Exhibit
      4.1

     

    DISCLOSURE
      SCHEDULES

     

    TO
      THE

     

    SECURITIES
      PURCHASE AGREEMENT

     

    BETWEEN

     

    ASIAN
      FINANCIAL, INC.

     

    AND

     

    THE
      INVESTORS IDENTIFIED ON

    THE
      SIGNATURE PAGES THERETO

     

    DATED
      AS OF OCTOBER 24, 2006

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    


    These
      Disclosure Schedules are delivered pursuant to Article 3 and Article 4 of that
      certain Securities Purchase Agreement by and between Asian Financial, Inc.
      (the
“Company”)
      and
      the investors identified on the signature pages thereto (the “Investors”)
      dated
      as of October 24, 2006, (the “Agreement”).

     

    The
      section numbers in these Disclosure Schedules correspond to the section numbers
      in the Agreement; however, any information disclosed under any section number
      of
      these Disclosure Schedules shall be deemed to be disclosed and incorporated
      into
      any other sections under the Agreement to which it pertains, whether or not
      the
      specific section numbers are indicated below. Capitalized terms not otherwise
      defined in these Disclosure Schedules have the meanings assigned to them in
      the
      Agreement.

     

    Detailed
      descriptions of contracts, agreements, or other arrangements referred to herein
      (the “Arrangements”)
      have
      been made available to the Investors through the SEC Reports of the Company.
      The
      descriptions of the Arrangements contained in these Disclosure Schedules are
      intended to be summaries and are qualified by the detailed descriptions or
      exhibits contained in the SEC Reports.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    DISCLOSURE
      SCHEDULES

    TO
      THE

    SECURITIES
      PURCHASE AGREEMENT

    BETWEEN

    ASIAN
      FINANCIAL, INC.

    AND

    THE
      INVESTORS IDENTIFIED ON

    THE
      SIGNATURE PAGES THERETO

     

    DATED
      AS OF OCTOBER 24, 2006

    

      
        	
                Schedule:

              	 	
                Description:

              
	
                Schedule
                  3.1(p)

              	 	
                Transactions
                  with Affiliates and Employees 

              
	
                Schedule
                  3.1(s)

              	 	
                Certain
                  Fees

              
	
                Schedule
                  3.1(t)

              	 	
                Certain
                  Registration Matters

              
	
                Schedule
                  4.11

              	 	
                Related
                  Party Transactions 

              


      

    

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    SCHEDULE
      3.1(p)

    TRANSACTIONS
      WITH AFFILIATES AND EMPLOYEES

     

    
      	
              1.

            	
              Duoyuan
                China leases 4,500 square meters of space, located at No. 3 Jinyuan
                Road, Daxing District Industrial Development Area, Beijing, China,
                from
                Duoyuan Water Environment Technology Co., Ltd., of which Wenhua Guo
                is a
                sole shareholder. The property is used as an office building and
                research
                and development center. The lease has a five-year term which runs
                from
                January 1, 2003 to December 31, 2007. The annual rent is
                $136,022.

            


    

     

    
      	
              2.

            	
              Duoyuan
                China uses the trademark “Duoyuan” under a license arrangement with
                Duoyuan Water Environment Company, of which Wenhua Guo is a sole
                shareholder. The trademark license does not have a term. The license
                is
                provided to Duoyuan China at no
                charge.

            


    

     

    
      	
              3.

            	
              Duoyuan
                China uses the patent, “an automatic offset press printing oil supply
                quick clearing devise” under a license arrangement with Huiyuan Duoyuan,
                of which Wenhua Guo is a sole shareholder. The patent license does
                not
                have a term. The license is provided to Duoyuan China at no
                charge.

            


    

     

    
      	
              4.

            	
              Duoyuan
                used to use Tianjin Automobile Water Pump Co., Ltd., of which Wenhua
                Guo
                is a sole shareholder, as supplier of certain key parts of the offset
                presses, such as frame panels and rollers. Duoyuan pre-paid Tianjin
                Water
                Pump Company for these key parts, and as at June 30, 2005, there
                were
                $445,751 left with Tianjin Water Pump Company as related party
                receivables. Tianjin Water Pump Company will continue to provide
                certain
                parts or goods worth $445,751 in the
                future.

