the Commission. Escrow Agent
      shall rely only on the letter of instruction from the Company in this regard.
      If
      the 2007 Annual Reports reflect After-Tax Net Income of greater than the 2007
      Guaranteed ATNI for the fiscal year ending December 31, 2007, the Company shall
      provide written instruction to Escrow Agent for the release of the Escrow Shares
      to Chang. Notwithstanding anything to the contrary contained
      herein, in the event that the release of the Escrow Shares to the
      Investors or Chang is deemed to be an expense or deduction from revenues/income
      of the Company for the applicable year, as required under U.S. generally
      accepted accounting principles, then such expense or deduction shall be
      excluded for purposes of determining whether or not the 2007 Guaranteed
      ATNI has been achieved by the Company.

     

    5. Duration
      This
      Agreement shall terminate upon the distribution of all the Escrow Shares. The
      Company agrees to promptly provide the Escrow Agent written notice of the filing
      with the Commission of any financial statements or reports referenced
      herein.


    6. Escrow
      Shares.  If
      the
      Escrow Shares are deliverable to the Investors pursuant to in accordance with
      this Agreement, and as required by the SPA, Chang, the Company and Escrow Agent
      covenant and agree to cooperate with the Transfer Agent so that the Transfer
      Agent promptly reissues such Escrow Shares in the applicable Investor’s name and
      delivers the same as directed by such Investor. Until such time as the Escrow
      Shares are required to be delivered pursuant to the SPA and in accordance with
      this Agreement, any dividends payable in respect of the Escrow Shares and all
      voting rights applicable to the Escrow Shares shall be retained by Chang. Should
      Escrow Agent receive dividends or voting materials, such items shall not be
      held
      by Escrow Agent, but shall be passed immediately on to Chang and shall not
      be
      invested or held for any time longer than is needed to effectively re-route
      such
      items to Chang. In the event that Escrow Agent receives a communication
      requiring the conversion of the Escrow Shares to cash or the exchange
      of the Escrow Shares for that of an acquiring company, the Escrow Agent shall
      solicit and follow the written instructions of Chang; provided,
      that
      the cash or exchanged shares are instructed to be redeposited into the Escrow
      Account. Chang shall be responsible for all taxes resulting from any such
      conversion or exchange.

    

      
        
          
          

        

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

     

    7. Interpleader
      Should
      any controversy arise among the parties hereto with respect to this Agreement
      or
      with respect to the right to receive the Escrow Shares, Escrow Agent shall
      have
      the right to consult counsel and/or to institute an appropriate interpleader
      action to determine the rights of the parties. Escrow Agent is also hereby
      authorized to institute an appropriate interpleader action upon receipt of
      a
      written letter of direction executed by the parties so directing Escrow Agent.
      If Escrow Agent is directed to institute an appropriate interpleader action,
      it
      shall institute such action not prior to thirty (30) days after receipt of
      such
      letter of direction and not later than sixty (60) days after such date. Any
      interpleader action instituted in accordance with this Section 6 shall be filed
      in any court of competent jurisdiction in the State of New York, and the Escrow
      Shares in dispute shall be deposited with the court and in such event Escrow
      Agent shall be relieved of and discharged from any and all obligations and
      liabilities under and pursuant to this Agreement with respect to the Escrow
      Shares.

     

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

     

    
      (b) Escrow
        Agent will not be liable for any action taken or omitted by it, or any action
        suffered by it to be taken or omitted, in good faith and in the exercise
        of its
        own best judgment, and may rely conclusively on, and will be protected in
        acting
        upon, any order, notice, demand, certificate, or opinion or advice of counsel
        (including counsel chosen by Escrow Agent), statement, instrument, report
        or
        other paper or document (not only as to its due execution and the validity
        and
        effectiveness of its provisions, but also as to the truth and acceptability
        of
        any information therein contained) which is reasonably believed by Escrow
        Agent
        to be genuine and to be signed or presented by the proper person or persons.
        The
        duties and responsibilities of Escrow Agent hereunder shall be determined
        solely
        by the express provisions of this Agreement and no other or further duties
        or
        responsibilities shall be implied, including, but not limited to, any obligation
        under or imposed by any laws of the State of New York upon
        fiduciaries.

