Exhibit
10.1
 
 STOCK
ESCROW AGREEMENT
 
 This
Escrow Agreement is entered into as of April 1, 2008, by and among Songzai
International Holding Group Inc., a Nevada corporation (the “Buyer”);
Heilongjiang Xing An Mining Development Group Co., Ltd., a People’s Republic of
China limited liability company (“Xing An Mining”), GONG Mingshu, a natural
person, YUE Yunjia, a natural person, YUE Yunpeng, a natural person, and YUE
Guoqing, a natural person; and U.S. Bank National Association, a national
banking association (the “Escrow Agent”), as escrow agent.
  WHEREAS,
the Buyer and Shareholders, among others, have entered into an agreement dated
December 31, 2008 (the “Stock Purchase Agreement”) pursuant to which certain
shares of stock of Buyer have been withheld and are to be placed in escrow as a
source of the payment for any indemnified claims that may arise pursuant to the
Stock Purchase Agreement; and
  WHEREAS,
the Interested Parties wish to engage the Escrow Agent to act, and the Escrow
Agent is willing to act, as escrow agent hereunder and, in that capacity, to
hold, administer and distribute the shares deposited in escrow hereunder in
accordance with, and subject to, the terms of this Agreement;
  NOW
THEREFORE, for valuable consideration, the receipt whereof is hereby
acknowledged, the parties hereto agree as follows:
  Section
1.   Definitions.
  As used
herein, the following terms shall have the meanings given below:
  (a)             “Buyer”
shall have the meaning ascribed to it in the Preamble.
  (b)             “Business
Day” shall mean a day other than a Saturday, Sunday, or other day on which
commercial banks are authorized or required by law to close.
  (c)             
“Claim” shall mean a claim for indemnification arising under the Stock Purchase
Agreement.
  (d)             
“Escrow Agent” shall have the meaning ascribed to it in the
Preamble.
  (e)             “Escrow
Property” shall mean the Escrow Shares, together with any dividends and other
distributions therefrom or proceeds thereof received by the Escrow Agent,
collectively.
  (f)             “Escrow
Shares” shall 8,000,000 shares of the common stock of the Buyer.
  (g)             “Interested
Parties” shall mean the Buyer and the Shareholder collectively.
  (h)             “Interim
Distribution Date” shall mean the first day of each calendar quarter after the
date hereof.
  (i)  “Interim
Distribution Notice” shall mean a written notice from Buyers legal counsel as to
the number of shares that each Shareholder may sell pursuant to Rule 144 on the
relevant Interim Distribution Date.
  j“Shareholder”
shall mean any of Xing An Mining, Gong Mingshu, YUE Yunjia, YUE Yunpeng and YUE
Guoqing.
  (k)“Shareholders”
shall mean Xing An Mining, Gong Mingshu, YUE Yunjia, YUE Yunpeng and YUE Guoqing
collectively.
  