            


    

     

    
      	
              5.

            	
              After
                Langfang Duoyuan built its plant, there were construction materials
                worth
                $442,019. When Duoyuan Langfang Water Recycle Equipment Manufacturing
                Co.,
                Ltd., of which Wenhua Guo is a sole shareholder, needed to build
                its own
                plants, Langfang Duoyuan gave these construction materials to it.
                Duoyuan
                Langfang Water Recycle Equipment Manufacturing Co., Ltd. has not
                paid
                Langfang Duoyuan and the money owed to Langfang Duoyuan became $422,019
                related party receivable.

            


    

     

    
      	
              6.

            	
              Duoyuan
                China rents an office building from Duoyuan China Water Recycle Technology
                Industry Co., Ltd., of which Wenhua Guo is a sole shareholder. During
                the
                term of the lease, Duoyuan China Water Recycle Technology Industry
                Co.,
                Ltd. paid Duoyuan China’s portion of electricity and water bill associated
                to the office lease. The amount of electricity and water bill became
                Duoyuan China’s payable to Duoyuan China Water Recycle Technology Industry
                Co., Ltd. Duoyuan China also transferred some of its employees to
                Duoyuan
                China Water Recycle Technology Industry Co., Ltd. Social welfare
                associated to these transferred employees occurred before their transfer
                became Duoyuan China’s payable to Duoyuan China Water Recycle Technology
                Industry Co., Ltd. As of March 31, 2006, Duoyuan China’s payment to
                Duoyuan China Water Recycle Technology Industry Co., Ltd. amounted
                to
                $1,041,001.

            


    

     

    
      	
              7.

            	
              When
                Langfang Duoyuan was established and was building its plants, Duoyuan
                China Information Technology Industry Co., Ltd., of which Wenhua
                Guo is a
                sole shareholder, helped Langfang Duoyuan pay the municipal infrastructure
                allocation fee and helped pay utilities bills such as electricity,
                water,
                heat steam, waster water treatment, etc. The total amount accumulated
                to
                $4,598,000, which became related-party payable by Duoyuan China to
                Duoyuan
                China Information Technology Industry Co.,
                Ltd.

            


    

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    SCHEDULE
      3.1(s) CERTAIN FEES

     

    
      	1.	
              The
                Company is required to pay Roth Capital Partners, LLC certain cash
                fees
                and warrants as compensation for its services as placement agent,
                pursuant
                to its engagement letter with the
                Company.

            


    

     

    
      	2.	
              The
                Company is required to pay Millennium Capital Partners certain fee
                as
                compensation for its advisory services pursuant to an arrangement
                between
                the Company and Millennium Capital
                Partners.

            


    

     

    
      
        
        

      

      
        A-1

        
          

        

      

      
        
        

      

    


    SCHEDULE
      3.1(t)

    CERTAIN
      REGISTRATION MATTERS

     

    
      	1.	
              Pursuant
                to the Equity Transfer Agreement by and between the Company (the
                predecessor of the Company prior to the Reorganization) and DIL,
                if the
                Company proposes to register any of the Company’s stock for resale or
                otherwise under the Securities Act, other than a registration statement
                relating solely to the sale of securities of participants in a Company
                stock plan, a registration relating to a corporate reorganization
                or
                transaction under Rule 145 of the Securities Act, or a registration
                in
                which the only Common Stock being registered is Common Stock issuable
                upon
                conversion of debt securities which are also being registered, the
                Company
                shall, at such time, promptly give holders of an aggregate of 3,500,000
                shares of Common Stock of the Company notice of such registration.
                Upon
                the written request of each such holder, given within 20 days after
                mailing of such notice by the Company, the Company shall use all
                commercially reasonable efforts to cause to be registered under the
                Securities Act all such registrable securities that each such holder
                has
                requested to be registered if any stock of the Company is
                registered.

