STOCK
      PLEDGE AGREEMENT
      (this
“Agreement”),
      dated
      as of May 31, 2007, among China
      Water and Drinks Inc., a Nevada corporation
      (f/k/a/
      Ugods, Inc.) (the “Company”),
      Xu
      Hong Bin (“Bin”),
      Chen
      Xing Hua (“Hua”
and
      together with Bin, each a “Pledgor”
and
      collectively, the “Pledgors”),
      and
      the pledgees signatory hereto and their respective endorsees, transferees and
      assignees (individually, the “Pledgee”
and
      collectively, the “Pledgees”).
      Capitalized terms used and not otherwise defined herein that are defined in
      the
      Purchase Agreement (as defined below) will have the meanings given such terms
      in
      the Purchase Agreement.

     

    WITNESSETH:

     

    WHEREAS,
      the Company and the Pledgees are parties to a Securities Purchase Agreement,
      dated May 31, 2007 (the “Purchase
      Agreement”),
      pursuant to which the Company, concurrently with the execution hereof, issued
      and sold to Pledgees in the aggregate 4,477,612 shares of its Series A
      Convertible Preferred Stock (the “Preferred
      Stock”);
      and

     

    WHEREAS,
      each Pledgor is an affiliate of the Company (as defined in Rule 144 promulgated
      under the Securities Act of 1933, as amended (the “Securities
      Act”));
      and

    


    WHEREAS,
      as a material inducement to the Pledgees purchase of the Preferred Stock, the
      Pledgees have required and the Pledgors have agreed to grant to the Pledgees
      a
      security interest in 22,388,060 shares of Common Stock of the Company (the
      “Shares”),
      consisting of 13,611,940 shares of Common Stock currently owned by Bin (as
      set
      forth below such Pledgor’s name on the signature pages hereto) and 8,776,120
      shares of Common Stock currently owned by Hua (as set forth below such Pledgor’s
      name on the signature pages hereto), as full recourse and collateral security
      for the timely and full satisfaction of the obligations of the Company under
      Section 4.16 of the Purchase Agreement, (such obligations are collectively
      the
“Obligations”).

     

    NOW,
      THEREFORE, in consideration of the foregoing recitals, and the mutual covenants
      contained herein, the parties hereby agree as follows:

     

    1. Security.
      As
      collateral security for the punctual performance, by the Company of the
      Obligations, each of the Pledgors, hereby pledges with, hypothecates, transfers
      and assigns to Pledgees, its successors and assigns, such number of the Shares
      owned by such Pledgor, as set forth below such Pledgor’s name on the signature
      pages hereto, and all proceeds, shares and other securities received, receivable
      or otherwise distributed in respect of or in exchange for such Shares,
      (collectively referred to as the “Collateral”).
      Simultaneously herewith, each Pledgor shall deliver to The Pinnacle Fund, L.P.,
      as agent for the Pledgees (the “Agent”)
      the
      certificate(s) representing such number of Shares owned by such Pledgor, as
      set
      forth below such Pledgor’s name on the signature pages hereto, stamped with a
      bank medallion guarantee, along with a stock transfer power duly executed in
      blank by such Pledgor, to be held by Agent for the benefit of the Pledgees
      as
      security. Any other Collateral received by each Pledgor shall also be delivered
      to Agent together with any executed stock powers or other transfer documents
      requested by a Pledgee, which request may be made at any time prior to the
      date
      when the Obligations shall have been paid and otherwise satisfied in full.
      Each
      Pledgee, by their execution hereof, appoints the Agent to act as their agent
      for
      the purposes contemplated herein. Each
      of
      the parties hereto, by their execution hereof, agrees to hold the Agent harmless
      from and against any losses arising from Agent’s acceptance of its duties as
      Agent hereunder or performance of its duties as Agent hereunder other than
      as
      arising from Agent’s willful misconduct.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    2. Voting
      Power, Dividends, Etc. and other Agreements.

     

    (a) Unless
      and until an Event of Default as set forth in Section 3 hereof has occurred,
      each Pledgor shall be entitled to:

     

    (i) exercise
      all voting and/or consensual powers pertaining to the Shares or other Collateral
      applicable to such Pledgor, or any part thereof, for all purposes;

     

    (ii) receive
      and retain dividends paid with respect to the Shares or other Collateral
      applicable to such Pledgor; and 

     

    (iii) receive
      the benefits of any income tax deductions available to such Pledgor as a
      shareholder of the Company.

