Exhibit
      10.3

    


     

    ESCROW
      AGREEMENT

     

    This
      Escrow Agreement (this “Agreement”),
      entered into as of this _____ day of June, 2007, is by and among China Agritech,
      Inc., a Delaware corporation (the “Company”),
      the
      Investors listed in Exhibit
      A
      hereto
      (“Investors”)
      and
      Securities Transfer Corporation (hereinafter referred to as the “Escrow
      Agent”).
      All
      capitalized terms used but not defined herein shall have the meanings assigned
      them in the Purchase Agreement (as hereinafter defined).

     

    BACKGROUND

     

    The
      Company and the Investors have entered into a Securities Purchase Agreement
      (the
“Purchase
      Agreement”)
      pursuant to which each Investor has agreed to purchase from the Company, and
      the
      Company has agreed to sell to each Investor, the number of shares of common
      stock, par value $0.001 per share, of the Company identified therein (the
“Shares”).
      The
      Company and the Investors have agreed to establish an escrow on the terms and
      conditions set forth in this Agreement. Roth Capital Partners, LLC has acted
      as
      placement agent in connection with the transactions contemplated by the Purchase
      Agreement. The Escrow Agent has agreed to act as escrow agent pursuant to the
      terms and conditions of this Agreement. 

     

    AGREEMENT

     

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

     

    1. Appointment
      of Escrow Agent.
      The
      Company and Roth hereby appoint the Escrow Agent as escrow agent to act in
      accordance with the Purchase Agreement and the terms and conditions set forth
      in
      this Agreement, and the Escrow Agent hereby accepts such appointment and agrees
      to act in accordance with such terms and conditions.

     

    2. Establishment
      of Escrow.
      All
      amounts instructed in the funds flow memorandum attached hereto as Exhibit
      C
      to be
      provided to the Escrow Agent shall be deposited with the Escrow Agent in
      immediately available funds by federal wire transfer or cashiers check to the
      account set forth in Exhibit
      B
      to this
      Agreement, such funds being referred to herein as the “Escrow
      Funds”.

     

    3. Segregation
      of Escrow Funds.
      The
      Escrow Funds shall be segregated from the assets of the Escrow Agent and held
      in
      trust for the benefit of the Company and the Investors in accordance
      herewith.

     

    4. Receipt
      and Investment of Funds.

     

    (a) The
      Escrow Agent agrees to place the Escrow Funds in a non-interest bearing and
      federally insured depository account. At the Company’s direction, the Company
      may request, and the Escrow Agent shall, upon the completion of appropriate
      documentation by the Company, move the Escrow Funds to an interest bearing
      and
      federally insured depository account (all interest earned on the interest
      bearing account shall be disbursed with the Escrow Funds in accordance with
      this
      Agreement). Subject to Section 7(c) hereof, the Escrow Agent shall have no
      liability for any loss resulting from the deposit of the Escrow
      Funds.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    (b) The
      Escrow Agent shall cause to be prepared all income and other tax returns and
      reports as the Escrow Agent, in its sole discretion, deems necessary or
      advisable in order to comply with all tax and other laws, rules and regulations
      applicable to the Escrow Funds.

     

    5. Disbursement
      of the Escrow Funds.

     

    (a) The
      Escrow Agent shall continue to hold the Escrow Funds delivered for deposit
      hereunder by the Investors until the earlier of: (1) receipt of a joint written
      notice from the Company and Roth, evidencing termination under Section 6.5(a)
      of
      the Purchase Agreement, (2) receipt of a written notice from the Company or
      Roth
      evidencing termination under Section 6.5(b) of the Purchase Agreement (each
      of
      (1) and (2), a “Termination
      Election”)
      or (3)
      receipt of a joint written notice from the Company and Roth that the conditions
      to closing under the Purchase Agreement have been satisfied and to disburse
      the
      Escrow Funds in accordance with Section 5(b) below.

     

    (b) If
      the
      Escrow Agent receives a Termination Election prior to its receipt of the notice
      contemplated under Section 5(a)(3), then the Escrow Agent shall return the
      Escrow Funds delivered by the Investors as directed by the Investors. If the
      Escrow Agent receives the notice contemplated under Section 5(a)(3) prior to
      a
      Termination Election, then the Escrow Agent shall disburse the Escrow Funds
      in
      accordance with the funds flow memorandum attached hereto as Exhibit
      C.
      

     

    (c) Following
      the Closing, if any, the Holdback Escrow Amount (as hereinafter defined) (which
      shall form a part of the Escrow Funds) shall continue to be held in the escrow
      account following disbursement of the balance of the Escrow Funds in accordance
      with Exhibit
      C
      to this
      Escrow Agreement. An amount of $2,000,000.00 shall be released by the Escrow
      Agent to the Company upon the Escrow Agent’s receipt of joint
      written notice from the Company and Roth Capital Partners, LLC that the Company
      has complied with both Section 4.11 and Section 4.15 of the Purchase
      Agreement
      (the
“Holdback
      Escrow Amount”).
      If
      for any reason, or for no reason whatsoever, the Escrow Agent does not receive
      the joint written notice relating to the Holdback Escrow Amount prior to the
      six
      month anniversary of the Closing Date, then such Holdback Escrow Amount shall
      remain in the escrow account until such time as the Escrow Agent receives a
      joint written notice from the Company and Roth Capital Partners, LLC that the
      Company has complied with both Section 4.11 and Section 4.15 of the Purchase
      Agreement.

     

    (d) This
      Escrow Agreement shall terminate and be of no further force or effect on the
      disbursement of all Escrow Funds.

     

    (e) Each
      of
      the Investors represents, as to itself or himself only, that, except as
      otherwise provided in Section 5(b), (i) any amounts placed into escrow under
      this Escrow Agreement or in accordance with the Purchase Agreement are not
      refundable to such Investor, (ii) such Investor does not have any control or
      discretion over the release of the funds in the escrow account established
      by
      this Escrow Agreement, and (iii) such Investor has not been issued, or will
      not
      be entitled to, a refund or repayment of any amounts held in escrow under this
      Escrow Agreement.

     

    
      
        
        

      

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

     

    7. Exculpation,
      Indemnification and Compensation of Escrow Agent.

     

    (a) The
      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. The 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 or depositing the Escrow
      Funds. The Escrow Agent will have no duties or responsibilities other than
      those
      expressly set forth herein. The Escrow Agent will be under no liability to
      anyone by reason of any failure on the part of any party hereto (other than
      the
      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 the Escrow Agent
      pursuant to the terms of this Agreement, the 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) The
      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 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 reasonably believed
      by the Escrow Agent to be genuine and to be signed or presented by the proper
      person or persons. The duties and responsibilities of the Escrow Agent hereunder
      shall be determined solely by the express provisions of this 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) The
      Escrow Agent will be indemnified and held harmless by the Company from and
      against any expenses, including reasonable attorneys’ fees and disbursements,
      damages or losses suffered by the 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 the Escrow Agent hereunder; except, that
      if
      the Escrow Agent is guilty of willful misconduct, fraud or gross negligence
      under this Agreement, then the Escrow Agent will bear all losses, damages and
      expenses arising as a result of such willful misconduct, fraud or gross
      negligence. For this purpose, the term “attorneys' fees” includes fees payable
      to any counsel retained by the Escrow Agent in connection with its services
      under this Agreement and, with respect to any matter arising under this
      Agreement as to which the Escrow Agent performs legal services, its standard
      hourly rates and charges then in effect. Promptly after the receipt by the
      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, the 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.

     

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

     

    8. Resignation
      of Escrow Agent.
      At any
      time, upon ten (10) days’ written notice to the parties hereto, the Escrow Agent
      may resign and be discharged from its duties as Escrow Agent hereunder. As
      soon
      as practicable after its resignation, the Escrow Agent will promptly turn over
      to a successor escrow agent appointed by the parties hereto all monies and
      property 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 the Escrow Agent, the
      parties hereto shall have failed to appoint a successor escrow agent, the Escrow
      Agent may interplead the Escrow Funds into the registry of any court having
      jurisdiction.

     

    9. Method
      of Distribution by Escrow Agent.
      All
      disbursements by the Escrow Agent pursuant to this Agreement will be made by
      wire transfer of immediately available funds in accordance with the funds flow
      memorandum attached hereto as Exhibit
      C.

     

    10. Records.
      The
      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,
      the
      Escrow Agent shall provide the parties hereto, as the case may be, with a
      complete copy of such records, certified by the 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 the
      Escrow Agent.

