Exhibit 10.2



                                ESCROW AGREEMENT

     This Escrow Agreement (the  "Agreement"),  entered into as of this 25th day
of  January,  2005,  is by  and  among  Basic  Empire  Corporation,  a  Delaware
corporation (the  "Company"),  each of the purchasers of shares of the Company's
common stock (the "Shares")  identified below  (collectively,  the "Purchasers")
and Securities Transfer Corporation (hereinafter referred to as "Escrow Agent").

                                    RECITALS
                                    --------

     WHEREAS,  the Company and the Purchasers have entered into a Stock Purchase
Agreement (the "Purchase Agreement") pursuant to which each Purchaser has agreed
to  purchase  from the  Company,  and the  Company  has  agreed  to sell to each
Purchaser, the number of Shares identified therein;

     WHEREAS,  pursuant to Section 3 of the Purchase Agreement,  the Company and
the  Purchasers  have agreed to establish an escrow on the terms and  conditions
set forth in this Agreement;

     WHEREAS, the 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 Purchase  Agreement  which is attached  hereto as
Exhibit A.

                                    AGREEMENT
                                    ---------

     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.  Each  Purchaser  and the Company  hereby
appoints  Securities  Transfer  Corporation as Escrow Agent to act in accordance
with the  Purchase  Agreement  and 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. The Purchase Price for the transaction shall be
deposited with the Escrow Agent in immediately  available funds by wire transfer
or cashiers check at Closing (the "Escrow Funds").

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

<PAGE>

     4. Receipt and Investment of Funds.

     (a) Escrow Agent agrees to place the Escrow Funds in a non-interest bearing
and federally insured depository account.  Subject to Section 7.3 hereof, 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  that 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.  The parties agree to provide the
Escrow  Agent with  certified  tax  identification  numbers for each  individual
entitled to distributions  from the Escrow Fund by furnishing  appropriate forms
W-9 (or  Forms  W-8,  in the case of  non-U.S.  persons)  and  other  forms  and
documents that the Escrow Agent may  reasonably  request within twenty (20) days
after the date of such request.

     5. Escrow Termination Date; Disbursement of the Escrow Funds.

     This Agreement shall terminate upon (i) receipt of written notice signed by
the  Company  and each  Purchaser  confirming  the  filing  of the  Registration
Statement  relating to the Shares  required to be filed by the Company under the
Purchase  Agreement,  (ii) disbursement of the Chinamerica  Expenses (as defined
below),   (iii)   disbursement  of  the  Program  Escrow  Agreement,   and  (iv)
disbursement of the Remaining Balance (the "Escrow Termination Date");  provided
however,  that the Escrow  Termination  Date may be  extended  by joint  written
instructions  to Escrow Agent signed by the Company and each  Purchaser.  On the
Escrow  Termination  Date, Escrow Agent shall disburse the Escrow Funds less the
Program  Funds  (i.e.  $250,000)  under the  Purchase  Agreement  and less up to
$15,000  in  expenses  payable  to  Chinamerica  Fund,  LLP  ("Chinamerica")  or
Chinamerica's  managing  partner  upon  submission  by such  entity of a written
expense  report  (the  "Chinamerica  Expenses"),  and release the balance in the
amount of  $735,000,  to the  Company as set forth in Section 2 of the  Purchase
Agreement  (the  "Remaining  Balance").  The Program  Funds shall be held by the
Escrow Agent pending  execution of a separate escrow  agreement among the Escrow
Agent,  the Company and each Purchaser  providing for disbursement of such funds
(the "Program Escrow Agreement"). Upon the Escrow Termination Date all of Escrow
Agent's  liabilities  and  obligations in connection with the Escrow Funds shall
terminate

     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,  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  Dallas
County, Texas, and the portion of the Escrow Funds 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 that portion of the Escrow Funds.

                                                                          Page 2

<PAGE>

     7. 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 or  depositing  the Escrow
Funds.  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 the Escrow Agent
hereunder shall be governed  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
Texas upon fiduciaries.

     (c)  Escrow  Agent  will be  indemnified  and held  harmless,  jointly  and
severally,  by the Company  and the  Purchasers  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 incurred by it, the Company and
each Purchaser,  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.

                                                                          Page 3

<PAGE>

     8.  Compensation  of Escrow  Agent.  The Company  will pay Escrow  Agent an
amount equal to Escrow Agent's  standard fee schedule for all services  rendered
by Escrow Agent hereunder. A copy of the Escrow Agent's standard fee schedule is
attached hereto as Exhibit B.

     9. Resignation of Escrow Agent. At any time, upon twenty (20) 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 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  twenty  (20) 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 Funds into the
registry of any court having jurisdiction.

     10. Method of Distribution  by Escrow Agent.  All  disbursements  by Escrow
Agent to a party to this  Agreement will be made by wire transfer of immediately
available funds to an account  designated in writing by the party to receive any
such payment.

     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 following addresses:

     If to Escrow Agent:    Securities Transfer Corporation
                            2591 Dallas Parkway, Suite 102
                            Frisco, Texas 75034
                            Attention: Kevin Halter

     If to the Company:     Basic Empire Corporation
                            Room 511, 5 Floor, Wing On Plaza
                            62 Mody Road, Tsim Sha Tsui, KL, Hong Kong
                            Attention: Chang Yu

     If to the Purchasers:  Addresses as set forth on the signature page hereto


or to such other address and to the attention of such other person as any of the

                                                                          Page 4

<PAGE>

above may have  furnished  to the other  parties in  writing  and  delivered  in
accordance with the provisions set forth above.

     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. 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.

     15.  APPLICABLE  LAW. THIS AGREEMENT  SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS  APPLICABLE TO CONTRACTS MADE AND
TO BE  PERFORMED  THEREIN,  EXCEPT  THAT THE  PORTIONS  OF THE TEXAS TRUST CODE,
SECTION 111.001, ET SEQ. OF THE TEXAS PROPERTY CODE, CONCERNING FIDUCIARY DUTIES
AND  LIABILITIES  OF  TRUSTEES  SHALL NOT APPLY TO THIS  AGREEMENT.  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  DALLAS  COUNTY,  TEXAS,  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,  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.

                                                                          Page 5

<PAGE>

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

COMPANY:                                      BASIC EMPIRE CORPORATION

                                              By: /s/ Chang Yu
                                                 -------------------------------
                                              Its: President
                                                  ------------------------------

ESCROW AGENT:                                 SECURITIES TRANSFER CORPORATION

                                              By: /s/ Kevin Halter, Jr.
                                                 -------------------------------
                                              Its: President
                                                  ------------------------------

PURCHASERS:
                                              Chinamerica Fund, LP

                                              By: /s/ Beau Johnson

                                              Managing Director, General Partner


                                              Address: 2909 St. Andrews
                                                      --------------------------
                                                       Richardson, Texas 75082
                                              ----------------------------------

                                              ----------------------------------

                                              ----------------------------------

                                              ----------------------------------

                                              Gary C. Evans

                                              By: /s/ Gary C. Evans
                                                 -------------------------------
                                              Address: 2100 La Rochelle
                                                      --------------------------
                                                       Flower Mound, Texas 75022
                                              ----------------------------------

                                                                          Page 6

<PAGE>

                                    EXHIBIT A
                                    ---------
                               PURCHASE AGREEMENT




















                                                                          Page 7

<PAGE>

                                    EXHIBIT B
                                    ---------
                              STANDARD FEE SCHEDULE




















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