LOCK-UP
      AGREEMENT

    


    THIS
      LOCK-UP AGREEMENT (the "Agreement")
      is
      made and entered into on May 31, 2007 between the stockholder set forth on
      the
      signature page to this Agreement (each, a "Holder")
      and
      China Water and Drinks Inc., a Nevada corporation (the "Company").

    


    RECITALS

    


    A. The
      Company has determined that it is advisable and in its best interest to enter
      into that certain Securities Purchase Agreement, dated May 31, 2007 (the
      "Purchase
      Agreement")
      with
      the Investors named therein (the "Investors")
      and
      certain other parties named therein, pursuant to which the Company will issue
      and sell in a private offering securities of the Company (the "Offering").
      Capitalized terms used and not otherwise defined herein that are defined in
      the
      Purchase Agreement will have the meanings given such terms in the Purchase
      Agreement.

    


    B. In
      connection with the Offering, the Company has agreed to provide the Investors
      certain registration rights, and in furtherance thereof has agreed to file
      a
      registration statement to enable the Investors to resell certain of the
      securities subject of the Offering.

    


    C. It
      is a
      condition to the Investors' respective obligations to close under the Purchase
      Agreement and provide the financing contemplating by the Offering that the
      Holder execute and deliver to the Company this Agreement. 

    


    D. In
      contemplation of, and as a material inducement for the Investors to enter into,
      the Purchase Agreement, the Holder and the Company have each agreed to execute
      and deliver this Agreement. 

    


    NOW,
      THEREFORE, for and in consideration of the mutual covenants and agreements
      set
      forth herein, and other good and valuable consideration, the receipt and
      sufficiency of which is hereby acknowledged, the parties, intending to be
      legally bound, agree as follows:

    


    1. Effectiveness
      of Agreement.
      This
      Agreement shall become null and void if the Purchase Agreement is terminated
      prior to closing. 

    


    The
      Holder has independently evaluated the merits of its decision to enter into
      and
      deliver this Agreement, and such Holder confirms that it has not relied on
      the
      advice of the Company or any other person.

    


    2.
      Representations
      and Warranties.
      Each of
      the parties hereto, by their respective execution and delivery of this
      Agreement, hereby represents and warrants to the others and to all third party
      beneficiaries of this Agreement that (a) such party has the full right, capacity
      and authority to enter into, deliver and perform its respective obligations
      under this Agreement, (b) this Agreement has been duly executed and delivered
      by
      such party and is the binding and enforceable obligation of such party,
      enforceable against such party in accordance with the terms of this Agreement
      except as such enforceability may be limited by applicable bankruptcy,
      insolvency, reorganization, moratorium, liquidation or similar laws relating
      to,
      or affecting generally the enforcement of, creditors’ rights and remedies or by
      other equitable principles of general application and (c) the execution,
      delivery and performance of such party’s obligations under this Agreement will
      not conflict with or breach the terms of any other agreement, contract,
      commitment or understanding to which such party is a party or to which the
      assets or securities of such party are bound.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    


    3. Beneficial
      Ownership.
      Holder
      hereby represents and warrants that it does not beneficially own (as determined
      in accordance with Section 13(d) of the Exchange Act of 1934, as amended, and
      the rules and regulations promulgated thereunder) any shares of Common Stock,
      or
      any economic interest therein or derivative therefrom, other than those shares
      of Common Stock specified on its signature page to this Agreement. For purposes
      of the Agreement the shares of Common Stock beneficially owned by such Holder
      as
      specified on its signature page to this Agreement are collectively referred
      to
      as the “Holder’s
      Shares.”

    


    4. Lockup.
      From
      and after the date of this Agreement and through and including the one year
      anniversary of the Effective Date (plus one additional day for each Trading
      Day
      following the Effective Date of any Registration Statement during which either
      (1) the Registration Statement is not effective or (2) the prospectus
      forming a portion of the Registration Statement is not available for the resale
      of all Registrable Securities (as defined in the Registration Rights Agreement)
      required to be covered thereby) (the "Lockup
      Period"),
      the
      Holder irrevocably agrees it will not offer, pledge, sell, contract to sell,
      sell any option or contract to purchase, purchase any option or contract to
      sell, grant any option, right or warrant to purchase or otherwise transfer
      or
      dispose of, directly or indirectly, or announce the offering of, any of its
      Holder’s Shares (including any securities convertible into, or exchangeable for,
      or representing the rights to receive, Holder’s Shares). In furtherance thereof,
      the Company will (x) place a stop order on all Holder’s Shares covered by any
      registration statements, (y) notify its transfer agent in writing of the stop
      order and the restrictions on such Holder’s Shares under this Agreement and
      direct the transfer agent not to process any attempts by the Holder to resell
      or
      transfer any Holder’s Shares under such registration statements or otherwise in
      violation of this Agreement. 

