ESCROW
AGREEMENT

     

    THIS
ESCROW AGREEMENT (this “Agreement”) is made
as of April 8, 2009, by and among Spring Creek Acquisition Corp. (the “Company”), the
parties signatory hereto (collectively, the “Seller”), AutoChina
Group, Inc. (“AutoChina”) and Loeb
& Loeb LLP, a California limited liability partnership, as escrow agent (the
“Escrow
Agent”).  Capitalized terms used but not defined herein shall
have the meanings set forth in the Option Agreement (as defined
below).

     

    WITNESSETH:

     

    WHEREAS,
the Company was organized for the purpose of acquiring, through a stock
exchange, asset acquisition or other similar business combination, or
controlling, through contractual arrangements, an operating business, that has
its principal operations in the Greater China region, which includes Hong Kong,
Macau and Taiwan;

     

    WHEREAS,
the Company has agreed to acquire (the “Acquisition”) AutoChina pursuant to
certain agreements.

     

    WHEREAS,
the Company, the Seller, and AutoChina are entering into a Put and Call Option
Agreement dated as of the date hereof (the “Option Agreement”)
pursuant to which the Seller will grant options to the Company to purchase, and
the Company will grant options to the Seller to buy, an aggregate of 548,800
ordinary shares of the Company (the “Shares”);
and

     

    WHEREAS,
the Company, the Seller, and AutoChina have requested that the Escrow Agent hold
certain funds as provided in the Option Agreement (the “Escrowed Funds”) to
secure the payment of the Option Price pursuant to the Option Agreement until
the Escrow Agent has received confirmation that either the Put Options or Call
Options have been exercised with respect to all Shares subject to the Option
Agreement or is instructed to release the Escrowed Funds to the Seller as
hereinafter provided.

     

    NOW,
THEREFORE, in consideration of the covenants and mutual promises contained
herein and other good and valuable consideration, the receipt and legal
sufficiency of which are hereby acknowledged and intending to be legally bound
hereby, the parties agree as follows:

     

    ARTICLE
I

     

    TERMS OF
THE ESCROW

     

    1.1.           The
parties hereby agree to establish an escrow account with the Escrow Agent
whereby the Escrow Agent shall hold the Escrowed Funds in a non-interest bearing
account.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    1.2.           Upon
the closing of the Acquisition, the Company shall deposit the Escrowed Funds
directly with the Escrow Agent in immediately available funds by federal wire
transfer.  The Escrowed Funds shall remain the property of the Company
shall not be subject to any liens or charges by the Seller or the Escrow Agent
or judgments or creditors' claims against the Seller, until released to the
Seller as contemplated by the Option Agreement as hereinafter
provided.  Escrow Agent will not use the information provided to it by
the Company or the Seller for any purpose other than to fulfill its obligations
as Escrow Agent.  The Company acknowledges and agrees that the Seller
may, from time to time, request that the Escrow Agent provide it with written
confirmation of the amount of Escrowed Funds held in escrow by the Escrow
Agent.  Wire transfers to the Escrow Agent shall be made to a
non-interest bearing account of the Escrow Agent as follows:

     

    
      
        
          	
                  Bank:

                	
                  Citibank,
      N.A.

                
	
                  Address:

                	
                  666
      Fifth Avenue, New York, NY 10103

                
	
                  ABA No.:

                	
                  021000089

                
	
                  SWIFT:

                	
                  CITI
      US 33

                
	
                  Account:

                	
                  Loeb
      & Loeb LLP Escrow Account

                
	
                  Account
    No.:

                	
                  24576266

                
	
                  Reference:

                	
                  Spring
      Creek Acquisition Corp.
(211819-10001)

                


        

      

    

     

    1.3.           The
Escrow Agent shall continue to hold the Escrowed Funds, subject to the terms
hereof and without the accrual of any interest thereon, until it receives
instructions to release the Escrowed Funds with respect to some or all of the
shares as follows:

     

    (a)           Upon
receipt of a notice from the Seller that the Call Option has been exercised and
such exercise has been closed in accordance with the Option Agreement, the
Escrow Agent shall release $8.400 of the Escrowed Funds to the Company for each
Share covered by the relevant exercise notice;