            


    

     

    
      
        
        

      

      
        D-2

        
          

        

      

      
        
        

      

    

     

    SCHEDULE
      4.11

    RELATED
      PARTY TRANSACTIONS

     

    
      	1.	
              The
                transactions as disclosed under Schedule 3.1(p) hereof and transactions
                that may derive from the Company’s efforts to complete and terminate such
                transactions.

            


    

     

    
      
        
        

      

      
        D-3

        
          

        

      

      
        
        

      

    

     

    Exhibit
      A

     

    PURCHASE
      AGREEMENT

     

    
      
        
        

      

      
        D-4

        
          

        

      

      
        
        

      

    


    Exhibit
      B

     

    List
      of Investors 

     

    Pursuant
      to the Escrow Agreement dated October , 2006 by and between Asian Financial,
      mc:, a Wyoming corporation (the “Company”) and Wells Fargo Bank, National
      Association (the “Escrow Agent”), the Company hereby certifies that the
      following investors have paid money for the purchase of the shares of common
      stock, par value $0.001 per share, of the Company issued or issuable to the
      investors pursuant to the Securities Purchase Agreement, dated October __,
      2006,
      by and between the Company and the investors signatory thereto and the money
      has
      been deposited with the Escrow Agent: 

     

    
      	 	
              1.

            	
              Name
                of Investor

            
	 	 	
              Address

            
	 	 	
              Tax
                Identification Number 

            
	 	 	
              Amount
                of Shares 

            
	 	 	
              Amount
                of money paid and deposited with Escrow Agent

            
	 	 	 
	 	
              2.

            	
              Name
                of Investor

            
	 	 	
              Address
                

            
	 	 	
              Tax
                Identification Number 

            
	 	 	
              Amount
                of Shares 

            
	 	 	
              Amount
                of money paid and deposited with Escrow Agent


            


    

    
 

    
      	
              Company:
                Asian Financial, Inc.

            
	
              By:
                

            	 

	
              Its:
                

            	 

	
              Date:
                

            	 



    

     

    
      
        
        

      

      
        B-1

        
          

        

      

      
        
        

      

    


    Exhibit
      C

     

    FLOW
      OF
      FUNDS

     

    
      
        
        

      

      
        C-1

        
          

        

      

      
        
        

      

    

     

    Exhibit
      D

     

    ESCROW
      AGENT FEES

     

    
      	
              [LOGO]
                Wells Fargo Bank

            	 	
              John
                T. Deleray

            
	 	
              Corporate
                Trust

            	 	
              Vice
                President/Business 

            
	 	
              Services
                

            	 	
              Development

            
	 	 	 	
              Tel.
                (213) 614-3351

            
	 	 	 	
              Fax:
                (213) 614-3355

            
	 	 	 	
              john.deleray@wellsfargo.com

            


    

    


    SCHEDULE
      OF FEES

    to
      act as ESCROW AGENT for

    Asian
      Financial, Inc. Escrow Account

     

    Acceptance
      Fee: Waived

     

    Initial
      Fees as they relate to Wells Fargo Bank acting in the capacity of Escrow Agent
—
includes creation and examination of the Escrow Agreement; acceptance of the
      Escrow appointment; setting up of Escrow Account(s) and accounting records;
      and
      coordination of receipt of funds for deposit to the Escrow Account.

     

    Acceptance
      Fee payable at time of Escrow Agreement execution.

    

      
        	
                Escrow
                  Agent Administration Fee:

              	
                $2,000.00

              


      

    

     

    For
      ordinary administration services by Escrow Agent — includes daily routine
      account management; investment transactions; cash transaction processing
      (including wires and check processing); monitoring claim notices pursuant to
      the
      agreement; disbursement of the funds in accordance with the agreement; and
      mailing of trust account statements to all applicable parties.

     

    Tax
      reporting is included for up to Five (5) entities. Should additional reportings
      be necessary, a $25 per reporting charge will be assessed.

     

    This
      fee
      is Payable in advance, with the first installment due at the time of Escrow
      Agreement execution. Fee will not be prorated in case of early
      termination.

