MAKE
      GOOD ESCROW AGREEMENT 

     

    This
      Make
      Good Escrow Agreement (the "Make Good Agreement"), dated November 17, 2007,
      is
      entered into by and among New Paradigm Productions, Inc., a Nevada corporation
      which will change its corporate name to China Marine Food Group Limited (the
      “Company”),
      Sterne Agee & Leach, Inc., as agent for the Investors (defined below)
      (“Sterne
      Agee”),
      Pengfei Liu, as the make good pledgor (the “Make
      Good Pledgor”),
      and
      Interwest Transfer Co., Inc., as the make good escrow agent (the “Make
      Good 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 of even date hereof (the
      “Purchase
      Agreement”),
      evidencing their participation in the Company's private offering (the
“Offering”)
      of
      Units. As an inducement to the Investors to participate in the Offering and
      as
      set forth in the Purchase Agreement, the Make Good Pledgor agreed to place
      the
      Escrow Shares (as defined in Section 3 hereto) into escrow for the benefit
      of
      the Investors in the event the Company fails to satisfy certain After-Tax Net
      Income thresholds. 

     

    WHEREAS,
      pursuant to the requirements of the Purchase Agreement, 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,
      Sterne Agee has agreed to act as agent for the Investors in connection with
      this
      Make Good Agreement and the Investors have consented thereto pursuant to the
      terms and conditions of that are set out in the Purchase Agreement;
      and

     

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

     

    NOW,
      THEREFORE, in consideration of the mutual promises of the parties and the terms
      and conditions hereof, the parties hereby agree as follows: 

     

    1.
      Definitions.
      Capitalized terms used and not otherwise defined herein that are defined in
      the
      Purchase Agreement will have the meanings given such terms in the Purchase
      Agreement. 

     

    2.
      Appointment
      of Make Good Escrow Agent.
      The Make
      Good Pledgor, Sterne Agee and the Company hereby appoint Make Good Escrow Agent
      to act in accordance with the terms and conditions set forth in this Make Good
      Agreement, and Make Good Escrow Agent hereby accepts such appointment and agrees
      to act in accordance with such terms and conditions. 

     

    3.
      Establishment
      of Escrow.
      Within
      one Trading Day following the execution of the Purchase Agreement, the Make
      Good
      Pledgor shall deliver, or cause to be delivered, to the Make Good Escrow Agent
      certificates evidencing a number of shares of the Company’s common stock, par
      value $0.001 per share (the “Common
      Stock”)
      equal
      to the 2008 Make Good Shares and the 2009 Make Good Shares along with undated
      stock powers with Medallion guarantees, in the form and number acceptable to
      the
      Investors in their reasonable discretion (or such other signed instrument of
      transfer acceptable to the Company’s Transfer Agent (as defined in Section 5a
      below)). The 2008 Make Good Shares and the 2009 Make Good Shares are
      collectively referred to herein as the “Escrow
      Shares”.
      The
      parties hereby agree that in conjunction with a negotiated sale, open market
      sale or other transfer of Investor’s Securities, Investor shall have the right
      to assign to a transferee all or a portion of its right in the Escrow
      Shares.

     

    
      
         

      

      
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    4.
      Representations
      of the Make Good Pledgor and Company.
      The
      Make Good Pledgor and Company hereby represent and warrant, severally and not
      jointly, as to itself only, to Sterne Agee and the Investors as follows:


     

    a. The
      Make
      Good Pledgor has all individual power and authority to enter into this Agreement
      and to carry out his obligations hereunder. This Agreement has been duly
      executed by the Make Good Pledgor, and when delivered by the Make Good Pledgor
      in accordance with the terms hereof, will constitute the valid and legally
      binding obligation of the Make Good Pledgor, enforceable against him 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.
      

     

    b. The
      Make
      Good Pledgor is the sole record and beneficial owner of the Escrow Shares,
      as
      the term beneficial owner is defined under Rule 13d-3(d) under the Exchange
      Act,
      free and clear of all pledges, liens and encumbrances. 

     

    c. All
      of
      the Escrow Shares are validly issued, fully paid and nonassessable shares of
      the
      Company, and are free and clear of all pledges, liens and encumbrances. Upon
      any
      transfer of Escrow Shares to Investors hereunder, Investors will receive full
      right, title and authority to such shares as holders of Common Stock of the
      Company.

     

    d. 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.