    

    
 

    
      
        
        

      

      
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    (c) Escrow
      Agent will be indemnified and held harmless, jointly and severally, by the
      Company and Chang from and against any expenses, including reasonable attorneys’
fees and disbursements, damages or losses suffered by Escrow Agent in connection
      with any claim or demand, which, in any way, directly or indirectly, arises
      out
      of or relates to this Agreement or the services of Escrow Agent hereunder;
      except, that if Escrow Agent is guilty of willful misconduct, fraud or gross
      negligence under this Agreement, then Escrow Agent will bear all losses, damages
      and expenses arising as a result of such willful misconduct, fraud or gross
      negligence. Promptly after the receipt by Escrow Agent of notice of any such
      demand or claim or the commencement of any action, suit or proceeding relating
      to such demand or claim, Escrow Agent will notify the other parties hereto
      in
      writing. For the purposes hereof, the terms “expense” and “loss” will include
      all amounts paid or payable to satisfy any such claim or demand, or in
      settlement of any such claim, demand, action, suit or proceeding settled with
      the express written consent of the parties hereto, and all costs and expenses,
      including, but not limited to, reasonable attorneys’ fees and disbursements,
      paid or incurred in investigating or defending against any such claim, demand,
      action, suit or proceeding. The provisions of this Section 7 shall survive
      the
      termination of this Agreement.

     

    9. Compensation
      of Escrow Agent. The
      Company will pay Escrow Agent $3,000 for all services rendered by Escrow Agent
      hereunder.

     

    10. Resignation
      of Escrow Agent At
      any
      time, upon ten (10) days’ written notice to the Company, Escrow Agent may resign
      and be discharged from its duties as Escrow Agent hereunder. As soon as
      practicable after its resignation, Escrow Agent will promptly turn over to
      a
      successor escrow agent appointed by the Company the Escrow Shares held hereunder
      upon presentation of a document appointing the new escrow agent and evidencing
      its acceptance thereof. If, by the end of the 10-day period following the giving
      of notice of resignation by Escrow Agent, the Company shall have failed to
      appoint a successor escrow agent, Escrow Agent may interplead the Escrow Shares
      into the registry of any court having jurisdiction.


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

     

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

     

    
      
        
        

      

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

     

    14. Assignment
      and Modification This
      Agreement and the rights and obligations hereunder of any of the parties hereto
      may not be assigned without the prior written consent of the other parties
      hereto, except that any Investor shall have the right to assign its rights
      to
      receive all or any portion of the Escrow Shares deliverable to such Investor
      without the consent of any other party to this Agreement. Subject to the
      foregoing, this Agreement will be binding upon and inure to the benefit of
      each
      of the parties hereto and their respective successors and permitted assigns.
      No
      other person will acquire or have any rights under, or by virtue of, this
      Agreement. No portion of the Escrow Shares shall be subject to interference
      or
      control by any creditor of any party hereto, or be subject to being taken or
      reached by any legal or equitable process in satisfaction of any debt or other
      liability of any such party hereto prior to the disbursement thereof to such
      party hereto in accordance with the provisions of this Agreement. This Agreement
      may be changed or modified only in writing signed by all of the parties
      hereto.

     

    15. General. 
      

     

    This
      Agreement and the performance hereunder shall be governed by the laws of the
      State of New York. Chang consents to jurisdiction and venue for any litigation
      arising out of this Agreement of the United States District Court for the
      Southern District of New York and of the Supreme Court of the State of New
      York,
      New York County.


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

     

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

     

    18. Merger
      or Consolidation. 

     

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

     

    


     

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

      


       

      CHINA
        AGRITECH, INC.

       

       

      By:
        ___________________________

      Name:
        Yu
        Chang

      Title:
        Chief Executive Officer

       

      Address
        for Notice:

       

       

      ______________________________

      Yu
        Chang

       

      Address
        for Notice:

       

       

      SECURITIES
        TRANSFER CORPORATION

       

       

      By:
        ___________________________

      Name:

      Title:

       

      Address
        for Notice:

       

       

      INVESTORS
        ____________________

       

       

      By:
        ___________________________

      Name:
        

      Title:

       

      Address
        for Notice:

       

      
        
           

        

        
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