     

    Wells
      Fargo’s bid is based on the following assumptions:

     

    
      	
              ·

            	
              Number
                of escrow funds/accounts to be established: One
                (1)

            


    

     

    
      	
              ·

            	
              Number
                of Deposits to Escrow Account: Not more than Thirty
                (30)

            


    

     

    
      	
              ·

            	
              Number
                of Withdrawals from Escrow Fund: Not more than Ten
                (10)

            


    

     

    
      	
              ·

            	
              Term
                of Escrow: Not more than One (1)
                month

            


    

     

    
      	
              ·

            	
              THIS
                FEE SCHEDULE ASSUMES THAT BALANCES IN THE ESCROW ACCOUNT WILL BE
                INVESTED
                IN MONEY MARKET FUNDS THAT WELLS FARGO HAS A RELATIONSHIP WITH
                

            


    

     

    
      	
              ·

            	
              ALL
                FUNDS WILL BE RECEIVED FROM OR DISTRIBUTED TO A DOMESTIC OR AN APPROVED
                FOREIGN ENTITY

            


    

     

    
      	
              ·

            	
              THE
                ACCOUNT(S) DOES NOT OPEN WITHIN THREE (3) MONTHS OF TITLE DATE SHOWN
                BELOW, THIS PROPOSAL WILL BE DEEMED TO BE NULL AND VOID
                

            


    

     

    
      
        	
                Out-of
                  Pocket Expenses:

              	
                At
                  Cost

              


      

    

     

    We
      only
      charge for out-of-pocket expenses in response to specific tasks assigned by
      the
      client. Therefore, we cannot anticipate what specific out-of-pocket items will
      be needed or what corresponding expenses will be incurred. Possible expenses
      would be, but are not limited to, express mail and messenger charges, travel
      expenses to attend closing or other meetings. There are no charges for indirect
      out-of- pocket expenses.

     

    
      
        
        

      

      
        D-1

        
          

        

      

      
        
        

      

    

     

    This
      fee schedule is based upon the assumptions listed above which pertain to the
      responsibilities and risks involved in Wells Fargo undertaking the role of
      Escrow Agent. These assumptions are based on information provided to us as
      of
      the date of this fee schedule. Our fee schedule is subject to review and
      acceptance of the final documents. Should any of the assumptions, duties or
      responsibilities change, we reserve the right to affirm, modify or rescind
      our
      fee schedule.

     

    Submitted
      on: October 11, 2006

     

    
      
        
        

      

      
        D-2

        
          

        

      

      
        
        

      

    

     

    Exhibit
      E

     

    CERTIFICATE
      AS TO AUTHORIZED SIGNATURES

     

    Account
      Name: 

     

    Account
      Number: 

     

    The
      specimen signatures shown below are the specimen signatures of the individuals
      who have been designated as authorized representatives of the Company and are
      authorized to initiate and approve transactions of all types for the
      above-mentioned account on behalf of the Company.

     

    
      	
              Name
                / Title

            	 	
              Specimen
                Signature

            	 
	 	 	 	 
	
              Wenhua
                Guo

            	 	 
	 
	
              Name

            	 	
              Signature

            	 
	 
	 	 	 
	
              Chief
                Executive Officer

            	 	 	 
	
              Title

            	 	 	 
	 
              	 	  	 
	
              Name

            	 	
              Signature

            	 
	  	 	 	 
	
              Title

            	 	 	 
	 
              	 	  	 
	
              Name

            	 	
              Signature

            	 
	 
              	 	 	 
	
              Title

               

            	 	 	 


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Exhibit
      E-2

     

    CERTIFICATE
      AS TO AUTHORIZED SIGNATURES

     

    Account
      Name: 

     

    Account
      Number: 

     

    The
      specimen signatures shown below are the specimen signatures of the individuals
      who have been designated as authorized representatives of Roth Capital Partners,
      LLC and are authorized to provide the documents, instruments and/or consents,
      including the written consents specified in Section 3(a) and
      Section 3(c), relating to Roth Capital Partners, LLC and specified in the
      Escrow Agreement.

    
       

      
        	
                Name
                  / Title

              	 	
                Specimen
                  Signature

              	 
	 	 	 	 
	
                 

              	 	 
	 
	
                Name

              	 	
                Signature

              	 
	
                 

              	 	 	 
	
                Title

              	 	 	 
	 
                	 	  	 
	
                Name

              	 	
                Signature

              	 
	  	 	 	 
	
                Title

              	 	 	 
	 
                	 	  	 
	
                Name

              	 	
                Signature

              	 
	 
                	 	 	 
	
                Title

                 

              	 	 	 


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    Exhibit
      F

     

    Agency
      and Custody Account Direction

    For
      Cash
      Balances

    Wells
      Fargo Money Market Deposit Accounts

     

    Direction
      to use the following money market fund(s) for Cash Balances for the following
      account(s):

     

    Account
      Name: Asian Financial Inc. Subscription Escrow

     

    Account
      Number(s): 20524200

     

    You
      are
      hereby directed to invest, as indicated below or as I shall direct further
      from
      time to time, all cash in the Account(s) in the following money market deposit
      account:

     

          
      X         Wells
      Fargo Money Market Deposit Account (MMDA)

     

    I
      understand that deposits in a Wells Fargo money market deposit account is a
      deposit of Wells Fargo Bank, N.A. and amounts over $100,000 are not insured
      by
      the Federal Deposit Insurance Corporation. Wells Fargo has a Long Term Deposit
      rating of A ++ by Moody’s and a Short Term rating of A-1+ by
      S&P.

     

    I
      acknowledge that I have full power to direct investments of the
      Account(s).

     

    I
      understand that I may change this direction at any time and that it shall
      continue in effect until revoked or modified by me by written notice to
      you.

     

    
      	 	
              Asian
                Financial, Inc.

            
	 	 
	 	
              By:

            	
              /s/
                Wenhua Guo

            
	 	 	
              Name:
                Wenhua Guo

            
	 	 	
              Title:
                Chief Executive Officer

            
	 	 	
              Date:
                October 25, 2006

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Annex
      A

     

    DEFINED
      TERMS

     

    “Business
      Day” means any day except Saturday, Sunday and any day which is a federal legal
      holiday or a day on which banking institutions in the State of New York or
      the
      State of California are authorized or required by law or other governmental
      action to close.

     

    “Closing”
      means the closing of the purchase and sale of the Shares pursuant to
      Article II of the Purchase Agreement.

     

    “Closing
      Date” means the Business Day on which all of the conditions set forth in
      Sections 5.1 and 5.2 of the Purchase Agreement are satisfied, or such other
      date as the parties thereto may agree.

     

    “Investment
      Amounts” means, with respect to each Investor, the Investment Amount indicated
      on such Investor’s signature page to the Purchase Agreement.

     

    “Investors”
      means the investors identified on the signature pages to the Purchase
      Agreement.

     

    “Shares”
      means the shares of common stock, par value $0.001 per share, of the Company
      issued or issuable to the Investors pursuant to the Purchase
      Agreement.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Exhibit
      A

     

    ESCROW
      SHARES TO BE ISSUED TO INVESTORS

     

    
      	 	 	
              Make Good (2006)

            	
               

            	
              Make Good (2007)

            	
               

            	
              Make Good (2008)

            	 
	
              Institution
                Legal Name

            	 	
              37.50%

            	
               

            	
              37.50%

            	
               

            	
              37.50%

            	 
	
              Pinnacle
                China Fund, L.P.

            	 	 	
              1,307,427.00

            	 	 	
              1,307,427.00

            	 	 	
              1,307,427.00

            	 
	
              Jayhawk
                Private equity Fund, L.P.

            	 	 	
              785,713.00

            	 	 	
              785,713.00

            	 	 	
              785,713.00

            	 
	
              US
                Special Opportunities Trust PLC

            	 	 	
              392,856.00

            	 	 	
              392,856.00

            	 	 	
              392,856.00

            	 
	
              Renaissance
                US Growth Investment Trust PLC

            	 	 	
              392,856.00

            	 	 	
              392,856.00

            	 	 	
              392,856.00

            	 
	
              Westpark
                Capital, L.P.

            	 	 	
              261,904.00

            	 	 	
              261,904.00`

            	 	 	
              261,904.00

            	 
	
              Lake
                Street Fund, L.P.

            	 	 	
              261,904.00

            	 	 	
              261,904.00

            	 	 	
              261,904.00

            	 
	
              Chinamerica
                Fund, L.P.

            	 	 	
              261,904.00

            	 	 	
              261,904.00

            	 	 	
              261,904.00

            	 
	
              Bear
                Stearns Security Corp

              FBO
                J Steven Emerson Roth IRA

            	 	 	
              261,904.00

            	 	 	
              261,904.00

            	 	 	
              261,904.00

            	 
	
              Bear
                Stearns Security Corp

              FBO
                J Steven Emerson IRA R/O II

            	 	 	
              261,904.00

            	 	 	
              261,904.00

            	 	 	
              261,904.00

            	 
	
              Heller
                Capital Investments, LLC

            	 	 	
              157,143.00

            	 	 	
              157,143.00

            	 	 	
              157,143.00

            	 
	
              Whitebox
                Intermarket Partners, L.P.

            	 	 	
              130,952.00

            	 	 	
              130,952.00

            	 	 	
              130,952.00

            	 
	
              Precept
                Capital Master Fund, G.P.

            	 	 	
              130,952.00

            	 	 	
              130,952.00

            	 	 	
              130,952.00

            	 
	
              Lighthouse
                Consulting Limited

            	 	 	
              130,952.00

            	 	 	
              130,952.00

            	 	 	
              130,952.00

            	 
	
              J.
                George Investments, LLC

            	 	 	
              130,952.00

            	 	 	
              130,952.00

            	 	 	
              130,952.00

            	 
	
              Renaissance
                Capital Growth & Income Fund III, Inc.

            	 	 	
              130,951.00

            	 	 	
              130,951.00

            	 	 	
              130,951.00

            	 
	
              Premier
                Renn US Emerging Growth Fund Limited

            	 	 	
              130,951.00

            	 	 	
              130,951.00

            	 	 	
              130,951.00

            	 
	
              MidSouth
                Investor Fund LP

            	 	 	
              130,743.00

            	 	 	
              130,743.00

            	 	 	
              130,743.00

            	 
	
              Centaur
                Value Fund, L.P.

            	 	 	
              127,023.00

            	 	 	
              127,023.00

            	 	 	
              127,023.00

            	 
	
              Sandor
                Capital Master Fund, L.P.

            	 	 	
              125,714.00

            	 	 	
              125,714.00

            	 	 	
              125,714.00

            	 
	
              Fred
                L. Astman Wedbush Securities Inc. Cust IRA R/O Holding
                10/31/92

            	 	 	
              104,762.00

            	 	 	
              104,762.00

            	 	 	
              104,762.00

            	 
	
              Crescent
                International Ltd.

            	 	 	
              78,571.00

            	 	 	
              78,571.00

            	 	 	
              78,571.00

            	 
	
              United
                Centaur Master Fund

            	 	 	
              69,405.00

            	 	 	
              69,405.00

            	 	 	
              69,405.00

            	 
	
              Diamond
                Opportunity Fund, LLC

            	 	 	
              65,476.00

            	 	 	
              65,476.00

            	 	 	
              65,476.00

            	 
	
              Guerrilla
                Partners LP

            	 	 	
              62,857.00

            	 	 	
              62,857.00

            	 	 	
              62,857.00

            	 
	
              Nite
                Capital, LP

            	 	 	
              52,381.00

            	 	 	
              52,381.00

            	 	 	
              52,381.00

            	 
	
              Kirchner
                Family Trust dtd 03/24/2004

            	 	 	
              52,381.00

            	 	 	
              52,381.00

            	 	 	
              52,381.00

            	 
	