     

    5.
      Disbursement
      of Escrow Shares.
      

     

    a. Fiscal
      Year Ended December 31, 2008.
      The
      Make Good Pledgor agrees that if the After-Tax Net Income for the fiscal year
      ended December
      31, 2008
      reported in the Company’s 2008 Annual Report, and as adjusted in accordance with
      Section 5.2(a) of the Purchase Agreement, is less than the 2008 Guaranteed
      ATNI,
Sterne
      Agee shall provide written instruction (with a copy to the Company) to the
      Make
      Good Escrow Agent to instruct the Company’s
      transfer agent (“Transfer
      Agent”)
      to
      transfer to each Investor their pro rata share of the 2008 Make Good Shares
      as
      determined under Section 5.2(a) of the Purchase Agreement. The Make Good Escrow
      Agent and Transfer Agent need only rely on the letter of instruction from Sterne
      Agee in this regard and will disregard any contrary instructions. Sterne Agee’s
      instructions as to the allocation of the 2008 Make Good Shares shall be based
      on
Exhibit
      A
      hereto
      and the Make Good Escrow Agent and the Transfer Agent shall be entitled to
      rely
      on the calculations on Exhibit A as provided by Sterne Agee in releasing the
      Escrow Shares for disbursement, with no further responsibility to calculate
      or
      confirm amounts. If the Company’s 2008 Annual Report reflect that the 2008
      Guaranteed ATNI has been achieved, no transfer of the 2008 Make Good Shares
      shall be required by this Section and Sterne Agee shall provide written
      instruction (with a copy to the Company) to the Make Good Escrow Agent to return
      all 2008 Make Good Shares deposited with the Make Good Escrow Agent to the
      Make
      Good Pledgor within seven Business Days after the Make Good Determination Date,
      provided that Make Good Escrow Agent is given notice by Sterne Agee of the
      2008
      Annual Report’s filing and results. Subject to the timing of the Transfer Agent,
      transfers of 2008 Make Good Shares required under this Section shall be made
      to
      Investors within seven Business Days after the Make Good Determination Date.
      

     

    
      
         

      

      
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    b. Fiscal
      Year Ending December 31, 2009.
      The
      Make Good Pledgor agrees that if the Company’s After-Tax Net Income for the
      fiscal year ended December 31, 2009 reported in the Company’s 2009 Annual
      Report, and as adjusted in accordance with Section 5.2(b) of the Purchase
      Agreement, is less than the 2009 Guaranteed ATNI, Sterne Agee shall provide
      written instruction (with a copy to the Company) to the Make Good Escrow Agent
      to instruct the Transfer Agent to transfer to each Investor their pro rata
      share
      of the 2009 Make Good Shares as determined under Section 5.2(b) of the Purchase
      Agreement. The Make Good Escrow Agent need only rely on the letter of
      instruction from Sterne Agee in this regard and will disregard any contrary
      instructions. Sterne Agee’s instructions as to the allocation of the 2009 Make
      Good Shares shall be based on Exhibit A hereto and the Make Good Escrow Agent
      shall be entitled to reply on the calculations on Exhibit A as provided by
      Sterne Agee in releasing the Escrow Shares for disbursement, with no further
      responsibility to calculate or confirm amounts. If the Company’s 2009 Annual
      Report reflect that the 2009 Guaranteed ATNI has been achieved, no transfer
      of
      the 2009 Make Good Shares shall be required by this Section and Sterne Agee
      shall provide written instruction (with a copy to the Company) to the Make
      Good
      Escrow Agent to return all 2009 Make Good Shares deposited with the Make Good
      Escrow Agent to the Make Good Pledgor within seven Business Days after the
      Make
      Good Determination Date, provided that Make Good Escrow Agent is given notice
      by
      Sterne Agee of the 2009 Annual Report’s filing and results. Subject to the
      timing of the Transfer Agent, transfers of 2009 Make Good Shares required under
      this Section shall be made to Investors within seven Business Days after the
      date the Make Good Determination Date. 

     

    
      
         

      

      
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    c. In
      connection with the foregoing, the Make Good Pledgor agrees that within one
      Trading Day following execution of the Purchase Agreement, the Make Good Pledgor
      will deposit the 2008 Make Good Shares and 2009 Make Good Shares into escrow
      in
      accordance with this Agreement along with undated stock powers with Medallion
      guarantees (or with such other instruments of transfer as in accordance with
      the
      requirements of the Company’s transfer agent), in the form and number acceptable
      to the Investors in their reasonable discretion, and the handling and
      disposition of the 2008 Make Good Shares and 2009 Make Good Shares in accordance
      with Section 5(a) and 5(b) of this Agreement. The parties hereby agree that
      in
      conjunction with a negotiated sale, open market sale or other transfer of
      Investor’s Securities, Investor shall have the right to assign to a transferee
      all or a portion of its right in the Escrow Shares.

     

    d. The
      Make
      Good Escrow Agent covenants and agrees that upon any transfer of 2008 Make
      Good
      Shares or 2009 Make Good Shares to the Investors in accordance with this
      Agreement, the Make Good Escrow Agent shall promptly instruct the Transfer
      Agent
      to reissue such 2008 Make Good Shares or 2009 Make Good Shares in the applicable
      Investor’s name and deliver the same as directed by such Investor.

     

    e. The
      Company and Made Good Pledgor covenant and agree, to provide the Make Good
      Escrow Agent with certified tax identification numbers by furnishing appropriate
      forms W-9 or W-8 and such other forms and documents that the Make Good 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 Make Good Escrow Agent,
      the
      Make Good 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
      Property.

     

    f. The
      Company and the Make Good Escrow Agent covenant and agree to provide, and cause
      others under their control to provide, to Sterne Agee, on a timely basis, any
      documents or information Sterne Agee may require in its reasonable discretion
      in
      order to carry out and enforce the terms and duties under this Make Good
      Agreement. 

     

    6.
      Duration.
      This
      Make Good Agreement shall terminate on the distribution of all the Escrow
      Shares. The Company agrees to promptly provide the Make Good Escrow Agent
      written notice of the filing with the Commission of any financial statements
      or
      reports referenced herein.

     

    7.
      Escrow
      Shares.
      If any
      Escrow Shares are deliverable to the Investors pursuant to the Purchase
      Agreement 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 5, and (ii)
      following its receipt of the documents referenced in Section 5(c), the Company
      and Make Good 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 Purchase Agreement 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 Make Good Escrow Agent receive dividends or voting materials, such
      items shall not be held by the Make Good 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.

     

    
      
         

      

      
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    8.
      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, Make Good
      Escrow Agent and/or Sterne Agee shall have the right to consult and hire counsel
      and/or to institute an appropriate interpleader action to determine the rights
      of the parties. Make Good Escrow Agent and/or Sterne Agee 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 Make
      Good Escrow Agent or Sterne Agee. If Make Good Escrow Agent or Sterne Agee
      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 8 shall be filed in any court
      of competent jurisdiction in the State of New York or the State of California
      or
      the State of Utah, and the Escrow Shares in dispute shall be deposited with
      the
      court and in such event Make Good Escrow Agent and Sterne Agee 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. 

     

    9.
      Exculpation
      and Indemnification of Make Good Escrow Agent and Sterne Agee.
      

     

    a. Make
      Good
      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. Make Good 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. Make Good Escrow
      Agent will have no duties or responsibilities other than those expressly set
      forth herein. Make Good Escrow Agent will be under no liability to anyone by
      reason of any failure on the part of any party hereto (other than Make Good
      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 Make Good
      Escrow Agent pursuant to the terms of this Make Good Agreement, Make Good 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. Sterne Agee’s sole obligation under this Make Good Agreement is to
      provide written instruction to Make Good Escrow Agent (following such time
      as
      the Company files certain periodic financial reports as specified in Section
      5
      hereof) directing the distribution of the Escrow Shares. Sterne Agee will
      provide such written instructions upon review of the relevant earnings per
      share
      and/or After-Tax Net Income amount reported in such periodic financial reports
      as specified in Section 5 hereof. Sterne Agee 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 Sterne Agee)
      in connection with such financial reports of the Company, Sterne Agee shall
      have
      no obligation or liability to any party hereunder.

     

    
      
         

      

      
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    b. Make
      Good
      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. Make Good 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 Make Good 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 Make Good Escrow Agent to be genuine and to be signed
      or
      presented by the proper person or persons. The duties and responsibilities
      of
      the Make Good 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 California upon fiduciaries.
THE
      MAKE
      GOOD 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 MAKE GOOD 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 MAKE GOOD ESCROW AGENT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSSES
      OR
      DAMAGES AND REGARDLESS OF THE FORM OF ACTION.

     

    c. The
      Company and Make Good Pledgor each hereby, jointly and severally, indemnify
      and
      hold harmless each of the Make Good Escrow Agent, Sterne Agee 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 Make Good Escrow Agent or Sterne Agee 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 the
      Make
      Good Escrow Agent or Sterne Agee hereunder; except, that if the Make Good Escrow
      Agent or Sterne Agee is guilty of willful misconduct or gross negligence under
      this Make Good Agreement, then the Make Good Escrow Agent or Sterne Agee, 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
      the Make Good Escrow Agent or Sterne Agee of notice of any such demand or claim
      or the commencement of any action, suit or proceeding relating to such demand
      or
      claim, the Make Good Escrow Agent or Sterne Agee, 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 9 shall survive the termination of this Make Good Agreement, and the
      resignation or removal of the Make Good Escrow Agent. 

     

    
      
         

      

      
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    10.
      Compensation
      of Make Good Escrow Agent.
      Make
      Good 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 Make Good Escrow Agent's
      services as contemplated by this Make Good Agreement; provided,
      however,
      that in
      the event that Make Good 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 Make Good Escrow
      Agent is made a party to any litigation pertaining to this Make Good Agreement,
      or the subject matter hereof, then Make Good 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,
      Make Good Escrow Agent shall be required to provide written notice to the
      Company of such costs and/or expenses and the relevancy thereof and Make Good
      Escrow Agent shall not be permitted to incur any such costs and/or expenses
      prior to receiving written approval from the Company, which approval shall
      not
      be unreasonably withheld.

     

    11.
      Resignation
      of Make Good Escrow Agent.
      At any
      time, upon ten (10) days' written notice to the Company, Make Good Escrow Agent
      may resign and be discharged from its duties as Make Good Escrow Agent
      hereunder. As soon as practicable after its resignation, Make Good 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 Make Good Escrow Agent,
      the Company shall have failed to appoint a successor escrow agent, Make Good
      Escrow Agent may interplead the Escrow Shares into the registry of any court
      having jurisdiction. 

     

    12.
      Records.
      Make
      Good 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,
      Make Good Escrow Agent shall provide the parties hereto, as the case may be,
      with a complete copy of such records, certified by Make Good 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 Make Good Escrow Agent and at the requesting party’s expense.


     

    
      
         

      

      
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    13.
      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.

     

    14.
      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. 

     

    15.
      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. 

     

    16.
      Applicable
      Law.
      This
      Make Good Agreement shall be governed by and construed in accordance with the
      laws of the State of California without giving effect to the principles of
      conflicts of laws thereof. 

     

    17.
      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.


     

    18.
      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 Make Good 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.

     

    
      
         

      

      
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    19.
       Merger
      or Consolidation.
      Any
      corporation or association into which the Make Good 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 Make Good Escrow Agent is a party, shall be and become the successor
      escrow agent under this Escrow 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.

    


    20.
      Authorized
      Signers.
      The
      Company and Sterne Agee will execute and deliver Exhibit
      C-1
      and
Exhibit
      C-2,
      respectively, to this Make Good Agreement concurrent with the execution
      hereof.

     

    [REMAINDER
      OF PAGE INTENTIONALLY LEFT BLANK]

     

    
      
         

      

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

     

    
      	 	 	 
	 	
              COMPANY:

               

              NEW
                PARADIGM PRODUCTIONS, INC.

            
	 
 	 
 	 
 
	
            	By:  	/s/ Pengfei
              Liu
	 	
              
Name:
              Pengfei Liu
	 	Title:
              Chief Executive Officer
              c/o
                Huaboa Mingxiang Foodstuff Co., Ltd.

              Da
                Bao Industrial Zone

              Shishi
                Fujian

              People’s
                Republic of China

              Facsimile:
                86-595-88982319 

            


    

     

    

      	 	 	 
	 	
              
                MAKE
                  GOOD PLEDGOR

                 

                Pengfei
                  Liu:

              

            
	 
 	 
 	 
 
	
            	
            	/s/ Pengfei
              Liu
	 	
              

              c/o
                Huaboa Mingxiang Foodstuff Co., Ltd.

            
	 	
              
                Da
                  Bao Industrial Zone

                Shishi
                  Fujian

                People’s
                  Republic of China

                Facsimile:
                  86-595-88982319

              

            


    

    


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        10

        
          

        

      

      
         

      

    

     

    
      	 	 	 
	 	
              
                ESCROW
                  AGENT:

                 

                INTERWEST
                  TRANSFER CO., INC.,
                  as
                  Make 

                Good
                  Escrow Agent

              

            
	 
 	 
 	 
 
	
            	By:  	/s/ Kurtis
              D.
              Hughes
	 	
              

              Name:
                Kurtis D. Huges

            
	 	
              
                
                  Title:
                    Vice President

                  1981
                    East 4800 South, Suite 100

                  Salt
                    Lake City, Utah, 84117

                  Facsimile:
                    (801)
                    277-3147

                

              

            


    

     

    
      	 	 	 
	 	
              
                
                  AGENT:

                   

                  STERNE
                    AGEE & LEACH,
                    INC.

                

              

            
	 
 	 
 	
              
 

            
	
            	By:  	/s/ Mark
              T.
              Behrman
	 	
              

              Name:
                Mark T. Behrman

              Title:
                Managing Director

            
	 	
              
                
                   

                  
                    Sterne
                      Agee & Leach, Inc.

                    2901
                      W. Coast Highway, Ste. 230

                    Newport
                      Beach, CA 92663

                    Attn:
                      Patrick L. Winton

                    Facsimile:
                      (949)
                      270-2936

                  

                

              

            


    

     

    
      
         

      

      
        Exhibit
          C-2