Execution
      Copy

     

    MAKE
      GOOD ESCROW AGREEMENT 

     

    This
      Make
      Good Escrow Agreement (the “Make Good Agreement”), dated as of October 9, 2007,
      is entered into by and among Wentworth II, Inc., a Delaware corporation (the
      “Company”), Ms. Zheng Luo and Ms. Kong Amy Wai Man Ng, each in their individual
      capacity (the “Make Good Pledgors”), Keating Securities LLC, as agent
      (“Keating”) and Corporate Stock Transfer, Inc. (hereinafter referred to as
“Escrow Agent”), for the benefit of the Investors (as defined
      below).

     

    WHEREAS,
      each of the investors in the private offering of securities of the Company
      (the
“Investors”) has entered into a Securities Purchase Agreement, dated as of the
      date hereof (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, the Make Good Pledgors
      have 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 fails to
      satisfy certain financial thresholds. 

     

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

     

    WHEREAS,
      Keating 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 Investor Acknowledgement and Agreement entered
      into
      by each of the Investors;

     

    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.
      The Make
      Good Pledgors and the Company hereby appoint the 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.
      Within
      one Business Day following the Closing, the Make Good Pledgors shall deliver,
      or
      cause to be delivered, to the Escrow Agent certificates evidencing 3,546,268
      shares (the “Escrow Shares”) of the Company's common stock, par value $0.01 per
      share (“Common Stock”), along with bank signature stamped stock powers endorsed
      in blank (or such other signed instrument of transfer acceptable to the
      Company’s transfer agent to enable the transfer of such Escrow Shares in
      accordance with Section 4). The Make Good Pledgors hereby agree that their
      obligation to transfer shares of Common Stock to Investors pursuant to Section
      4.11 of the SPA and this Make Good Agreement shall continue to run to the
      benefit of any Investor who shall have transferred or sold all or any portion
      of
      its Shares, but that no 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 or open-market sales or transfers of any of its
      Shares.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    3. Representations
      of Make Good Pledgors and the Company.
      The Make
      Good Pledgors and the Company hereby represent and warrant, severally and not
      jointly, as to itself only, to the Investors as follows:

     

    a.  The
      Escrow Shares of the Make Good Pledgors 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 full right, title and authority to such shares as holders
      of Common Stock of the Company.

     