  (l)
“Termination Date” shall mean the second anniversary of the date
hereof.
  (m)
“Stock Purchase Agreement” shall have the meaning ascribed to it in the
premises.
  (n)
“Value” of any Escrow Shares shall be the average of the last reported sale
prices per share of the common stock of the Buyer on the over the five
consecutive trading days ending two trading days before (i) such Escrow Shares
are distributed by the Escrow Agent to the Buyer as provided herein or (ii) the
Value of the Escrow Shares is otherwise required to be calculated pursuant to
the terms hereof (subject to equitable adjustment in the event of any stock
split, stock dividend, reverse stock split or similar event affecting the common
stock of the Buyer since the beginning of such five-day period), multiplied by
the number of such Escrow Shares..
  (o)“Xing
An Mining” shall have the meaning ascribed to it in the Preamble.
  Section
2.   Deposit
of Escrow Shares.
  On the
date hereof, the Buyer shall deliver to the Escrow Agent the Escrow Shares in
the form of a single certificate registered in the name of “Var & Co.” as
nominee for the Escrow Agent, and the Escrow Agent shall hold and administer the
Escrow Property subject to the terms of this Agreement.  The Escrow
Agent shall have no responsibility for the genuineness, validity, market value,
title or sufficiency for any intended purpose of the Escrow
Property.
  Section
3.   Claims
and Payment; Release from Escrow.
  (a)             Distribution by Escrow
Agent.  The Escrow Agent shall distribute the Escrow Shares
only in accordance with (i) a written instrument delivered to the Escrow Agent
that is executed by both the Buyer and the Shareholders and that instructs the
Escrow Agent as to the distribution of some or all of the Escrow Shares, (ii) an
order of a court of competent jurisdiction, a copy of which is delivered to the
Escrow Agent by either the Buyer or the Shareholders, that instructs the Escrow
Agent as to the distribution of some or all of the Escrow Shares, or (iii) the
provisions of Section 3(b), 3(c) or 3(d) hereof.
  (b)             Interim
Distributions.  Within five business days after its receipt of
an Interim Distribution Notice, the Escrow Agent shall distribute to each
Shareholder that number of the Escrow Shares specified, registered in the name
of the Shareholders.  Notwithstanding the foregoing, if the Buyer has
previously delivered to the Escrow Agent a copy of a notice of any Claim and the
Escrow Agent has not received written notice of the resolution of the claim
covered thereby, the Escrow Agent shall retain in escrow after the relevant
Interim Distribution Date such number of Escrow Shares as have a Value equal to
150% of (i) the amount of the Claim covered by such.  Any Escrow
Shares so retained in escrow shall be distributed only in accordance with the
terms of clauses (i) or (ii) of Section 3(a) hereof.
  (c)             Distribution Following
Return of Registered Capital.  In the event that Buyer
certifies to the Escrow Agent that the transfers of the registered capital of
Heilongjiang Xing An Group Hong Yuan Coal Mining Co., Ltd. and Heilongjiang Xing
An Group Sheng Yu Mining Co., Ltd. made, or attempted to be made, by the
Shareholders to Buyer and to a trust for the benefit of Buyer pursuant to the
Stock Purchase Agreement between,
among others, Buyer and Shareholders have been rescinded, did not take effect,
have been deemed to have not been completed or Buyer has otherwise not realized
the beneficial ownership of such registered capital, then, within five business
days after the receipt of such certification, the Escrow Agent shall distribute
to the Buyer all of the Escrow Shares then held in escrow, registered in the
name of the Buyers.
  
  (d)             Distribution Following
Termination Date.  Within five business days after Termination
Date, the Escrow Agent shall distribute to the Shareholders all of the Escrow
Shares then held in escrow, registered in the name of the
Shareholders.  Notwithstanding the foregoing, if the Buyer has
previously delivered to the Escrow Agent a copy of a notice of any Claim and the
Escrow Agent has not received written notice of the resolution of the claim
covered thereby, the Escrow Agent shall retain in escrow after the relevant
Interim Distribution Date such number of Escrow Shares as have a Value equal to
150% of (i) the amount of the Claim covered by such.  Any Escrow
Shares so retained in escrow shall be distributed only in accordance with the
terms of clauses (i) or (ii) of Section 3(a) hereof.
  (e)             Method of
Distribution.  Any distribution of all or a portion of the
Escrow Shares to the Shareholders shall be made by delivery of stock
certificates issued in the name of the Shareholders covering such percentage of
the Escrow Shares being distributed as is calculated in accordance with the
percentages set forth opposite such holders’ respective names on Attachment A
hereto.  Distributions to the Shareholders shall be made by mailing
stock certificates to such holders at their respective addresses shown on
Attachment A (or such other address as may be provided in writing to the Escrow
Agent by any such holder).  No fractional Escrow Shares shall be
distributed to Shareholders pursuant to this Agreement.  Instead, the
number of shares that each Shareholder shall receive shall be rounded up or down
to the nearest whole number.
  Section
4.  Certain Terms Concerning Escrowed Property.
  (a)             No Duty to Vote or Preserve
Rights in Escrow Stock
  Neither
the Escrow Agent nor its nominee shall be under any duty to take any action to
preserve, protect, exercise or enforce any rights or remedies under or with
respect to the Escrow Property (including without limitation with respect to the
exercise of any voting or consent rights, conversion or exchange rights, defense
of title, preservation of rights against prior matters or
otherwise).  Notwithstanding the foregoing, if the Escrow Agent is so
requested in a written request of a Shareholder received by the Escrow Agent at
least three (3) Business Days prior to the date on which the Escrow Agent is
requested therein to take such action (or such later date as may be acceptable
to the Escrow Agent), the Escrow Agent shall execute or cause its nominee to
execute, and deliver to such Shareholder a proxy or other instrument in the form
supplied to it by such Shareholder for voting or otherwise exercising any right
of consent with respect to that percentage of the Escrow Shares held by it
hereunder as set forth opposite such Shareholder’s name on Schedule A, to
authorize therein such Shareholder to exercise such voting or consent authority
in respect of such Escrow Shares (provided that the Escrow Agent shall not be
obliged to execute any such proxy or other instrument if, in its judgment, the
terms thereof may subject the Escrow Agent to any liabilities or obligations in
its individual capacity).  The Escrow Agent shall not be under any
duty or responsibility to forward to any Interested Party, or to notify any
Interested Party with respect to, or to take any action with respect to, any
notice, solicitation or other document or information, written or otherwise,
received from an issuer or other person with respect to the Escrow Shares,
including but not limited to, proxy material, tenders, options, the pendency of
calls and maturities and expiration of rights.
  (b)             Distribution Of Escrow
Shares.
  Any
distribution of all or a portion of the Escrow Shares to the Shareholders shall
be made by delivery of the stock certificate held by the Escrow Agent
representing the Escrow Shares to the transfer agent, endorsed for transfer,
with instruction to the transfer agent to transfer and issue the aggregate
number of Escrow Shares being distributed,
allocated among the Shareholders based upon their pro rata shares according to
the percentages set forth on Schedule A (as nearly
as practicable), in each case by issuing to each such Shareholder a stock
certificate representing such allocated shares, registered in his or her name
set forth on Schedule
A and mailed by first class mail to each such Shareholders’ address set
forth on Schedule
A (or to such other address as such Shareholder may have previously
instructed the Escrow Agent in writing); and, if less than all of the then
remaining Escrow Shares are to be so distributed and transferred, the Escrow
Agent shall instruct the transfer agent to issue and return to the Escrow Agent
(or its nominee, if the Escrow Agent shall so instruct) a stock certificate
representing the remaining Escrow Shares.  The Escrow Agent shall have
no liability for the actions or omissions of, or any delay on the part of, the
transfer agent in connection with the foregoing.
  
  (c)             Dividends and
Proceeds.
  (i)           Dividends Held In
Escrow.Any dividends or
distributions made in stock or other securities of the Buyer, whether stock
dividends, stock splits, or any other such distribution, from or under the
Escrow Shares, received by the Escrow Agent from time to tome during the term of
this Agreement shall be added to and become a part of the Escrow Property (and,
as such, shall become subject to the terms of this Agreement).
  (ii)           Dividends Not Held In
Escrow.Any dividends
not made in stock or other securities of the Buyer from or under the Escrow
Shares received by the Escrow Agent from time to time during the term of this
Agreement shall not be added to nor become a part of the Escrow Property, but
instead shall be promptly distributed to the Shareholders, allocated among the
Shareholders based upon their pro rata shares according to the percentages set
forth on Schedule
A as nearly as practicable.
  (iii)           Transaction
Confirmations.  The parties hereto acknowledge that, to the
extent regulations of the Comptroller of the Currency, or other applicable
regulatory entity, grant the parties the right to receive individual
confirmations of security transactions at no additional cost, as they occur, the
parties specifically waive receipt of such confirmations to the extent permitted
by law.  The Escrow Agent will furnish the parties hereto with
periodic cash transaction statements that include detail for all investment
transactions made by the Escrow Agent hereunder.
  (iv)           Tax
Reporting.  The Interested Parties agree that, for tax
reporting purposes, all interest or other income earned from the investment of
the Escrow Property shall be reported by the Escrow Agent as allocated to the
party to whom such interest or income is distributed.
  (v)           Certification of Taxpayer
Identification Number.  Each of the Interested Parties hereto
agrees to provide the Escrow Agent with a certified tax identification number by
signing and returning a Form W-9 (or Form W-8 BEN, in case of non-U.S. persons)
to the Escrow Agent, upon the execution and delivery of this
Agreement.  The Interested Parties understand that, in the event their
tax identification numbers are not certified to the Escrow Agent, the Internal
Revenue Code, as amended from time to time, may require withholding of a portion
of any interest or other income earned on the investment of the Escrow
Property.  Each of the Interested
Parties agreesto instruct the Escrow Agent
in writing with respect to the Escrow Agent’s responsibility
for withholding and other taxes,
assessments or other governmental charges, and to instruct the Escrow Agent with
respect to any certifications and governmental reporting that may be required
under any laws or regulations that may be applicable in connection
withits acting as Escrow Agent under this Agreement.
  (d)             Restricted
Securities.  The Shareholders agree that the Shareholders shall
be solely responsible for providing, at their cost and expense, any
certification, opinion of counsel or other instrument or document necessary to
comply with or satisfy any transfer restrictions to which the Escrow Shares are
subject, including without limitation any opinion of counsel required to be
delivered pursuant to any restrictive legend appearing on the certificate
evidencing the Escrow Shares in connection with any distribution of Escrow
Shares to be made by the Escrow Agent under or pursuant to this
Agreement.  Any such opinion of counsel shall include the Escrow Agent
as an addressee or shall expressly consent to the Escrow Agent’s reliance
thereon.
  
  Section
5.  Concerning
the Escrow Agent.
  (a)                 Each
Interested Party acknowledges and agrees that the Escrow Agent (i) shall not be
responsible for any of the agreements referred to or described herein (including
without limitation the Stock Purchase Agreement), or for determining or
compelling compliance therewith, and shall not otherwise be bound thereby, (ii)
shall be obligated only for the performance of such duties as are expressly and
specifically set forth in this Agreement on its part to be performed, each of
which is ministerial (and shall not be construed to be fiduciary) in nature, and
no implied duties or obligations of any kind shall be read into this Agreement
against or on the part of the Escrow Agent, (iii) shall not be obligated to take
any legal or other action hereunder which might in its judgment involve or cause
it to incur any expense or liability unless it shall have been furnished with
acceptable indemnification, (iv) may rely on and shall be protected in acting or
refraining from acting upon any written notice, instruction (including, without
limitation, wire transfer instructions, whether incorporated herein or provided
in a separate written instruction), instrument, statement, certificate, request
or other document furnished to it hereunder and believed by it to be genuine and
to have been signed or presented by the proper person, and shall have no
responsibility to make inquiry as to or to determine the genuineness, accuracy
or validity thereof (or any signature appearing thereon), or of the authority of
the person signing or presenting the same, and (v) may consult counsel
satisfactory to it, including in-house counsel, and the opinion or advice of
such counsel in any instance shall be full and complete authorization and
protection in respect of any action taken, suffered or omitted by it hereunder
in good faith and in accordance with the opinion or advice of such
counsel.
  (b)             The
Escrow Agent shall not be liable to anyone for any action taken or omitted to be
taken by it hereunder except in the case of the Escrow Agent’s gross negligence
or willful misconduct in breach of the terms of this Agreement.  In no
event shall the Escrow Agent be liable for indirect, punitive, special or
consequential damage or loss (including but not limited to lost profits)
whatsoever, even if the Escrow Agent has been informed of the likelihood of such
loss or damage and regardless of the form of action.
  (c)             The
Escrow Agent shall have no more or less responsibility or liability on account
of any action or omission of any book-entry depository, securities intermediary
or other subescrow agent employed by the Escrow Agent than any such book-entry
depository, securities intermediary or other subescrow agent has to the Escrow
Agent, except to the extent that such action or omission of any book-entry
depository, securities intermediary or other subescrow agent was caused by the
Escrow Agent’s own gross negligence or willful misconduct in breach of this
Agreement.
  (d)             The
Escrow Agent is hereby authorized, in making or disposing of any investment
permitted by this Agreement, or in carrying out any sale of the Escrow Property
permitted by this Agreement, to deal with itself (in its individual capacity) or
with any one or more of its affiliates, whether it or such affiliate is acting
as a subagent of the Escrow Agent or for any third person or dealing as
principal for its own account.
  (e)             Notwithstanding
any term appearing in this Agreement to the contrary, in no instance shall the
Escrow Agent be required or obligated to distribute any Escrow Property (or take
other action that may be called for hereunder to be taken by the Escrow Agent)
sooner than two (2) Business Days after (i) it has received the applicable
documents required under this Agreement in good form, or (ii) passage of the
applicable time period (or both, as applicable under the terms of this
Agreement), as the case may be.
  (f)             All
payments to the Escrow Agent hereunder shall be in U.S. dollars.
  