     

    
      
        
        

      

      
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    11. Matters
      Relating to Roth.
      The
      Company agrees to indemnify Roth to the same extent that they indemnify the
      Escrow Agent hereunder. Furthermore, Roth shall be entitled to the same
      exculpatory provisions applicable to the Escrow Agent, as set forth more
      specifically in Section 7 herein.

     

    12. Notice.
      All
      notices, requests, demands and other communications under this Agreement shall
      be in writing and shall be deemed to have been duly given (a) on the date of
      service if served personally on the party to whom notice is to be given, (b)
      on
      the day of transmission if sent by facsimile/email
      transmission to the facsimile number/email address given below, and telephonic
      confirmation of receipt is obtained promptly after completion of transmission,
      (c) on the day after delivery to Federal Express or similar overnight courier
      or
      the Express Mail service maintained by the United States Postal Service or
      (d)
      on the fifth day after mailing, if mailed to the party to whom notice is to
      be
      given, by first class mail, registered or certified, postage prepaid, and
      properly addressed, return receipt requested, to the party as
      follows:

     

    
      	
            	If
              to the Escrow Agent:	
              Securities
                Transfer Corporation 

            


    

    2591
      Dallas Parkway, Suite 102

    Frisco,
      TX 75034

    Facsimile:
      (469)-633-0088

    Attn.:
      Kevin B. Halter, Jr.

     

    
      	
            	If
              to the Company:	
              China
                Agritech, Inc.

            


    

    A#
      Room
      0706-0707, The Spaces International Center 

    No.
      8,
      Dongdaqiao Road 

    Chaoyang
      District, Beijing 100020 

    People's
      Republic of China

    Facsimile:
      86 10 5870 2108

    Attention:
      President

    


    
      	
            	If
              to an Investor:	
              To
                the address set forth under such Investor’s name on Exhibit
                A
                hereto;

            


    

    


    or
      to
      such other address and to the attention of such other person as any of the
      above
      may have furnished to the other parties in writing and delivered in accordance
      with the provisions set forth above.

     

    13. Execution
      in Counterparts; Facsimile Execution.
      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. Facsimile execution and delivery of this Agreement is legal, valid
      and binding for all purposes.

     

    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. 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 Funds 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.

     

    
      
        
        

      

      
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    15. APPLICABLE
      LAW.
      THIS
      AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF
      THE
      STATE OF NEW YORK, USA APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED THEREIN.
      THE PARTIES EXPRESSLY WAIVE SUCH DUTIES AND LIABILITIES, IT BEING THEIR INTENT
      TO CREATE SOLELY AN AGENCY RELATIONSHIP AND HOLD THE ESCROW AGENT LIABLE ONLY
      IN
      THE EVENT OF ITS WILLFUL MISCONDUCT, FRAUD, OR GROSS NEGLIGENCE. ANY LITIGATION
      CONCERNING THE SUBJECT MATTER OF THIS AGREEMENT SHALL BE EXCLUSIVELY PROSECUTED
      IN THE COURTS OF NEW YORK COUNTY, NEW YORK, USA, AND ALL PARTIES CONSENT TO
      THE
      EXCLUSIVE JURISDICTION AND VENUE OF THOSE COURTS.

     

    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.

     

    [Signature
      Page Follows]

     

     

    
      
        
        

      

      
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    IN
      WITNESS WHEREOF, the parties have duly executed this Agreement as of the date
      first above written.

    
 

    
      
        	
                The
                  Company:

              	
                CHINA
                  AGRITECH, INC.

              
	 	 
	 	
                By:
                  ________________________________

              
	 	
                Name:
                  Yu Chang

              
	 	
                Title:
                  Chief Executive Officer

              
	 	 
	 	 
	
                Escrow
                  Agent:

              	
                SECURITIES
                  TRANSFER CORPORATION

              
	 	 
	 	
                By:
                  _______________________________

              
	 	
                Name:
                  

              
	 	
                Title:

              
	 	 
	 	
                Investors:

              
	
                 

              	 
	
                 

              	
                ___________________________________

              
	 	 
	 	
                By:
                  ________________________________

              
	 	
                Name:
                  

              
	 	
                Title:

              
	 	 
	 	
                Address
                  for notice:

              
	 	 
	 	 
	 	 
	 	
                ___________________________________