    b. 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 any of the Make Good
      Pledgors pursuant to the terms of any indenture, mortgage, deed of trust or
      other agreement or instrument binding upon any of the Make Good Pledgors, 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 Ending December 31, 2007.
      The
      Make Good Pledgors agree
      that if the Company’s consolidated after tax net income for the fiscal year
      ending December 31, 2007, calculated under U.S. GAAP (before adjustments for
      non-cash and cash charges related to the transactions contemplated in the
      Transaction Documents (including any expenses of the exchange transaction
      between Omnia Luo
      Group
      Limited
      and the
      Company or of offer, sale and registration for resale of the Securities,
      including any liquidated damages payments under the Registration Rights
      Agreement, and including any expense relating to any issuance of shares by
      the
      Company prior to the transactions contemplated in the Transaction Documents),
      and before accounting for the impact on net income of any equity incentive
      options or shares granted (the “2007 Adjusted Income”)) reported in the
      Company’s Annual Report on Form 10-K or 10-KSB, as applicable, for the fiscal
      year ended December 31, 2007 as filed with the Commission (the “2007 Annual
      Report”) is less than $2.0 million (the “2007 Guaranteed ATNI”), the
      Make
      Good Pledgors will transfer to each Investor on a pro rata basis (determined
      by
      dividing each Investor’s Investment Amount by the aggregate of all Investment
      Amounts delivered to the Company by the Investors under the SPA) for no
      additional consideration a number of shares of Common Stock equal to (($2.0
      million - 2007 Adjusted Income)/$2.0 million) multiplied by the Escrow Shares,
      subject to a maximum number of 50% of the Escrow Shares (the “2007
      Make
      Good Shares”). Should the preceding formula yield a number equal to or less than
      zero, no transfer of 2007 Make Good Shares shall be made to Investors. If the
      2007 Annual Report indicates that the Company shall have satisfied the 2007
      Guaranteed ATNI test specified above for such period, then no transfer to
      Investors of 2007 Make Good Shares shall be required by Section 4.11(a) of
      the
      SPA or this Make Good Agreement and all 2007 Make Good Shares deposited with
      the
      Make Good Escrow Agent shall be returned to the Make Good Pledgors. Transfers
      of
      2007 Make Good Shares required under Section 4.11(a) of the SPA shall be made
      to
      Investors within 10 Business Days after the date on which the Company’s 2007
      Annual Report is filed with the Commission, provided that the Escrow Agent
      is
      given notice of the filing of the Company’s 2007 Annual Report and the
      calculation of the 2007 Adjusted Income. 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    b. Fiscal
      Year Ending December 31, 2008.
      The
      Make Good Pledgors agree that if the Company’s consolidated after tax net income
      for the fiscal year 2008 calculated under U.S. GAAP (before adjustments for
      non-cash and cash charges related to the transactions contemplated in the
      Transaction Documents (including any expenses of the exchange transactions
      between Omnia Luo Group Limited and the Company or of offer, sale and
      registration for resale of the Securities, including any liquidated damages
      payments under the Registration Rights Agreement, and
      including any expense relating to any issuance of shares by the Company prior
      to
      the transactions contemplated in the Transaction Documents),
      and
      before accounting for the impact on net income of any equity incentive options
      or shares granted (the “2008 Adjusted Income”)) reported in the Company’s Annual
      Report on Form 10-K or 10-KSB, as applicable, for the fiscal year ended December
      31, 2008, as filed with the Commission (the “2008 Annual Report”) is less than
      $4.3 million (the “2008 Guaranteed ATNI”), the Make Good Pledgors will transfer
      to each Investor on a pro rata basis (determined by dividing each Investor’s
      Investment Amount by the aggregate of all Investment Amounts delivered to the
      Company by the Investors under the SPA) for no additional consideration a number
      of shares of Common Stock equal to the lesser of (1) (($4.3 million - 2008
      Adjusted Income)/$4.3 million) multiplied by the Escrow Shares, or (2) the
      number of Escrow Shares still in escrow (the “2008 Make Good Shares”). Should
      the preceding formula yield a number equal to or less than zero, no transfer
      of
      2008 Make Good Shares shall be made to Investors. If the 2008 Annual Report
      indicates that the Company shall have satisfied the 2008 Guaranteed ATNI test
      specified above for such period, then no transfer to Investors of 2008 Make
      Good
      Shares shall be required by Section 4.11(b) of the SPA and this Make Good
      Agreement and all 2008 Make Good Shares deposited with the Make Good Escrow
      Agent shall be returned to the Make Good Pledgors. Transfers of 2008 Make Good
      Shares required under Section 4.11(b) of the SPA shall be made to Investors
      within 10 Business Days after the date on which the Company’s 2008 Annual Report
      is filed with the Commission, provided that the Escrow Agent is given notice
      of
      the filing of the Company’s 2008 Annual Report and the calculation of the 2008
      Adjusted Income.

     

    c. Notwithstanding
      the foregoing, the parties agree that for purposes of determining whether or
      not
      the 2007 Guaranteed ATNI or the 2008 Guaranteed ATNI have been achieved, the
      release of the 2007 Make Good Shares or the 2008 Make Good Shares to either
      the
      Investors or to the Make Good Pledgors as a result of the operation of Section
      4.11 of the SPA or this Make Good Agreement shall not be deemed to be an
      expense, charge or other deduction from revenues even though U.S. GAAP may
      require contrary treatment and even though the applicable annual report on
      Form
      10-K or 10-KSB, as applicable, may indicate otherwise.

     

    d. The
      Make
      Good Pledgors’ 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, but no 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 or open-market sales or transfers of any of its Securities.


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    e. Pursuant
      to Sections 4(a) and 4(b), if Keating delivers a notice and instructions to
      the
      Escrow Agent, with a copy to the Company and the Make Good Pledgors, that all
      or
      some of the Escrow Shares are to be transferred to the Investors, then the
      Escrow Agent shall, not less than 10 Business Days or more than 15 Business
      Days
      after such notice is given, forward that portion of the 2007 Make Good Shares
      or
      2008 Make Good Shares, as the case may be, as specified in the notice and
      instructions from Keating, to the transfer agent of the Company for reissuance
      to the Investors in an amount to each Investor as set forth on Exhibit A
      attached hereto and otherwise in accordance with this Make Good Agreement.
      Keating’s instructions as to allocation of 2007 Make Good Shares or 2008 Make
      Good Shares, as the case may be, shall be based on Exhibit
      A
      hereto,
      but the Escrow Agent shall be entitled to rely on the calculations provided
      by
      Keating in releasing the Escrow Shares for transfer, with no further
      responsibility to calculate or confirm amounts The Company covenants and agrees
      that upon any transfer of 2007 Make Good Shares or 2008 Make Good Shares to
      the
      Investors in accordance with this Make Good Agreement, the Company shall
      promptly instruct its transfer agent to reissue such 2007 Make Good Shares
      or
      2008 Make Good Shares in the applicable Investor’s name and deliver the same as
      directed by such Investor in an amount to each Investor as set forth on
Exhibit
      A
      attached
      hereto. If the Company does not promptly provide such instructions to the
      transfer agent of the Company, then Keating is hereby authorized to give such
      re-issuance instructions to the transfer agent of the Company, with a copy
      of
      such notice to the Company and the Make Good Pledgors. If a notice from Keating
      pursuant to Sections 4(a) and 4(b) indicates that the Escrow Shares are to
      be
      returned to the Make Good Pledgors, then the Escrow Agent will promptly deliver
      either the 2007 Make Good Shares or 2008 Make Good Shares, as the case may
      be,
      to the Make Good Pledgors, and if the Escrow Agent has no address to which
      to
      deliver them, then to the Company.

     

    5. Duration.
      This
      Make Good Agreement shall terminate on the distribution of all the Escrow
      Shares. The Company agrees to 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) the Make Good Pledgors covenant
      and agree 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 the Make Good Pledgors to the Investors
      and (ii) following its receipt of the documents referenced in Section 6(i),
      the
      Company covenants and agrees to promptly reissue such Escrow Shares in the
      applicable Investor’s name and deliver 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 the Make Good Pledgors.
      Should the Escrow Agent receive dividends or voting materials, such items shall
      be passed immediately on to the Make Good Pledgors and shall not be invested
      or
      held for any time longer than is needed to effectively re-route such items
      to
      the Make Good Pledgors.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    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, Make Good
      Pledgors, the Company, Escrow Agent and/or Keating shall have the right to
      consult counsel and/or to institute an appropriate interpleader action to
      determine the rights of the parties. Escrow Agent and/or Keating 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 Keating. If Escrow Agent or Keating 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 Colorado or the State of New York (and if filed
      in
      the latter State by Keating, the Company, or a Make Good Pledgor, Escrow Agent
      shall be entitled to prompt reimbursement by the filing parties of all
      reasonable legal fees and expenses incurred in connection therewith), and the
      Escrow Shares in dispute shall be deposited with the court and in such event
      Escrow Agent and Keating 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. 

     

    8. Exculpation
      and Indemnification of Escrow Agent and Keating. 

     

    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. Keating’s sole obligation under this Make Good Agreement is
      to provide prompt 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. Keating 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. Keating is not charged with any obligation to conduct any investigation
      into the financial reports or make any other investigation related thereto.
      If
      any actual or alleged mistake or fraud of the Company, its auditors or any
      other
      person (other than Keating) in connection with such financial reports of the
      Company, Keating 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.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    c. The
      Company and the Make Good Pledgors each hereby, jointly and severally, indemnify
      and hold harmless each of Escrow Agent, Keating 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 Keating 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 Keating
      hereunder; except, that if Escrow Agent or Keating is guilty of willful
      misconduct, gross negligence or fraud under this Make Good Agreement, then
      Escrow Agent or Keating, as the case may be, will bear all losses, damages
      and
      expenses arising as a result of such willful misconduct, gross negligence or
      fraud. Promptly after the receipt by Escrow Agent or Keating 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 Keating, 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. 

     

    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 prior to receiving written
      approval from the Company, which approval shall not be unreasonably
      withheld.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    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 page hereto. A copy of any
      notices to the Company or to the Make Good Pledgors shall be given in the same
      manner to the Company’s US legal counsel, Thelen Reid Brown Raysman &
Steiner LLP, 875 Third Avenue, New York, NY 10022, Attention: David M. Warburg.
      

     

    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. 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    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 or Keating), 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.

     

    19. Authorized
      Signers.
      The
      Company will execute Exhibit
      C-1
      and
      deliver an executed Exhibit
      C-2
      to this
      Make Good Agreement concurrent with the execution hereof.

     

    [REMAINDER
      OF PAGE INTENTIONALLY LEFT BLANK]

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

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

     

    
      	 	 	 
	 	
              COMPANY:

              

                WENTWORTH
                  II, INC.

              

            
	 
 	 
 	 
 
	
            	By:  	
            
	 	
              
Name:
	 	Title:


    

     

    
      	 	
            
	 	
              

              ZHENG
                LUO

            
	 	
            
	 	 
	 	
              

              KONG
                AMY WAI MAN NG

            
	 	
            
	 	 	 
	 	
              ESCROW
                AGENT:

               

              CORPORATE
                STOCK TRANSFER, INC.

            
	 
 	 
 	 
 
	
            	By:  	
            
	 	
              
Name:
	 	Title:


    

     

    
      	 	Address:
	 	 	 
	 	 	 
	 	
              KEATING
                SECURITIES, LLC

            
	 
 	 
 	 
 
	
            	By:  	
            
	 	
              
Name:
	 	Title:


    

    
      	 	 	 
	 	
               Address:

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Execution
      Copy


    Exhibit
      A

    


    The
      table
      below represents the number of 2007 Make Good Shares and 2008 Make Good Shares,
      respectively, deposited with the Escrow Agent by the Make Good Pledgors and
      subject to release to the Investors in accordance with the operation of Section
      4 of the attached Make Good Agreement.

     

    
      	 	 	
              Make
                Good 2007

            	 	
              Make
                Good 2008

            	 	
              Total

            	 
	
              Zheng
                Luo

            	 	 	
              1,533,262

            	 	 	
              1,533,262

            	 	 	
              3,066,524

            	 
	
              Amy
                Wai Man Ng

            	 	 	
              239,872

            	 	 	
              239,872

            	 	 	
              479,744

            	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	
              1,773,134

            	 	 	
              1,773,134

            	 	 	
              3,546,268

            	 


    

    
       

      The
        table
        below represents the number of 2007 Make Good Shares and 2008 Make Good Shares,
        respectively, which shall be released to each Investor in accordance with
        the
        operation of Section 4 of the attached Make Good Agreement, assuming full
        release to Investors of 2007 Make Good Shares and 2008 Make Good Shares,
        respectively. Any release to the Investors of less than 100% of 2007 Make
        Good
        Shares or 2008 Make Good Shares shall be allocated among Investors in the
        same
        proportions as set forth in the table below. 

    

     

    
      Exhibit
        A

      Make
        Good Escrow Agreement

       

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	 	 	
              Make
                Good 2007

            	
               

            	
              Make
                Good 2008

            	
               

            	
              Total

            	 
	
              Adrienne
                Baker

            	 	 	
              28,831

            	 	 	
              28,831

            	 	 	
              57,663
                

            	 
	
              Alpha
                Capital Anstalt

            	 	 	
              201,820

            	 	 	
              201,820

            	 	 	
              403,640
                

            	 
	
              Anima
                S.G.R.p.A. Rubrica - Anima Asia

            	 	 	
              144,156

            	 	 	
              144,156

            	 	 	
              288,312

            	 
	
              Anima
                S.G.R.p.A. Rubrica - Anima Emerging Markets

            	 	 	
              144,156

            	 	 	
              144,156

            	 	 	
              288,312

            	 
	
              Benjamin
                M. Cowan

            	 	 	
              7,208

            	 	 	
              7,208

            	 	 	
              14,416

            	 
	
              Bob
                Sunness

            	 	 	
              7,208

            	 	 	
              7,208

            	 	 	
              14,416

            	 
	
              Brian
                C. Crumley

            	 	 	
              7,208

            	 	 	
              7,208

            	 	 	
              14,416

            	 
	
              Christopher
                P. Baker

            	 	 	
              28,831

            	 	 	
              28,831

            	 	 	
              57,663

            	 
	
              Cimarolo
                Partners, LLC

            	 	 	
              28,831

            	 	 	
              28,831

            	 	 	
              57,663

            	 
	
              David
                L. Dowler

            	 	 	
              14,416

            	 	 	
              14,416

            	 	 	
              28,831

            	 
	
              David
                Lehmann

            	 	 	
              7,208

            	 	 	
              7,208

            	 	 	
              14,416

            	 
	
              Ding
                Peng

            	 	 	
              7,208

            	 	 	
              7,208

            	 	 	
              14,416

            	 
	
              Elaine
                P. Fields

            	 	 	
              14,416

            	 	 	
              14,416

            	 	 	
              28,831

            	 
	
              Gordon
                Whelpley

            	 	 	
              14,416

            	 	 	
              14,416

            	 	 	
              28,831

            	 
	
              Hu
                Weidong

            	 	 	
              7,208

            	 	 	
              7,208

            	 	 	
              14,416

            	 
	
              Huiqin
                Lian

            	 	 	
              14,416

            	 	 	
              14,416

            	 	 	
              28,831

            	 
	
              Iroquois
                Master Fund, Ltd.

            	 	 	
              57,663

            	 	 	
              57,663

            	 	 	
              115,326

            	 
	
              Janet
                K. Carter

            	 	 	
              7,208

            	 	 	
              7,208

            	 	 	
              14,416

            	 
	
              Jayhawk
                Private Equity Fund, LP

            	 	 	
              273,899

            	 	 	
              273,899

            	 	 	
              547,797

            	 
	
              Jayhawk
                Private Equity Co-Invest Fund, LP

            	 	 	
              14,416

            	 	 	
              14,416

            	 	 	
              28,831

            	 
	
              Jerry
                W. Peterson

            	 	 	
              21,624

            	 	 	
              21,624

            	 	 	
              43,247

            	 
	
              Joan
                Schapiro IRA Bear Stearn Sec. Corp. Custodian

            	 	 	
              7,208

            	 	 	
              7,208

            	 	 	
              14,416

            	 
	
              Mark
                & Stacia Hollmann as Tenants by the Entireties

            	 	 	
              7,208

            	 	 	
              7,208

            	 	 	
              14,416

            	 
	
              Meng
                Hua

            	 	 	
              7,208

            	 	 	
              7,208

            	 	 	
              14,416

            	 
	
              Michael
                Primasing & Brock Vinton as Tenants in Common

            	 	 	
              28,831

            	 	 	
              28,831

            	 	 	
              57,663

            	 
	
              MidSouth
                Investor Fund, LP

            	 	 	
              86,494

            	 	 	
              86,494

            	 	 	
              172,989

            	 
	
              Scot
                C. Hollmann

            	 	 	
              7,208

            	 	 	
              7,208

            	 	 	
              14,416

            	 


    

     

    
      Exhibit
        B

      Make
        Good Escrow Agreement

       

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              Shi
                Liang Qing

            	 	 	
              14,416

            	 	 	
              14,416

            	 	 	
              28,831

            	 
	
              Silver
                Rock I, Ltd.

            	 	 	
              129,742

            	 	 	
              129,742

            	 	 	
              259,483

            	 
	
              Steven
                R. