Unassociated Document


    SECOND
      AMENDMENT TO STOCK PURCHASE AGREEMENT

     

    This
      Second Amendment to Stock Purchase Agreement (“Second Amendment”) is entered
      into as of July 16, 2008 by and among Fine Lake International Limited, a company
      organized under the laws of the British Virgin Islands (“Buyer”) and a
      wholly-owned subsidiary of China Water and Drinks Inc., a Nevada corporation
      (“CWD”), CWD, and Peter Ng and Connie Leung, the shareholders (jointly, the
“Sellers” and individually, a “Seller”) of Pilpol (HK) Biological Limited, a
      Hong Kong company (“Pilpol”) that owns and operates Naning Taoda Drink Company
      Limited, a PRC company. 

     

    WHEREAS,
      Buyer, CWD, and the Sellers are contracting parties to that certain Stock
      Purchase Agreement, dated as of June 15, 2007 (the “Original Agreement”),
      pursuant to which Buyer purchased 100% of the outstanding equity of Pilpol
      (the
“Shares”);

     

    WHEREAS,
      Buyer, CWD, and the Sellers are contracting parties to that certain Amendment
      No. 1 to Stock Purchase Agreement, dated as of August 15, 2007 (the “First
      Amendment”), pursuant to which the parties thereto amended the Original
      Agreement (the Original Agreement as amended by the First Amendment is referred
      to herein as the “Agreement”); 

     

    WHEREAS,
      Section 7.04 of the Agreement provides that the Agreement may be amended in
      a
      written instrument signed by the parties thereto or their respective successors
      and assigns; and 

     

    WHEREAS,
      Buyer, CWD, and the Sellers desire to amend certain provisions of the Agreement
      on the terms and conditions set forth herein. 

     

    NOW,
      THEREFORE, the parties hereto agree as follows:

     

    1.  Definitions.All
      terms
      used in this Second Amendment not otherwise defined herein shall have the same
      meanings as in the Agreement. The Recitals above shall be incorporated into
      and
      shall form a part of this Second Amendment. References to sections and Articles
      in this Second Amendment shall mean the sections and Articles of the Agreement
      unless otherwise stated.

     

    2.  Effective
      Date.
      Upon
      execution of this Second Amendment, all of the provisions in this Second
      Amendment amending and supplementing the Agreement shall become effective and
      binding upon the parties commencing on and after the date first stated
      above.

     

    3.  Amendments
      to the Agreement.
      On and
      after the date first stated above, the following amendments and supplements
      shall apply to the Agreement:

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

       

    

    
      	a.  	
              The
                Agreement shall be supplemented by the addition of the following
                defined
                terms to Section 1.01 of the Agreement:


            


    

     

    “Converted
      Shares”
has
      the
      meaning set forth in Section
      2.04
      hereof.


     

    “Effective
      Time”
has
      the
      meaning set forth in Section 1.3 of the Merger Agreement. 

     

    “Merger”
has
      the
      meaning set forth in the Recitals to the Merger Agreement.   

     

    “Merger
      Agreement”
means
      that certain Agreement and Plan of Merger and Reorganization dated as of May
      19,
      2008 by and among Heckmann Corporation, a Delaware corporation, Heckmannn
      Acquisition II Corporation, a Delaware corporation, and CWD. 

     

    
      	b.  	
              Section
                2.04 of the Agreement shall be amended and restated in its entirety
                as
                follows: 

            


    

     

    “SECTION
      2.04. Stock
      Consideration; Lock-up.
      

     

    (a) Reasonably
      promptly after July 16, 2008 (the “Stock Consideration Payment Date”), CWD shall
      issue to the Sellers and Buyer shall deliver to the Sellers the Stock
      Consideration, which shall consist of 1,523,578 shares of CWD Common Stock.
      The
      certificates representing the shares of CWD Common Stock comprising the Stock
      Consideration shall bear the legend set forth in Section 3.13. 

     

    (b) Prior
      to
      the Effective Time of the Merger, either Seller may sell, transfer or otherwise
      dispose of the shares of CWD Common Stock comprising the Stock Consideration,
      provided that, (1) in the case of a sale, transfer or other disposition, other
      than a sale, transfer or disposition pursuant to Rule 144 under the Securities
      Act, the transferee makes the representations and warranties in Sections 3.10,
      3.11, 3.12 and 3.13 hereof, agrees to be bound by the terms hereof, and agrees
      to effect any sale, transfer or other disposition of the shares of CWD Common
      Stock received from either Seller through Credit Suisse Securities (USA) LLC;
      or
      (2) in the case of a sale, transfer or other disposition pursuant to Rule 144
      under the Securities Act of 1933, any such sale, transfer or other disposition
      is made through Credit Suisse Securities (USA) LLC, is in compliance with the
      requirements of Rule 144 under the Securities Act, and is accompanied by an
      opinion of counsel reasonably satisfactory to CWD that the transfer may be
      effected in accordance with U.S. securities and any other applicable
      laws.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    (c) In
      the
      event that any Seller elects to convert all or any portion of the shares of
      CWD
      Common Stock included in the Stock Consideration into shares of Heckmann
      Corporation’s common stock at the Effective Time of the Merger pursuant to the
      Merger Agreement (the “Converted Shares”), each of the Sellers hereby agrees
      that such Seller shall not sell, transfer or otherwise dispose of fifty percent
      (50%) of the Converted Shares for a period of one (1) year from the date such
      Seller receives the Converted Shares.”

     

    4.  No
      Change.
      Except
      as provided by this Second Amendment, none of the rights, obligations, terms,
      or
      conditions in the Agreement are amended, modified or otherwise changed by this
      Second Amendment and after the Amendment Date, this Second Amendment and the
      Agreement shall be read as one document.

     

    5.  Governing
      Law.
      This
      Second Amendment shall be governed and construed in accordance with the laws
      of
      the State of New York, without regard to the principles of conflicts of law
      thereof. 

     

    6.  Counterparts.
      This
      Second Amendment may be executed by the parties hereto in separate counterparts,
      each of which shall be deemed an original, but all of which together shall
      constitute one and the same instrument. 

     

    [Signatures
      on the next page]

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    IN
      WITNESS WHEREOF, the parties hereto through their respective authorized
      signatories have executed this Second Amendment to Stock Purchase Agreement
      as
      of the date first stated above.

     

    


    BUYERS

    


    FINE
      LAKE
      INTERNATIONAL LIMITED 

    a
      British
      Virgin Islands company

     

    By:
      /s/
      Xu
      Hong
      Bin                                    

    Name:
      Xu
      Hong
      Bin                                     

    Title:
      Director                                _____    
      

    


    CWD

    


    CHINA
      WATER AND DRINKS INC. 

    a
      Nevada
      corporation 

    


    By: /s/
      Xu
      Hong
      Bin                                    

    Name:
      Xu
      Hong
      Bin                                   
 

    Title:
      President                                           
       

    


    SELLERS
      

    


    Shareholders
      of Pilpol (HK) Biological Limited 

    


    /s/
      Peter
      Ng                                         

    Peter
      Ng

    


    /s/
      Connie
      Leung                                         

    Connie
      Leung

    


    
      
        
        

      

      
        4