MAKE
      GOOD ESCROW AGREEMENT 

     

    This
      Make
      Good Escrow Agreement (the "Make Good Agreement"), dated effective as of May
      31,
      2007, is entered into by and among China Water and Drinks Inc., a Nevada
      corporation (the "Company"), The Pinnacle Fund, L.P., as agent (“Agent”), Mr. Xu
      Hong Bin, in his individual capacity ("Make Good Pledgor"), and Loeb & Loeb
      LLP, as escrow agent ("Escrow Agent"). 

     

    WHEREAS,
      each of the investors in the private offering of securities of the Company
      (the
      "Investors") has entered into a Securities Purchase Agreement, dated May 31,
      2007 (the "SPA"), evidencing their participation in the Company's private
      offering (the "Offering")
      of
      securities. As an inducement to the Investors to participate in the Offering
      and
      as set forth in the SPA, Make Good Pledgor agreed to place the Escrow Shares
      (as
      defined in Section 2 hereto) into escrow for the benefit of the Investors in
      the
      event the Company failed to satisfy certain Guaranteed After-Tax Net Income
      thresholds. 

     

    WHEREAS,
      pursuant to the requirements of the SPA, the Company and Make Good Pledgor
      have
      agreed to establish an escrow on the terms and conditions set forth in this
      Make
      Good Agreement; 

     

    WHEREAS,
      the Escrow Agent has agreed to act as escrow agent pursuant to the terms and
      conditions of this Make Good Agreement; and 

     

    WHEREAS,
      all capitalized terms used but not defined herein shall have the meanings
      assigned them in the SPA; 

     

    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.
      Make
      Good Pledgor and the Company hereby appoint Escrow Agent to act in accordance
      with the terms and conditions set forth in this Make Good Agreement, and Escrow
      Agent hereby accepts such appointment and agrees to act in accordance with
      such
      terms and conditions. 

     

    2.
      Establishment of Escrow.
      No later
      than the date of the closing of the Offering, Make Good Pledgor shall deliver,
      or cause to be delivered, to the Escrow Agent certificates evidencing an
      aggregate of 22,388,060 shares
      of
      the Company’s common stock, par value $0.001 per share (the "Escrow Shares"),
      along with bank signature stamped stock powers executed in blank (or such other
      signed instrument of transfer acceptable to the Company’s Transfer Agent).
      One-half of the Escrow Shares (the “2007 Make Good Shares”) shall be pledged to
      secure the Company’s commitment to achieve the 2007 Guaranteed ATNI (as defined
      below) and one-half of the Escrow Shares (the “2008 Make Good Shares”) shall be
      pledged to secure the Company’s commitment to achieve the 2008 Guaranteed ATNI
      (as defined below). As used in this Make Good Agreement, “Transfer Agent” means
      Island Stock Transfer, or such other entity hereafter retained by the Company
      as
      its stock transfer agent as specified in a writing from the Company to the
      Escrow Agent and Agent.

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    3. Representations
      of Make Good Pledgor.
      Make
      Good Pledgor hereby represents and warrants to Agent as follows: 

     

    (i)
      All
      of the Escrow Shares are validly issued, fully paid and nonassessable shares
      of
      the Company, and free and clear of all pledges, liens and encumbrances. Upon
      any
      transfer of Escrow Shares to Investors hereunder, Investors will receive good
      title to such shares of Common Stock of the Company.

     

    (ii) Performance
      of this Make Good Agreement and compliance with the provisions hereof will
      not
      violate any provision of any applicable law and will not conflict with or result
      in any breach of any of the terms, conditions or provisions of, or constitute
      a
      default under, or result in the creation or imposition of any lien, charge
      or
      encumbrance upon, any of the properties or assets of Make Good Pledgor pursuant
      to the terms of any indenture, mortgage, deed of trust or other agreement or
      instrument binding upon Make Good Pledgor, other than such breaches, defaults
      or
      liens which would not have a material adverse effect taken as a whole.