     

    (b) Each
      Pledgor agrees that it will not sell, assign, transfer, pledge, hypothecate,
      encumber or otherwise dispose of the Shares applicable to such
      Pledgor.

     

    (c) Each
      Pledgor and the Company jointly and severally agree to pay all costs including
      all reasonable attorneys’ fees and disbursements incurred by Pledgees in
      enforcing this Agreement in accordance with its terms.

     

    3. Default
      and Remedies.

     

    (a) For
      the
      purposes of this Agreement “Event of Default” shall mean:

     

    (i) a
      default
      in or under the Obligations; 

     

    (ii) the
      failure of the Company to have filed the Certificate of Amendment amending
      the
      Articles of Incorporation of the Company to increase the authorized shares
      of
      Common Stock of the Company to not less than 150,000,000 shares with the
      Secretary of State of the State of Nevada and deliver to the Pledgees a copy
      date stamped by the Secretary of State of the State of Nevada indicating their
      receipt and acceptance thereof by the forty-fifth (45th)
      calendar day following the Closing; or

     

    (iii) a
      breach
      in any material respect by a Pledgor or the Company of any of their respective
      representations or warranties in this Agreement.

     

    (b) Pledgees
      representing a majority of the Shares purchased pursuant to the Purchase
      Agreement (upon the written request to the Agent) shall have the following
      rights upon any Event of Default and for so long as the Obligations are not
      satisfied in full: 

     

    (i) the
      rights and remedies provided by the Uniform Commercial Code as adopted by the
      State of New York (as said law may at any time be amended);

     

    
      
        
        

      

      
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    (ii) the
      right
      to receive and retain all dividends, payments and other distributions of any
      kind upon any or all of the Shares or other Collateral; and 

     

    (iii) the
      right
      to cause the Shares and other Collateral to be transferred to their own names
      or
      to the name of their respective designees, in each case, on
      a pro
      rata basis (determined by dividing each Pledgee’s Investment Amount as of the
      Closing Date by the aggregate of all Investment Amounts delivered to the Company
      by the Pledgees pursuant to the Purchase Agreement)
      and have
      such transfer recorded in any place or places deemed appropriate by Pledgees;
      provided however that, notwithstanding the foregoing, as of the date of the
      transfer of any such Shares to any Pledgee, and as a condition to the
      effectiveness of such transfer to such Pledgee, such Pledgee shall be required
      to surrender to the Company for cancellation shares of Preferred Stock
      corresponding to such number of Shares so transferred pursuant to this Section
      3(b)(iii).

     

    4. Representations
      and Warranties.

     

    
      	 	
              (a)
                

            	
              Each
                Pledgor severally hereby represents and warrants to Pledgees
                that:

            


    

     

    (i) such
      Pledgor has full power and authority and legal right to pledge the Shares
      applicable to such Pledgor and any other Collateral to Pledgees pursuant to
      this
      Agreement and this Agreement constitutes a legal, valid and binding obligation
      of such Pledgor enforceable against such Pledgor in accordance with its terms
      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;

     

    (ii) the
      execution, delivery and performance of this Agreement and other instruments
      contemplated herein will not violate any provision of any order or decree of
      any
      court or governmental instrumentality or of any mortgage, indenture, contract
      or
      other agreement to which such Pledgor is a party or by which such Pledgor,
      the
      Shares applicable to such Pledgor and the Collateral may be bound, and will
      not
      result in the creation or imposition of any lien, charge or encumbrance on,
      or
      security interest in, any of such Pledgor’s properties pursuant to the
      provisions of such mortgage, indenture, contract or other
      agreement;

     

    (iii) such
      Pledgor is the sole record and beneficial owner of the number of Shares as
      is
      set forth below such Pledgor’s name on the signature pages hereto;

     

    
      
        
        

      

      
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    (iv)  such
      Pledgor owns the Shares applicable to such Pledgor and other Collateral relating
      thereto pledged by it hereunder free and clear of all Liens; and

     

    (v)  such
      Pledgor is an Affiliate of the Company. Bin represents and warrants that he
      acquired the Shares set forth under his name on the signature pages hereto
      on
      May 31, 2007. Hua represents and warrants that he acquired the Shares set forth
      under his name on the signature pages hereto on May 31, 2007.