  Section
6.  Compensation, Expense
Reimbursement and Indemnification.
  (a)             The
Buyer hereby agrees to be the responsible party for payment of the Escrow
Agent’s fees and expenses hereunder.  Notwithstanding the foregoing,
each of the Interested Parties agrees, jointly and severally (i) to pay or
reimburse the Escrow Agent for its attorney’s fees and expenses incurred in
connection with the preparation of this Agreement and (ii) to pay the Escrow
Agent’s compensation for its normal services hereunder in accordance with the
fee schedule attached hereto as Exhibit Aand made a
part hereof, which may be subject to change hereafter by the Escrow Agent on an
annual basis.
  (b)             Each
of the Interested Parties agrees, jointly and severally, to reimburse the Escrow
Agent on demand for all costs and expenses incurred in connection with the
administration of this Agreement or the escrow created hereby or the performance
or observance of its duties hereunder which are in excess of its compensation
for normal services hereunder, including without limitation, payment of any
legal fees and expenses incurred by the Escrow Agent in connection with
resolution of any claim by any party hereunder.
  (c)             Each
of the Interested Parties covenants and agrees, jointly and severally, to
indemnify the Escrow Agent (and its directors, officers and employees) and hold
it (and such directors, officers and employees) harmless from and against any
loss, liability, damage, cost and expense of any nature incurred by the Escrow
Agent arising out of or in connection with this Agreement or with the
administration of its duties hereunder, including but not limited to attorney’s
fees, tax liabilities (other than income tax
liabilities associated with the Escrow Agent’s fees), any
liabilities or damages that may result from any inaccuracy or misrepresentation
made in any tax certification provided to
the Escrow Agent,  and other costs and expenses of defending or
preparing to defend against any claim of liability unless and except to the
extent such loss, liability, damage, cost and expense shall be caused by the
Escrow Agent’s gross negligence, or willful misconduct.  The foregoing
indemnification and agreement to hold harmless shall survive the termination of
this Agreement.
  (d)             Notwithstanding
anything herein to the contrary, the Escrow Agent shall have and is hereby
granted a possessory lien on and security interest in the Escrow Property, and
all proceeds thereof, to secure payment of all amounts owing to it from time to
time hereunder, whether now existing or hereafter arising.  The Escrow
Agent shall have the right to deduct from the Escrow Property, and proceeds
thereof, any such sums, upon one Business Day’s notice to the Interested Parties
of its intent to do so.
  (e)             Without
altering or limiting the joint and several liability of any of the Interested
Parties to the Escrow Agent hereunder, each of the Interested Parties agrees as
among themselves that Buyer shall pay all amounts payable to the Escrow Agent
pursuant to this Section 6(e).  Each Shareholder shall reimburse the
Buyer for his/her pro rata share of the fees and expenses.
  Section
7.  Resignation.
  The
Escrow Agent may at any time resign as Escrow Agent hereunder by giving thirty
(30) days’ prior written notice of resignation to Buyer and
Shareholders.  Prior to the effective date of the resignation as
specified in such notice, Buyer and Shareholders will issue to the Escrow Agent
a written instruction authorizing redelivery of the Escrow Property to a bank or
trust company that it selects as successor to the Escrow Agent hereunder (which
consent shall not be unreasonably withheld or delayed)].  If, however,
Buyer and Shareholders shall fail to name such a
successor escrow agent within twenty (20) days after the notice of resignation
from the Escrow Agent, the Buyer shall be entitled to name such successor escrow
agent.  If no successor escrow agent is named by Buyer and
Shareholders or by Buyer, the Escrow Agent may apply to a court of competent
jurisdiction for appointment of a successor escrow agent.
  
  Section
8.       Dispute
Resolution.
  It is
understood and agreed that, should any dispute arise with respect to the
delivery, ownership, right of possession, and/or disposition of the Escrow
Property, or should any claim be made upon the Escrow Agent or the Escrow
Property by a third party, the Escrow Agent upon receipt of notice of such
dispute or claim is authorized and shall be entitled (at its sole option and
election) to retain in its possession without liability to anyone, all or any of
the Escrow Property until such dispute shall have been settled either by the
mutual written agreement of the parties involved or by a final order, decree or
judgment of a court in the United States of America, the time for perfection of
an appeal of such order, decree or judgment having expired.  The
Escrow Agent may, but shall be under no duty whatsoever to, institute or defend
any legal proceedings which relate to the Escrow Property.
  Section
9.      Consent
to Jurisdiction and Service.
  Each of
the Interested Parties hereby absolutely and irrevocably consents and submits to
the jurisdiction of the courts in the State of Connecticut and of any Federal
court located in said State in connection with any actions or proceedings
brought against the Interested Parties (or any of them) by the Escrow Agent
arising out of or relating to this Escrow Agreement.  In any such
action or proceeding, the Interested Parties each hereby absolutely and
irrevocably (i) waives any objection to jurisdiction or venue, (ii) waives
personal service of any summons, complaint, declaration or other process, and
(iii) agrees that the service thereof may be made by certified or registered
first-class mail directed to such party, as the case may be, at their respective
addresses in accordance with Section 13 hereof.
  Section
10.      Waiver of
Jury Trial.
  THE
ESCROW AGENT AND THE INTERESTED PARTIES HEREBY WAIVE A TRIAL BY JURY OF ANY AND
ALL ISSUES ARISING IN ANY ACTION OR PROCEEDING BETWEEN THEM OR THEIR SUCCESSORS
OR ASSIGNS, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY OF ITS PROVISIONS
OR ANY NEGOTIATIONS IN CONNECTION HEREWITH.
  Section
11.       Force
Majeure.
  The
Escrow Agent shall not be responsible for delays or failures in performance
resulting from acts beyond its control.  Such acts shall include but
not be limited to acts of God, strikes, lockouts, riots, acts of war, terrorism,
epidemics, governmental regulations superimposed after the fact, fire,
communication line failures, computer viruses, power failures, earthquakes or
other disasters.
  Section
12.      Notices;
Wiring Instructions.
  (a)             Notice
Addresses.  Any notice permitted or required hereunder shall be
in writing, and shall be sent (i) by personal delivery, overnight delivery by a
recognized courier or delivery service, or (ii) mailed by registered or
certified mail, return receipt requested, postage prepaid, or (iii) by confirmed
telecopy accompanied by mailing of the original on the same day by first class
mail, postage prepaid, in each case the parties at their address set forth below
(or to such other address as any such party may hereafter designate by written
notice to the other parties).
  If
      to Buyer:Songzai
      International Holding Group Inc.20337
      Rimview PlaceWalnut,
      California  91789Attention:  Hongwen
      LiFax:   (909)
      839-2780Telephone
      #  (909) 468-2840
  
 
 If
      to Shareholders:Shareholder’s
      namec/o
      Mingshu Gong
              No.
      9,  People Road
              Jia
      Ge Da Qi, Jia Ge Da Qi District,
              Da
      Xing'an Mountain Region,
              Heilongjiang Province,
      PRC. 165000Fax:86
      457-2149188Telephone: 86
      457-2738223
 
 If
      to Escrow Agent:PART
      2by first class, certified or registered mail, hand,
              courier
      or overnight delivery to:U.S.
      Bank National Association
              Corporate
      Trust Services
              225
      Asylum Street, 23rd
      Floor
              Hartford,
      CT 06103
              Attention:  Arthur
      Blakeslee
              Re:  Songzai
      Internat’l Holdings Stock Escrow
              Telephone
      # (860) 241-6859PART
      3if by fax, addressed as
              above
      and sent to
              the
      following telecopy
              number:Fax:  (860)
      241-6881
 Notwithstanding
the foregoing, notices addressed to the Escrow Agent shall be effective only
upon receipt.  If any notice or document is required to be delivered
to the Escrow Agent and any other person, the Escrow Agent may assume without
inquiry that each notice or document was received by such other person when it
is received by the Escrow Agent.
 
 (a)             Wiring
Instructions.  Any funds to be paid to or by the Escrow Agent
hereunder shall be sent by wire transfer pursuant to the following instructions
(or by such method of payment and pursuant to such instruction as may have been
given in advance and in writing to or by the Escrow Agent, as the case may be,
in accordance with Section 13(a) above):
  If
      to Buyer:Bank:  Bank ofAmerica,HaciendaHeightsABA
      #: 121000358A/C
      #: 10677
      41078Attn:
      Hong jun LiRef:
      Hong yaun
      project
  
  If
      to Xing An Mining:Bank:: ICBC
      Jigadaqi Jiatie office,
              DaXingAnLing
      Dist, Heilongjiang
              Province,
      P, R China.ABA
      #: 10227900147A/C
      #: 0914052429245001838Attn:Ref:
 
 If
      to Gong Mingshu:Bank:
      ICBC RenMin Road office,
              DaXingAnLing
      Branch, HeiLongJiang
              Province,
      P, R ChinaABA
      #: 102279000147A/C
      #:4270205600104202Attn: ____________________________Ref:   ____________________________
 
 If
      to YUE Yunjia:Bank:  ICBC
      GuangHui office, Jagedaqi
              Dist,
      Heilongjiang Province, P.R ChinaABA
      #: 102279000139A/C
      #: 6222080914000004696Attn:  ____________________________Ref:    ____________________________
 
 If
      to YUE Yunpeng:Bank:  ICBC
      GuangHui office, Jagedaqi
              Dist,
      Heilongjiang Province, P.R ChinaABA
      #: 102279000139A/C
      #: 6222080914000004688Attn:  
      ___________________________Ref:   ____________________________
 
 If
      to YUE Guoqing:Bank:  ICBC
      GuangHui office, Jagedaqi
              Dist,
      Heilongjiang Province, P.R ChinaABA
      #: 102279000139A/C
      #: 6222080914000004704Attn:  ____________________________Ref:   ____________________________
 
 
 If
      to the Escrow Agent:Bank: U.S.
      Bank National AssociationABA
      #:  091000022A/C#:    __180121167365BNF:
      U.S.Bank Trust N.A.
              OBI:
      Corporate TrustRef:
      Songzai
      Esc
              Attn:  Chitra
      Burju
  
  Section
2.     Miscellaneous.
  (a)             Binding Effect;
Successors.  This Agreement shall be binding upon the
respective parties hereto and their heirs, executors, successors and
assigns.  If the Escrow Agent consolidates, merges or converts into,
or transfers all or substantially all of its corporate trust business (including
the escrow contemplated by this Agreement) to, another corporation, the
successor corporation without any further act shall be the successor Escrow
Agent.
  (b)             Modifications.  This
Agreement may not be altered or modified without the express written consent of
the parties hereto.  No course of conduct shall constitute a waiver of
any of the terms and conditions of this Escrow Agreement, unless such waiver is
specified in writing, and then only to the extent so specified.  A
waiver of any of the terms and conditions of this Escrow Agreement on one
occasion shall not constitute a waiver of the other terms of this Escrow
Agreement, or of such terms and conditions on any other
occasion.  Notwithstanding any other provision hereof, consent to an
alteration or modification of this Agreement may not be signed by means
of  an e-mail address.
  (c)             Governing
Law.  THIS ESCROW AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF CONNECTICUT.
  (d)             Reproduction of
Documents.  This Agreement and all documents relating thereto,
including, without limitation, (a) consents, waivers and modifications which may
hereafter be executed, and (b) certificates and other information previously or
hereafter furnished, may be reproduced by any photographic, photostatic,
microfilm, optical disk, micro-card, miniature photographic or other similar
process.  The parties agree that any such reproduction shall be
admissible in evidence as the original itself in any judicial or administrative
proceeding, whether or not the original is in existence and whether or not such
reproduction was made by a party in the regular course of business, and that any
enlargement, facsimile or further reproduction of such reproduction shall
likewise be admissible in evidence.
  (e)             Counterparts, Facsimile
Execution.  This Escrow Agreement may be executed in several
counterparts, each of which shall be deemed to be one and the same
instrument.  The exchange of copies of this Agreement and of signature
pages by facsimile transmission shall constitute effective execution and
delivery of this Agreement as to the parties and may be used in lieu of the
original Agreement for all purposes.  Signatures of the parties
transmitted by facsimile shall be deemed to be their original signatures for all
purposes.
  (f)             Customer Identification
Program.  Each of the Interested Parties acknowledge receipt of
the notice set forth on Exhibit B attached
hereto and made part hereof and that information may be requested to verify
their identities.
  [Signature
Page to Follow]
   
  IN
WITNESS WHEREOF, each of the parties has caused this Agreement to be duly
executed and delivered in its name and on its behalf as of April 1,
2008.
  SONGZAI
      INTERNATIONAL HOLDING GROUP INC.By:
              Li HongjunTitle:
      PresidentName:
      Li HongjunXING
      AN MININGBy:
              Gong
      MingshuTitle:
      PresidentName:
      Gong Mingshu/s/
      Gong MingshuGong
      Mingshu/s/
      Yue YunjiaYUE
      Yunjia/s/
      Yue YunpengYUE
      Yunpeng/s/
      Yue GuoqingYUE
      GuoqingU.S.
      Bank National AssociationBy:
              /s/
      Arthur L. BlakesleeTitle: Vice PresidentName: Arthur L. Blakeslee
   [Instruction:  Attach
Fee Schedule as Exhibit A, next page.]
  
  EXHIBIT
B
 
 Customer
Identification ProgramNotice
 
 
 
 Important
information about procedures for opening a new Account
 
 To help
the government fight the funding of terrorism and money laundering activities,
Federal law requires all financial institutions (which includes the Escrow
Agent) to obtain, verify and record information that identifies each person who
opens an account.
 
 For a
non-individual person such as a business entity, a charity, a trust or other
legal entity the Escrow Agent will ask for documentation to verify its formation
and existence as a legal entity.  Such documentation may include, but
is not limited to, Certificates of Good Standing from the appropriate Secretary
of State, certified copies of Partnership Agreements, Trust Agreements or other
formation agreements or documents.  For companies whose equity securities
are publicly traded, these requirements can be met with evidence of regulatory
filings with the Securities and Exchange Commission as found on their EDGAR
database.  We may also ask to see financial statements, licenses,
identification and authorization documents from individuals claiming authority
to represent the entity or other relevant documentation.
 
 In
addition, for non-individual entities, the Escrow Agent must be informed if any
contractual party is now acting, or has acted in the past 12 months, under a
different name, or has changed its name in the last 12 months.
 
 For
individuals, a copy of a government–issued identification, such as a driver’s
license or passport, is required to establish identity for the primary party
responsible for the account, such as the Shareholder Representative, as a
signing party to the governing documents.  Additionally, any
individual involved in the transaction will be required to proved a certified
Tax Identification Number on IRS Form W-9, or Form W-8 for non-US
Persons.
 
 Any
capitalized term used without definition in this Exhibit B is used
with the meaning assigned to such term in the Escrow Agreement of which this
Exhibit B is a
part.