     

    4.
      Disbursement of Escrow Shares. 

     

    a. Fiscal
      Year Ended December 31, 2007.
      Make
      Good
      Pledgor agrees that if the After-Tax Net Income for the fiscal year ended
December
      31,
      2007
      reported in the Company’s Annual Report on Form 10-KSB for the fiscal year
      ending December 31, 2007, as filed with the Commission (the “2007 Annual
      Report”) is less than $19,000,000 (the “2007 Guaranteed ATNI”), Agent
      shall provide written instruction (with a copy to the Company) to the Escrow
      Agent to release
      to each
      Investor on a pro rata basis (based upon such Investor’s Investment Amount
      specified on Exhibit
      A
      attached
      hereto relative to the aggregate Investment Amounts of all Investors specified
      on Exhibit
      A
      attached
      hereto), for no additional consideration, 11,194,030 shares
      of
      Common Stock (as
      equitably adjusted for any stock splits, stock combinations, stock dividends
      or
      similar transactions)
      (the
“2007 Make Good Shares”) and shall instruct the Transfer Agent to transfer into
      the name of each Investor, the number of 2007 Make Good Shares released to
      such
      Investor. The
      Escrow Agent need only rely on the letter of instruction from Agent in this
      regard and will disregard any contrary instructions. The Escrow Agent shall
      be
      entitled to rely on the calculations provided by Agent with the letter of
      instruction in releasing the Escrow Shares for disbursement, with no further
      responsibility to calculate or confirm amounts. If the Company’s audited
      consolidated financial statements for the fiscal year ended December 31, 2007
      specify that the 2007 Guaranteed ATNI shall have been achieved (i.e. the
      After-Tax Net Income reported in the 2007 Annual Report is equal to or greater
      than the 2007 Guaranteed ATNI), the Agent shall provide written instruction
      (with a copy to the Company) to the Escrow Agent to release all 2007 Make Good
      Shares deposited with the Escrow Agent to the Make Good Pledgor within 10
      Business Days after the date which the 2007 Annual Report is filed with the
      Commission, provided that Escrow Agent is given notice of the 2007 Annual
      Report’s filing and results. Any releases of 2007 Make Good Shares to Investors
      required under this Section shall be made to Investors within 10 Business Days
      after the date which the 2007 Annual Report is filed with the Commission,
      provided that Escrow Agent is given notice of the 2007 Annual Report’s filing
      and results. 

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    


    b. Fiscal
      Year Ending December 31, 2008.
      Make
      Good Pledgor agrees that in the event that either (A) (i) the After-Tax Net
      Income for the fiscal year ended December 31, 2008 reported in the Company’s
      Annual Report on Form 10-KSB for the fiscal year ending December 31, 2008,
      as
      filed with the Commission (the “2008 Annual Report”) plus
      (ii) the
      amount of any charges recorded against the Company’s After-Tax Net Income that
      were attributable to the release or transfer of any or all of the 2007 Make
      Good
      Shares is less than $30,000,000 (the “2008 Guaranteed ATNI”) or (B) the earnings
      per share reported in the 2008 Annual Report is less than $0.300 on a fully
      diluted basis (as equitably adjusted for any stock splits, stock combinations,
      stock dividends or similar transactions) (the “2008 Guaranteed EPS”), Agent
      shall provide written instruction (with a copy to the Company) to the Escrow
      Agent to release to each Investor on a pro rata basis (based upon such
      Investor’s Investment Amount specified on Exhibit
      A
      attached
      hereto relative to the aggregate Investment Amounts of all Investors specified
      on Exhibit
      A
      attached
      hereto), for no additional consideration, 11,194,030
      shares of Common Stock (as
      equitably adjusted for any stock splits, stock combinations, stock dividends
      or
      similar transactions)
      (the
“2008 Make Good Shares”) and shall instruct the Transfer Agent to transfer into
      the name of each Investor, the number of 2008 Make Good Shares released to
      such
      Investor. The
      Escrow Agent need only rely on the letter of instruction from Agent in this
      regard and will disregard any contrary instructions. The Escrow Agent shall
      be
      entitled to rely on the calculations provided by Agent with the letter of
      instruction in releasing the Escrow Shares for disbursement, with no further
      responsibility to calculate or confirm amounts. If the Company’s audited
      consolidated financial statements for the fiscal year ended December 31, 2008
      specify that both (i) the 2008 Guaranteed ATNI and (ii) 2008 Guaranteed EPS
      shall each have been achieved (i.e. both (i) the After-Tax Net Income reported
      in the 2008 Annual Report plus
      the
      amount of any charges recorded against the Company’s After-Tax Net Income that
      were attributable to the release or transfer of any or all of the 2007 Make
      Good
      Shares is equal to or greater than the 2008 Guaranteed ATNI and (ii) the
      earnings per share reported in the 2008 Annual Report is equal to or greater
      than the 2008 Guaranteed EPS), the Agent shall provide written instruction
      (with
      a copy to the Company) to the Escrow Agent to release all 2008 Make Good Shares
      deposited with the Escrow Agent to the Make Good Pledgor within 10 Business
      Days
      after the date which the 2008 Annual Report is filed with the Commission,
      provided that Escrow Agent is given notice of the 2008 Annual Report’s filing
      and results. Any releases of 2008 Make Good Shares required to be made to
      Investors under this Section shall be made to Investors within 10 Business
      Days
      after the date which the 2008 Annual Report is filed with the Commission,
      provided that Escrow Agent is given notice of the 2008 Annual Report’s filing
      and results.

