Exhibit 10.44**AMENDMENT NO. 1 TO ESCROW AGREEMENT**     This Amendment No. 1 to Escrow Agreement is made this 10th day of August, 2007, byand among AMDL, Inc., a Delaware corporation (“Buyer”), Jade Capital Group Limited, a BritishVirgin Islands corporation (“Jade Capital”), Pearl King Global Limited (“Pearl King”), and HomingNominees Limited (“Homing”) (collectively Pearl King and Homing are referred to as “Shareholders”)and Louis Taubman, Esquire (in his capacity as Escrow Holder hereunder, the “Escrow Holder”).**RECITALS**     This Amendment is being entered into in reference to the following facts:     A. During the period after the execution of the Escrow Agreement dated as of September 28,2007 (“Escrow Agreement”) and the date hereof, the China State Federal Drug Agency (“SFDA”) hadundergone significant changes in administration, including but not limited to, the death byexecution of the chairman of the SFDA, none of which changes could have been reasonably anticipatedby the parties to the Escrow Agreement at the time of execution thereof.     B. Both Buyer and Jade Capital have proceeded diligently with the preparation and filing ofthe SFDA application for approval of DR-70®, but some of the delays were attributable toBuyer.     C. In fairness to Jade Capital and its stockholders, Buyer has agreed to extend the date forreceipt of SFDA approval of DR-70®to March 28, 2008.     NOW, THEREFORE, it is agreed as follows:     1. Article 2 of the Escrow Agreement is amended and restated to read in full as follows:“ARTICLE2 — THE ESCROW     The Escrow Holder shall disburse the Escrow Shares in accordance with thefollowing procedures:     (a) If, before March 28, 2007, Jade Capital and/or the Shareholders shallhave demonstrated that People’s Republic of China State Federal Drug Agency orother appropriate agency (“SFDA”) has issued a permit or the equivalent regulatoryapproval for Buyer to sell and distribute DR-70® in the People’s Republic of Chinawithout qualification (the “Approval to Market DR-70®”), in form and substancesatisfactory to Buyer, then the Escrow Holder shall promptly disburse the EscrowShares to Jade Capital and/or Shareholders, in such proportions as Jade Capitalshall instruct.
 

 
     (b) If Jade Capital has not notified Escrow Holder that the SFDA has issuedthe Approval to Market DR-70® before March 28, 2008, or if Buyerdisputes that the purported approval is satisfactory, the Escrow Shares shallbe delivered by Escrow Holder to Buyer for cancellation.”     2. All other provisions of the Escrow Agreement shall remain unchanged by this Amendment No.1.     IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed as of the dateand year first above written.             **“BUYER”**   **“JADE CAPITAL”**                     Jade Capital Group Limited, a British Virgin  AMDL, INC., a Delaware corporation   Islands corporation               By: /s/ Gary L. Dreher  By: /s/ Minghui Jia               Gary L. Dreher, President     Minghui Jia               Agreed and accepted:   **“SHAREHOLDERS”**               **“ESCROW HOLDER”**   PEARL KING GLOBAL LIMITED                /s/ Louis Taubman   By:/s/ Minghui Jia             Louis Taubman, Esquire     Minghui Jia, Director                     HOMING NOMINEES LIMITED                     By: Benefit Capital Limited                       By: /s/ Lei Mei Fung             Authorized Officer  
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