              Bear
                Stearns Security Corp

              FBO
                Emerson Family Foundation

            	 	 	
              52,381.00

            	 	 	
              52,381.00

            	 	 	
              52,381.00

            	 
	
              Cascata
                Long / Short Fund, LP

            	 	 	
              26,190.00

            	 	 	
              26,190.00

            	 	 	
              26,190.00

            	 
	
              Outpoint
                Capital LP

            	 	 	
              23,571.00

            	 	 	
              23,571.00

            	 	 	
              23,571.00

            	 
	
              Gregory
                Cook Wedbush Sec Ctdn IRA Contributory 01-16-02

            	 	 	
              19,643.00

            	 	 	
              19,643.00

            	 	 	
              19,643.00

            	 
	
              John
                Peter Selda Wedbush Sec Ctdn IRA Cont 08-27-96

            	 	 	
              13,095.00

            	 	 	
              13,095.00

            	 	 	
              13,095.00

            	 
	
              George
                Loxsom Wedbush Sec Ctdn IRA SEP 12-16-92

            	 	 	
              13,095.00

            	 	 	
              13,095.00

            	 	 	
              13,095.00

            	 
	
              Joseph
                Anthony Cardaropoli Wedbush Sec Ctdn IRA Rollover 01-12-06

            	 	 	
              11,262.00

            	 	 	
              11,262.00

            	 	 	
              11,262.00

            	 
	
              The
                Mitchell W. Howard Trust

            	 	 	
              7,857.00

            	 	 	
              7,857.00

            	 	 	
              7,857.00

            	 
	 	 	 	
              6,167,632.00

            	 	 	
              6,167,632.00

            	 	 	
              6,167,632.00

            	 


    

    


    
      
        
        

      

      
        D-2

        
          

        

      

      
        
        

      

    


    Exhibit
      B

    
       

      
        	
                [LOGO]
                  Wells Fargo Bank

              	 	
                John
                  T. Deleray

              
	 	
                Corporate
                  Trust

              	 	
                Vice
                  President/Business 

              
	 	
                Services
                  

              	 	
                Development

              
	 	 	 	
                Tel.
                  (213) 614-3351

              
	 	 	 	
                Fax:
                  (213) 614-3355

              
	 	 	 	
                john.deleray@wellsfargo.com

              


      

    

     

    SCHEDULE
      OF FEES

    to
      act as ESCROW AGENT for

    Asian
      Financial Make Good Escrow

     

    Acceptance
      Fee: $500.00

     

    Initial
      Fees as they relate to Wells Fargo Bank acting in the capacity of Escrow Agent
—
includes creation and examination of the Escrow Agreement; acceptance of the
      Escrow appointment; setting up of Escrow Account(s) and accounting records;
      and
      coordination of receipt of funds for deposit to the Escrow Account.

     

    Acceptance
      Fee payable at time of Escrow Agreement execution.

    

      
        	
                Escrow
                  Agent Administration Fee:

              	
                $2,500.00

              


      

    

     

    For
      ordinary administration services by Escrow Agent — includes daily routine
      account management; investment transactions; cash transaction processing
      (including wires and check processing); monitoring claim notices pursuant to
      the
      agreement; disbursement of the funds in accordance with the agreement; and
      mailing of trust account statements to all applicable parties.

     

    Tax
      reporting is included for up to Five (5) entities. Should additional reportings
      be necessary, a $25 per reporting charge will be assessed.

     

    This
      fee
      is Payable in advance, with the first installment due at the time of Escrow
      Agreement execution. Fee will not be prorated in case of early
      termination.