     

    c. The
      Make
      Good Pledgor’s obligation to transfer shares of Common Stock to Investors
      pursuant to Section 4.11 of the SPA shall continue to run to the benefit of
      an
      Investor who shall have transferred or sold all or any portion of its
      Securities, and each Investor shall have the right to assign its rights to
      receive all or any such shares of Common Stock to other persons in conjunction
      with negotiated sales or transfers of any of its Securities.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    d. The
      Company and Make Good Pledgor covenant and agree to provide the Escrow Agent
      with certified tax identification numbers by furnishing appropriate forms W-9
      or
      W-8 and such other forms and documents that the Escrow Agent may request,
      including appropriate W-9 or W-8 forms for each Investor. The Company and Make
      Good Pledgor understand that if such tax reporting documentation is not provided
      and certified to the Escrow Agent, the Escrow Agent may be required by the
      Internal Revenue Code of 1986, as amended, and the Regulations promulgated
      thereunder, to withhold a portion of any interest or other income earned on
      the
      investment of the Escrow Shares.

     

    5.
      Duration.
      This
      Make Good Agreement shall terminate upon the distribution of all the Escrow
      Shares. The Company agrees to promptly provide the Escrow Agent written notice
      of the filing with the Commission of any financial statements or reports
      referenced herein.

     

    6.
      Escrow Shares.
      If any
      Escrow Shares are deliverable to the Investors pursuant to the SPA and in
      accordance with this Make Good Agreement, (i) Make Good Pledgor covenants and
      agrees to execute all such instruments of transfer (including stock powers
      and
      assignment documents) as are customarily executed to evidence and consummate
      the
      transfer of the Escrow Shares from Make Good Pledgor to the Investors, to the
      extent not done so in accordance with Section 2, and (ii) following its receipt
      of the documents referenced in Section 6(i), the Company and Escrow Agent
      covenant and agree to cooperate with the Transfer Agent so that the Transfer
      Agent promptly reissues such Escrow Shares in the applicable Investor’s name and
      delivers the same as directed by such Investor. Until such time as (if at all)
      the Escrow Shares are required to be delivered pursuant to the SPA and in
      accordance with this Make Good Agreement, any dividends payable in respect
      of
      the Escrow Shares and all voting rights applicable to the Escrow Shares shall
      be
      retained by Make Good Pledgor. Should the Escrow Agent receive dividends or
      voting materials, such items shall not be held by the Escrow Agent, but shall
      be
      passed immediately on to the Make Good Pledgor and shall not be invested or
      held
      for any time longer than is needed to effectively re-route such items to the
      Make Good Pledgor. In the event that the Escrow Agent receives a
      communication requiring the conversion of the Escrow Shares to cash or
      the exchange of the Escrow Shares for that of an acquiring company, the Escrow
      Agent shall solicit and follow the written instructions of the Make Good
      Pledgor; provided that the cash or exchanged shares are instructed to be
      redeposited into the Escrow Account. Make Good Pledgor shall be responsible
      for
      all taxes resulting from any such conversion or exchange.

     

    7.
      Interpleader. 
      Should
      any controversy arise among the parties hereto with respect to this Make Good
      Agreement or with respect to the right to receive the Escrow Shares, Escrow
      Agent and/or Agent shall have the right to consult and hire counsel and/or
      to
      institute an appropriate interpleader action to determine the rights of the
      parties. Escrow Agent and/or Agent are also each hereby authorized to institute
      an appropriate interpleader action upon receipt of a written letter of direction
      executed by the parties so directing either Escrow Agent or Agent. If Escrow
      Agent or 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 7 shall be filed
      in any court of competent jurisdiction in the State of New York, and the Escrow
      Shares in dispute shall be deposited with the court and in such event Escrow
      Agent and Agent shall be relieved of and discharged from any and all obligations
      and liabilities under and pursuant to this Make Good Agreement with respect
      to
      the Escrow Shares and any other obligations hereunder. 