    


    5. Third-Party
      Beneficiaries.
      The
      Holder and the Company acknowledge and agree that this Agreement is entered
      into
      for the benefit of and is enforceable by the Investors and their successors
      and
      assigns.

    


    6. No
      Additional Fees/Payment.
      Other
      than the consideration specifically referenced herein, the parties hereto agree
      that no fee, payment or additional consideration in any form has been or will
      be
      paid to the Holder in connection with this Agreement.

    


    7. Enumeration
      and Headings.
      The
      enumeration and headings contained in this Agreement are for convenience of
      reference only and shall not control or affect the meaning or construction
      of
      any of the provisions of this Agreement.

     

    
      
        
        

      

      
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    8. Counterparts.
      This
      Agreement may be executed in facsimile and in any number of counterparts, each
      of which when so executed and delivered shall be deemed an original, but all
      of
      which shall together constitute one and the same agreement.

    


    9. Successors
      and Assigns.
      This
      Agreement and the terms, covenants, provisions and conditions hereof shall
      be
      binding upon, and shall inure to the benefit of, the respective heirs,
      successors and assigns of the parties hereto. 

    


    10. Severability.
      If any
      provision of this Agreement is held to be invalid or unenforceable for any
      reason, such provision will be conformed to prevailing law rather than voided,
      if possible, in order to achieve the intent of the parties and, in any event,
      the remaining provisions of this Agreement shall remain in full force and effect
      and shall be binding upon the parties hereto.

    


    11. Amendment.
      This
      Agreement may not be amended or modified in any manner except by a written
      agreement executed by each of the parties hereto if and only if such
      modification or amendment is consented to in writing by the Investors holding
      a
      majority in interest of the Common Stock issued or issuable under the Purchase
      Agreement. 

    


    12. Further
      Assurances.
      Each
      party shall do and perform, or cause to be done and performed, all such further
      acts and things, and shall execute and deliver all such other agreements,
      certificates, instruments and documents, as any other party may reasonably
      request in order to carry out the intent and accomplish the purposes of this
      Agreement and the consummation of the transactions contemplated
      hereby.

    


    13. No
      Strict Construction.
      The
      language used in this Agreement will be deemed to be the language chosen by
      the
      parties to express their mutual intent, and no rules of strict construction
      will
      be applied against any party.

    


    14. Remedies.
      The
      Company and the Investors shall have the right to specifically enforce all
      of
      the obligations of the Holder under this Agreement (without posting a bond
      or
      other security), in addition to recovering damages by reason of any breach
      of
      any provision of this Agreement and to exercise all other rights granted by
      law.
      Furthermore, the Holder recognizes that if it fails to perform, observe, or
      discharge any of its obligations under this Agreement, any remedy at law may
      prove to be inadequate relief to the Company or the Investors. Therefore, the
      Holder agrees that each of the Company and the Investors shall be entitled
      to
      seek temporary and permanent injunctive relief in any such case without the
      necessity of proving actual damages and without posting a bond or other
      security.

    


    15. Governing
      Law.
      The
      terms and provisions of this Agreement shall be construed in accordance with
      the
      laws of the State of New York and the federal laws of the United States of
      America applicable therein. 

    


    [Remainder
      of Page Intentionally Left Blank]

     

    
      
        
        

      

      
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    IN
      WITNESS WHEREOF, each of the parties hereto has caused this Agreement as of
      the
      day and year first above written.

    
      	 	 

              

              Name:
                

            
	 	
            
	 	  
	 	
              Number
                of shares
                of Common Stock
                beneficially owned:

               

              
                

              

            
	 	 	 
	 	
              CHINA
                WATER AND DRINKS INC.

            
	 
 	 
 	 
 
	
            	By:  	
            
	 	
              

              Name:

              Title:

            


    

     

    
      
        
        

      

      
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