    


    
      	 	
              (b)
                

            	
              The
                Company represents and warrants to the Pledgees
                that:

            


    

     

    (i)
        it
      has no
      knowledge that any of the representations or warranties of the Pledgors above
      are incorrect or false in any material respect;

    


    (ii)
        all
      of
      the Shares were validly issued, fully paid and non-assessable; and

    


    (iii)
       each
      Pledgor is the sole record and beneficial owner of the Shares set forth below
      such Pledgor’s name on the signature pages hereto.

    


    5. No
      Waiver; No Election of Remedies.
      No
      failure on the part of any Pledgee to exercise, and no delay in exercising,
      any
      right, power or remedy hereunder shall operate as a waiver thereof; nor shall
      any single or partial exercise by such Pledgee of any right, power or remedy
      preclude any other or further exercise thereof or the exercise of any other
      right, power or remedy. The remedies herein provided are cumulative and are
      not
      exclusive of any remedies provided by law. In addition, the exercise of any
      right or remedy of any Pledgee at law or equity or under this Agreement or
      any
      of the documents shall not be deemed to be an election of such Pledgee’s rights
      or remedies under such documents or at law or equity.

     

    6. Termination.
      This
      Agreement shall terminate on the earlier of (i) the date on which the
      Company shall have filed the Certificate of Amendment amending the Articles
      of
      Incorporation of the Company to increase the authorized shares of Common Stock
      of the Company to not less than 150,000,000 shares with the Secretary of State
      of the State of Nevada and delivered to the Pledgees a copy date stamped by
      the
      Secretary of State of the State of Nevada indicating their receipt and
      acceptance thereof, (ii)  the date on which all Obligations have been
      satisfied, paid or discharged in full or (iii) the written consent of the
      Pledgors, Pledgees representing a majority of the Shares purchased pursuant
      to
      the Purchase Agreement and the Company.

     

    7. Further
      Assurances.
      Each
      Pledgor agrees that, from time to time upon the written request of Pledgees
      representing a majority of the Shares purchased pursuant to the Purchase
      Agreement, such Pledgor will execute and deliver such further documents and
      do
      such other acts and things as such Pledgee(s) may reasonably request in order
      fully to effect the purposes of this Agreement.

     

    8. Miscellaneous.

     

    (a) Modification.
      This
      Agreement contains the entire understanding between the parties with respect
      to
      the subject matter hereof and specifically incorporates all prior oral and
      written agreements relating to the subject matter hereof. No portion or
      provision of this Agreement may be changed, modified, amended, waived,
      supplemented, discharged, canceled or terminated orally or by any course of
      dealing, or in any manner other than by an agreement in writing executed by
      the
      Pledgors, Pledgees representing a majority of the Shares purchased pursuant
      to
      the Purchase Agreement, the Agent and the Company.

     

    
      
        
        

      

      
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    (b) Notice.
      Any and
      all notices or other communications or deliveries required or permitted to
      be
      provided hereunder shall be in writing and shall be deemed given and effective
      on the earliest of (i) the date of transmission, if such notice or communication
      is delivered via facsimile at the facsimile telephone number specified in this
      Section prior to 6:30 p.m. (New York City time) on a Business Day, (ii) the
      Business Day after the date of transmission, if such notice or communication
      is
      delivered via facsimile at the facsimile telephone number specified in this
      Agreement later than 6:30 p.m. (New York City time) on any date and earlier
      than
      11:59 p.m. (New York City time) on such date, (iii) the Business Day following
      the date of mailing, if sent by nationally recognized overnight courier service,
      or (iv) upon actual receipt by the party to whom such notice is required to
      be
      given. The address for such notices and communications shall be as
      follows:

    

      
        	
                If
                  to the Company:

              	
                China
                  Water and Drinks Inc.

              
	 	
                9101
                  West Sahara, Suite 105-195

              
	 	
                Las
                  Vegas, NV 89117

              
	 	
                Facsimile:
                  +86 0755 2552 3376

              
	 	
                Attn.:
                  Chen Xing Hua

              
	 	 
	
                With
                  copies to:

              	
                Loeb
                  & Loeb LLP

              
	 	
                345
                  Park Avenue

              
	 	
                New
                  York, NY 10154

              
	 	
                Facsimile:
                  (212) 504-3013

              
	 	
                Attn.:
                  Mitchell S. Nussbaum, Esq.

              
	 	 
	
                If
                  to Bin:

              	
                17,
                  J Avenue Yijing Garden

              
	 	
                Aiguo
                  Road

              
	 	
                Louhu
                  District

              
	 	
                Shenzen
                  City, PRC

              
	 	 
	
                If
                  to Hua:

              	
                Hua
                  Qiao City

              
	 	
                Jin
                  Xiu Apartments #202

              
	 	
                Nan
                  Shan District

              
	 	
                Shenzen,
                  PRC 518000

              
	 	 
	
                If
                  to the Pledgees:

              	
                To
                  the address set forth under such Pledgee’s name on the signature pages
                  hereof.

              


      

    

    


    (c) Invalidity.
      If any
      part of this Agreement is contrary to, prohibited by, or deemed invalid under
      applicable laws or regulations, such provision shall be inapplicable and deemed
      omitted to the extent so contrary, prohibited or invalid, but the remainder
      hereof shall not be invalidated thereby and shall be given effect so far as
      possible.

     

    
      
        
        

      

      
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    (d) Benefit
      of Agreement.
      This
      Agreement shall be binding upon and inure to the parties hereto and their
      respective successors and assigns.

     

    (e) Mutual
      Agreement.
      This
      Agreement embodies the arm’s length negotiation and mutual agreement between the
      parties hereto and shall not be construed against either party as having been
      drafted by it.

     

    (f) New
      York Law to Govern.
      This
      Agreement shall be governed by and construed and enforced in accordance with
      the
      internal laws of the State of New York without regard to the principles of
      conflicts of law thereof. Each party hereby irrevocably submits to the exclusive
      jurisdiction of the state and Federal courts sitting in the city of New York,
      borough of Manhattan, for the adjudication of any dispute hereunder or in
      connection herewith or with any transaction contemplated hereby or discussed
      herein, and hereby irrevocably waives, and agrees not to assert in any suit,
      action or proceeding, any claim that it is not personally subject to the
      jurisdiction of any such court or that such suit, action or proceeding is
      improper. Each party hereby irrevocably waives personal service of process
      and
      consents to process being served in any such suit, action or proceeding by
      mailing a copy thereof to such party at the address in effect for notices to
      it
      under this Agreement and agrees that such service shall constitute good and
      sufficient service of process and notice thereof. Nothing contained herein
      shall
      be deemed to limit in any way any right to serve process in any manner permitted
      by law.

     

    (g) Counterparts.
      This
      Agreement may be executed in two or more counterparts, which will be effective
      as original agreements of the parties hereto. Original signatures transmitted
      by
      facsimile will be effective to create counterparts.

     

    [REMAINDER
      OF PAGE INTENTIONALLY LEFT BLANK

    SIGNATURE
      PAGE FOLLOWS]

     

    
      
        
        

      

      
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    IN
      WITNESS WHEREOF, the parties hereto have caused this Stock Pledge Agreement
      to
      be duly executed by their respective authorized persons as of the date first
      indicated above. 

    
    

    
      
        	 	
                CHINA
                  WATER AND DRINKS INC.

              
	 	 
	 	
                By:  

                
                  

                

                Name:

                Title:

              
	 	 
	 	 
	
              	
                XU
                  HONG BIN

              
	 	
              
	 	
                
                  

                  Xu Hong Bin

              
	 	
              
	 	
                
                  

                  Number of Shares and Date Acquired

              
	 	 
	 	
                CHEN
                  XING HUA

              
	 	
              
	 	
                
                  

                  Chen Xing Hua

              
	 	
              
	 	
                
                  
Number
                  of Shares and Date Acquired

              
	 	 
	 	
                PLEDGEE:

              
	 	 
	 	
                By:  

                
                  

                

                
                  Name:

                  Title:

                

              
	 	 
	 	
                Address
                  for Notice:

              
	 	 
	 	
                
 
	 	
                
 

                

              


      

    

     

    
      
        
        

      

      
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              ACKNOWLEDGED
                AND AGREED:

            	 	 	 
	 	 	 	 
	
              THE
                PINNACLE FUND, L.P., as
                Agent

            	 	 	 
	 	 	 	 
	 	 	 	 
	
              By:

              
                

              

              Name:

              Title:

            	 	 	
            


    

     

    
      
        
        

      

      
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