     

    Wells
      Fargo’s bid is based on the following assumptions:

     

    
      	
              ·

            	
              Number
                of escrow funds/accounts to be established: One
                (1)

            


    

     

    
      	
              ·

            	
              Number
                of Deposits to Escrow Account: Not more than Three
                (3)

            


    

     

    
      	
              ·

            	
              Number
                of Withdrawals from Escrow Fund: Not more than Three
                (3)

            


    

     

    
      	
              ·

            	
              Term
                of Escrow: Not more than Three (3)
                years

            


    

     

    
      	
              ·

            	
              THIS
                FEE SCHEDULE ASSUMES THAT BALANCES IN THE ESCROW ACCOUNT WILL BE
                INVESTED
                IN MONEY MARKET FUNDS THAT WELLS FARGO HAS A RELATIONSHIP
                WITH

            


    

     

    
      	
              ·

            	
              ALL
                FUNDS WILL BE RECEIVED FROM OR DISTRIBUTED TO A DOMESTIC OR AN APPROVED
                FOREIGN ENTITY

            


    

     

    
      	
              ·

            	
              THE
                ACCOUNT(S) DOES NOT OPEN WITHIN THREE (3) MONTHS OF TITLE DATE SHOWN
                BELOW, THIS PROPOSAL WILL BE DEEMED TO BE NULL AND
                VOID

            


    

     

    
      
        	
                Out-of
                  Pocket Expenses:

              	
                At
                  Cost

              


      

    

     

    We
      only
      charge for out-of-pocket expenses in response to specific tasks assigned by
      the
      client. Therefore, we cannot anticipate what specific out-of-pocket items will
      be needed or what corresponding expenses will be incurred. Possible expenses
      would be, but are not limited to, express mail and messenger charges, travel
      expenses to attend closing or other meetings. There are no charges for indirect
      out-of- pocket expenses.

     

    
      
        
        

      

      
        D-3

        
          

        

      

      
        
        

      

    

     

    This
      fee schedule is based upon the assumptions listed above which pertain to the
      responsibilities and risks involved in Wells Fargo undertaking the role of
      Escrow Agent. These assumptions are based on information provided to us as
      of
      the date of this fee schedule. Our fee schedule is subject to review and
      acceptance of the final documents. Should any of the assumptions, duties or
      responsibilities change, we reserve the right to affirm, modify or rescind
      our
      fee schedule.

     

    Submitted
      on: October 16, 2006

     

    
      
        
        

      

      
        D-4

        
          

        

      

      
        
        

      

    


    Exhibit
      C-1

     

    CERTIFICATE
      AS TO AUTHORIZED SIGNATURES

     

    Account
      Name:

     

    Account
      Number:

     

    The
      specimen signatures shown below are the specimen signatures of the individuals
      who have been designated as authorized representatives of the Company and are
      authorized to initiate and approve transactions of all types for the
      above-mentioned account on behalf of the Company.

     

    
      	
              Name
                / Title

            	 	
              Specimen
                Signature

            	 
	 	 	 	 
	
               

            	 	 
	 
	
              Name

            	 	
              Signature

            	 
	
               

            	 	 	 
	
              Title

            	 	 	 
	 
              	 	  	 
	
              Name

            	 	
              Signature

            	 
	  	 	 	 
	
              Title

            	 	 	 
	 
              	 	  	 
	
              Name

            	 	
              Signature

            	 
	 
              	 	 	 
	
              Title

            	 	 	 


    

     

    
      
        
        

      

      
        D-5

        
          

        

      

      
        
        

      

    


    Exhibit
      C-2

     

    CERTIFICATE
      AS TO AUTHORIZED SIGNATURES

     

    Account
      Name:

     

    Account
      Number:

     

    The
      specimen signatures shown below are the specimen signatures of the individuals
      who have been designated as authorized representatives of Roth Capital Partners,
      LLC and are authorized to provide the documents, instruments and/or consents,
      including the written consents specified in Section 4, relating to Roth Capital
      Partners, LLC and specified in the Make Good Agreement. 

     

    
      	
              Name
                / Title

            	 	
              Specimen
                Signature

            	 
	 	 	 	 
	
               

            	 	 
	 
	
              Name

            	 	
              Signature

            	 
	
               

            	 	 	 
	
              Title

            	 	 	 
	 
              	 	  	 
	
              Name

            	 	
              Signature

            	 
	  	 	 	 
	
              Title

            	 	 	 
	 
              	 	  	 
	
              Name

            	 	
              Signature

            	 
	 
              	 	 	 
	
              Title