     

    (b)           Upon
the Company delivering to the Escrow Agent a Release Notice, in the form
attached hereto as Exhibit A (each, a “Release Notice”), the
Escrow Agent shall release the Escrowed Funds to the Seller in accordance with
the Release Notice; or

     

    (c)           Within
5 business days of receiving (i) a copy of the written notice from the Seller to
the Company exercising the Put Option, (ii) an affidavit from an officer of the
Seller that such notice was delivered in a timely fashion to the Company, and
(iii) a written notice from the Company’s transfer agent or the Company that the
applicable Shares have been tendered to the transfer agent or the Company, the
Escrow Agent shall release $8.400 of the Escrowed Funds to the Company for each
Share covered by the relevant exercise notice. In the event that such amounts
are not distributed to the Seller within 5 business days of the date such
materials are received, the Company shall pay to the Seller, in addition to the
amounts owed under this Agreement, an amount equal to 3% of the amount that
remains undistributed pursuant to this Agreement per month, pro rated on a daily
basis.

     

    (d)           In
the event that any amounts remain in escrow for which no Put Option or Call
Option has been exercised and for which no dispute exists by the end of the two
week period commencing on the six month anniversary of the closing of the
Acquisition, then the Escrow Agent shall release any amounts remaining in escrow
to the Company.


    
      
         


      

      
        2

        
          

        

      

      
         


      

    

     

    1.4.           At
any time upon the receipt of a written request executed by each of the Company,
the Seller and AutoChina to the Escrow Agent, the Escrow Agent shall promptly
return the Escrowed Funds to the Company pursuant to written wire instructions
to be delivered by the Company to the Escrow Agent.

     

    1.5.           Upon
the exercise of the Put Option, a Seller shall deliver a notice of such exercise
to the Escrow Agent.

     

    ARTICLE
II

     

    MISCELLANEOUS

     

    2.1.           No
waiver or any breach of any covenant or provision herein contained shall be
deemed a waiver of any preceding or succeeding breach thereof, or of any other
covenant or provision herein contained.  No extension of time for
performance of any obligation or act shall be deemed an extension of the time
for performance of any other obligation or act.

     

    2.2.           All
notices or other communications required or permitted hereunder shall be in
writing, and shall be sent to the addresses set forth in the Option
Agreement.

     

    2.3.           This
Escrow Agreement shall be binding upon and shall inure to the benefit of the
permitted successors and permitted assigns of the parties hereto.

     

    2.4.           This
Escrow Agreement is the final expression of, and contains the entire agreement
between, the parties with respect to the subject matter hereof and supersedes
all prior understandings with respect thereto.  This Escrow Agreement
may not be modified, changed, supplemented or terminated, nor may any
obligations hereunder be waived, except by written instrument signed by the
parties to be charged or by its agent duly authorized in writing or as otherwise
expressly permitted herein.

     

    2.5.           Whenever
required by the context of this Escrow Agreement, the singular shall include the
plural and masculine shall include the feminine.  This Escrow
Agreement shall not be construed as if it had been prepared by one of the
parties, but rather as if both parties had prepared the same.  Unless
otherwise indicated, all references to Articles are to this Escrow
Agreement.

     

    2.6.           The
parties hereto expressly agree that this Escrow Agreement shall be governed by,
interpreted under and construed and enforced in accordance with the laws of the
State of New York, without regard to conflicts of law principles that would
result in the application of the substantive laws of another
jurisdiction.  Any action to enforce, arising out of, or relating in
any way to, any provisions of this Escrow Agreement shall only be brought in a
state or Federal court sitting in New York City, Borough of
Manhattan.

     

    2.7.           The
Escrow Agent’s duties hereunder may be altered, amended, modified or revoked
only by a writing signed by the Company, each Seller and the Escrow
Agent.


    
      
         


      

      
        3

        
          

        

      

      
         


      

    

     

    2.8.           The
Escrow Agent shall be obligated only for the performance of such duties as are
specifically set forth herein and may rely and shall be protected in relying or
refraining from acting on any instrument reasonably believed by the Escrow Agent
to be genuine and to have been signed or presented by the proper party or
parties.  The Escrow Agent shall not be personally liable for any act
the Escrow Agent may do or omit to do hereunder as the Escrow Agent while acting
in good faith and in the absence of gross negligence, fraud or willful
misconduct, and any act done or omitted by the Escrow Agent pursuant to the
advice of the Escrow Agent’s attorneys-at-law shall be conclusive evidence of
such good faith, in the absence of gross negligence, fraud or willful
misconduct.

     

    2.9.           The
Escrow Agent shall not be liable in any respect on account of the identity,
authorization or rights of the parties executing or delivering or purporting to
execute or deliver the Option Agreement or any documents or papers deposited or
called for thereunder in the absence of gross negligence, fraud or willful
misconduct.  In no event shall the Escrow Agent be liable, directly or
indirectly, for any damages or expenses arising out of the services provided
hereunder, other than damages which result from the Escrow Agent’s gross
negligence or willful misconduct

     

    2.10.         Escrow
Agent may resign upon 30 days advance written notice to the other parties to
this Agreement. If a successor escrow agent is not appointed within the 30-day
period following such notice, Escrow Agent may petition any court of competent
jurisdiction to name a successor escrow agent or interplead the Escrowed Funds
with such court, whereupon Escrow Agent’s duties hereunder shall
terminate.

     

    2.11.         If
the Escrow Agent reasonably requires other or further instruments in connection
with this Escrow Agreement or obligations in respect hereto, the necessary
parties hereto shall join in furnishing such instruments.

     

    2.12.         It
is understood and agreed that should any dispute arise with respect to the
delivery and/or ownership or right of possession of the Escrowed Funds held by
the Escrow Agent hereunder, the Escrow Agent is authorized and directed in the
Escrow Agent’s sole discretion (1) to retain in the Escrow Agent’s possession
without liability to anyone all or any part of said Escrowed Funds until such
disputes shall have been settled either by mutual written agreement of the
parties concerned by a final order, decree or judgment or a court of competent
jurisdiction after the time for appeal has expired and no appeal has been
perfected, but the Escrow Agent shall be under no duty whatsoever to institute
or defend any such proceedings or (2) to deliver the Escrowed Funds and any
other property held by the Escrow Agent hereunder to a state or Federal court
having competent subject matter jurisdiction and located in the City of New
York, Borough of Manhattan, in accordance with the applicable procedure
therefor.

     

    2.13.         Each
of the Company, the Seller and AutoChina agrees to indemnify and hold harmless
the Escrow Agent and its partners, employees, agents and representatives from
any and all claims, liabilities, costs or expenses in any way arising from or
relating to the duties or performance of the Escrow Agent hereunder or the
transactions contemplated hereby or by the Option Agreement other than any such
claim, liability, cost or expense to the extent the same shall have been
determined by final, unappealable judgment of a court of competent jurisdiction
to have resulted from the gross negligence, fraud or willful misconduct of the
Escrow Agent.

     

    [SIGNATURE
PAGES FOLLOW]


    
      
         


      

      
        4

        
          

        

      

      
         


      

    

     

    [SIGNATURE
PAGE TO ESCROW AGREEMENT]

     

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

     

    
      
        
          	
                  SPRING
      CREEK ACQUISITION CORP.

                
	 
      	 
      
	
                  By:

                	
                  /s/ James Sha

                
	 
      	
                  Name:
      James Sha

                
	 
      	
                  Title:
      Chief Executive Officer

                
	 
      	 
      
	
                  AUTOCHINA
      GROUP, INC.

                
	 
      	 
      
	
                  By:

                	
                  /s/ Yong Hui Li

                
	 
      	
                  Name:
      Yong Hui Li

                
	 
      	
                  Title:
      President

                


        

      

    

     

    ESCROW
AGENT:

     

    LOEB
& LOEB LLP

     

    
      
        	
                By:

              	
                /s/ Mitchell S. Nussbaum

              
	 
      	
                Name:  Mitchell
      S. Nussbaum

              
	 
      	
                Title:   
      Partner

              


      

    

     

    [SELLERS’
SIGNATURE PAGE FOLLOWS]


    
      
         


      

      
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    [SELLER’S
SIGNATURE PAGE TO ESCROW AGREEMENT]

     

    
      
        	
                VICTORY
      PARK SPECIAL SITUATIONS 

                MASTER
      FUND, LTD.

              
	
                By:  Victory
      Park Capital Advisors, LLC

              
	
                Its:  Investment
      Manager

              
	 
      	 
      
	
                By:

              	
                /s/ Scott R. Zemnick

              
	 
      	
                Name:  Scott
      R. Zemnick

              
	 
      	
                Title:  General
      Counsel

              
	 
      	 
      
	
                VICTORY
      PARK CREDIT OPPORTUNITIES 

                MASTER
      FUND, LTD.

              
	
                By:  Victory
      Park Capital Advisors, LLC

              
	
                Its:  Investment
      Manager

              
	 
      	 
      
	
                By:

              	
                /s/ Scott R. Zemnick

              
	 
      	
                Name:  Scott
      R. Zemnick

              
	 
      	
                Title:  General
      Counsel

              


      

    

     

    
      
         


      

      
        6

        
          

        

      

      
         


      

    

     

    Exhibit A
to

    Escrow
Agreement

     

    RELEASE
NOTICE

     

    The
Company, pursuant to the Escrow Agreement dated as of April __, 2009 among the
Company, the Seller, AutoChina, the Shareholder and Loeb & Loeb LLP, as
Escrow Agent (the “Escrow Agreement”),
hereby instructs the Escrow Agent to release $[____] per Share with respect to
[_________] Shares (an aggregate of $[________]) of the Funds to the account and
in the amount specified below:

     

    
      	
               
      

            	
              ·

            	
              $[___________]
      to Seller [__], pursuant to the following wire transfer
      instructions:

            


    

     

    [WIRE INSTRUCTIONS]

     

    The
remainder of the Escrowed Funds shall be held by the Escrow Agent in accordance
with the terms of the Escrow Agreement.

     

    [SIGNATURE
PAGE FOLLOWS]


    
      
         


      

      
        7

        
          

        

      

      
         


      

    

     

    IN
WITNESS WHEREOF, the undersigned has caused this Release Notice to be duly
executed and delivered as of this ___ day of ____________, 2009.

     

    
      
        
          	
                  SPRING
      CREEK ACQUISITION CORP.

                
	 
      	 
      
	
                  By:

                	 
      
	 
      	
                  Name:

                
	 
      	
                  Title:

                


        

      

    

     

    
      
         


      

      
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    Exhibit B
to

    Escrow
Agreement

     

    RELEASE
REQUEST

     

    The
undersigned Seller(s), pursuant to the Escrow Agreement dated as of April __,
2009 among the Company, the Seller, AutoChina, the Shareholder and Loeb &
Loeb LLP, as Escrow Agent (the “Escrow Agreement”),
hereby notifies the Escrow Agent that the Company has failed to close on the
shares pursuant to the attached exercise notice in accordance with the terms of
the Option Agreement, and instructs the Escrow Agent to notify the Company and
each of the Seller of this Release Request.  In the event the Company
does not object to this Release Request within 10 business days from the date
the Escrow Agent provides notice hereof to the Company, the Escrow Agent is
hereby instructed to release $[____] per Share with respect to [_________]
Shares (an aggregate of $[________]) of the Escrowed Funds to the account and in
the amount specified below:

     

    
      	
               
      

            	
              ·

            	
              $[___________]
      to Seller [__], pursuant to the following wire transfer
      instructions:

            


    

     

    [WIRE INSTRUCTIONS]

     

    The
remainder of the Escrowed Funds shall be held by the Escrow Agent in accordance
with the terms of the Escrow Agreement.

     

    [SIGNATURE
PAGE FOLLOWS]


    
      
         


      

      
        9

        
          

        

      

      
         


      

    

     

    IN
WITNESS WHEREOF, the undersigned has caused this Release Notice to be duly
executed and delivered as of this ___ day of ____________, 2009.

     

    [SELLER]

     

    
      
        
          	
                  By:

                	 
      
	 
      	
                  Name:

                
	 
      	
                  Title:

                


        

      

    

     

    
      
         


      

      
        10