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    8. Exculpation
      and Indemnification of Escrow Agent and 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
      Make
      Good 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. 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 Make Good Agreement and
      instructions to Escrow Agent pursuant to the terms of this Make Good 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. Agent’s sole obligation under this Make Good Agreement is to
      provide written instruction to Escrow Agent (following such time as the Company
      files certain periodic financial reports as specified in Section 4 hereof)
      directing the distribution of the Escrow Shares. Agent will provide such written
      instructions upon review of the relevant After-Tax Net Income amount reported
      in
      such periodic financial reports as specified in Section 4 hereof. Agent is
      not
      charged with any obligation to conduct any investigation into the financial
      reports or make any other investigation related thereto. In the event of any
      actual or alleged mistake or fraud of the Company, its auditors or any other
      person (other than Agent) in connection with such financial reports of the
      Company, Agent shall have no obligation or liability to any party
      hereunder.

     

    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, absent gross negligence or willful
      misconduct. Escrow Agent 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 determined solely by the express provisions of this Make Good 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
      New
      York upon fiduciaries. THE
      ESCROW AGENT SHALL NOT BE LIABLE, DIRECTLY OR INDIRECTLY, FOR ANY (I) DAMAGES,
      LOSSES OR EXPENSES ARISING OUT OF THE SERVICES PROVIDED HEREUNDER, OTHER THAN
      DAMAGES, LOSSES OR EXPENSES WHICH HAVE BEEN FINALLY ADJUDICATED TO HAVE DIRECTLY
      RESULTED FROM THE ESCROW AGENT’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, OR (II)
      SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES OR LOSSES OF ANY KIND WHATSOEVER
      (INCLUDING, WITHOUT LIMITATION, LOST PROFITS), EVEN IF THE ESCROW AGENT HAS
      BEEN
      ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES AND REGARDLESS OF THE
      FORM
      OF ACTION.

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    c. The
      Company and Make Good Pledgor each hereby, jointly and severally, indemnify
      and
      hold harmless each of Escrow Agent, Agent and any of their principals, partners,
      agents, employees and affiliates from
      and
      against any expenses, including reasonable attorneys' fees and disbursements,
      damages or losses suffered by Escrow Agent or Agent in connection with any
      claim
      or demand, which, in any way, directly or indirectly, arises out of or relates
      to this Make Good Agreement or the services of Escrow Agent or Agent hereunder;
      except, that if Escrow Agent or Agent is guilty of willful misconduct or gross
      negligence under this Make Good Agreement, then Escrow Agent or Agent, as the
      case may be, will bear all losses, damages and expenses arising as a result
      of
      its own willful misconduct or gross negligence. Promptly after the receipt
      by
      Escrow Agent or 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
      or Agent, as the case may be, 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 8 shall survive the termination
      of
      this Make Good Agreement, and the resignation or removal of the Escrow Agent.
      

     

    9.
      Compensation of Escrow Agent.
      Escrow
      Agent shall be entitled to compensation for its services as stated in the fee
      schedule attached hereto as Exhibit
      B,
      which
      compensation shall be paid by the Company. The fee agreed upon for the services
      rendered hereunder is intended as full compensation for Escrow Agent's services
      as contemplated by this Make Good Agreement; provided,
      however,
      that in
      the event that Escrow Agent renders any material service not contemplated in
      this Make Good Agreement, or there is any assignment of interest in the subject
      matter of this Make Good Agreement, or any material modification hereof, or
      if
      any material controversy arises hereunder, or Escrow Agent is made a party
      to
      any litigation pertaining to this Make Good Agreement, or the subject matter
      hereof, then Escrow Agent shall be reasonably compensated by the Company for
      such extraordinary services and reimbursed for all costs and expenses, including
      reasonable attorney's fees, occasioned by any delay, controversy, litigation
      or
      event, and the same shall be recoverable from the Company. Prior
      to
      incurring any costs and/or expenses in connection with the foregoing sentence,
      Escrow Agent shall be required to provide written notice to the Company of
      such
      costs and/or expenses and the relevancy thereof and Escrow Agent shall not
      be
      permitted to incur any such costs and/or expenses which are not related to
      litigation prior to receiving written approval from the Company, which approval
      shall not be unreasonably withheld.

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    10.
      Resignation of Escrow Agent.
      At any
      time, upon ten (10) 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 the Escrow Shares held hereunder
      upon presentation of a document appointing the new escrow agent and evidencing
      its acceptance thereof. If, by the end of the 10-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 Shares
      into the registry of any court having jurisdiction. 

     

    11.
      Records.
      Escrow
      Agent shall maintain accurate records of all transactions hereunder. Promptly
      after the termination of this Make Good 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 and at the requesting party’s expense. 

     

    12.
      Notice.
      All
      notices, communications and instructions required or desired to be given under
      this Make Good 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 addresses listed on the signature pages hereto.

     

    13.
      Execution in Counterparts.
      This
      Make Good 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
      Make Good 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 Make Good 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 Make Good Agreement. No portion
      of
      the Escrow Shares 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 Make Good Agreement. This Make Good
      Agreement may be amended or modified only in writing signed by all of the
      parties hereto. 

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    15.
      Applicable Law.
      This
      Make Good Agreement shall be governed by and construed in accordance with the
      laws of the State of New York without giving effect to the principles of
      conflicts of laws thereof. 

     

    16.
      Headings.
      The
      headings contained in this Make Good Agreement are for convenience of reference
      only and shall not affect the construction of this Make Good 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 Make Good Agreement,
      the
      prevailing party shall be entitled to recover reasonable attorneys' fees from
      the other party (unless such other party is the Escrow Agent), 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.

     

    18.
      Merger or Consolidation.
      Any
      corporation or association into which the Escrow Agent may be converted or
      merged, or with which it may be consolidated, or to which it may sell or
      transfer all or substantially all of its corporate trust business and assets
      as
      a whole or substantially as a whole, or any corporation or association resulting
      from any such conversion, sale, merger, consolidation or transfer to which
      the
      Escrow Agent is a party, shall be and become the successor escrow agent under
      this Make Good Agreement and shall have and succeed to the rights, powers,
      duties, immunities and privileges as its predecessor, without the execution
      or
      filing of any instrument or paper or the performance of any further
      act.

     

    [REMAINDER
      OF PAGE INTENTIONALLY LEFT BLANK]

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

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

    
      	 	 	 
	 	
              COMPANY:

            
	 	 
	 	
              CHINA
                WATER AND DRINKS INC.

            
	 
 	 
 	 
 
	
            	By:  	
               

              
                

                Name:
                  

              

            
	 	 	
              Title:
                

            
	 	 
	 	
              Address:

            
	 	 	 
	 	
              9101
                West Sahara, Suite 105-195

              Las
                Vegas, NV 89117

              Facsimile:
                +86 0753 2552 3376

              Attn.:
                President

            
	 	 
	 	 
	 	
              MR.
                XU HONG BIN:
                

            
	 	 
	 	
              

              Address:

            


    

     

    [REMAINDER
      OF THIS PAGE INTENTIONALLY LEFT BLANK SIGNATURE PAGE FOR OTHER PARTIES
      FOLLOWS]

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    
      	 	 	 
	 	
              ESCROW
                AGENT:

            
	 	 
	 	
              LOEB
                & LOEB LLP, as
                Escrow Agent

            
	 
 	 
 	 
 
	
            	By:  	
               

              
                

              

              
                Name:
                  

                Title:
                  

              

            
	 	 	 
	 	
              Address:
                 

            
	 	 	 
	 	
              Attn.:

              Facsimile:

            
	 	 	 
	 	 	 
	 	
              AGENT:

            
	 	 	 
	 	
              THE
                PINNACLE FUND, L.P.,
                as Agent  

            
	 	 	 
	 	By:	
               

              
                

                Name:

                Title:

              

            
	 	 	 
	 	
              Address:

            
	 	 	 
	 	
              Attn.:

              Facsimile:

            


    

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    


    Exhibit
      A
      (attached as a MS Excel spreadsheet)

    


    ESCROW
      SHARES TO BE ISSUED TO INVESTORS

    

      
        	
                Investor’s
                  Legal Name

              	
                 

              	
                Investor’s
                  Investment Amount

              	
                 

              	
                Make
                  Good Shares (2007)

              	
                 

              	
                Make
                  Good Shares (2008)

              
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 


      

      
         

        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      

    


    Exhibit
      B

    


    ESCROW
      AGENT FEES

     

    
      
        
        

      

      
        12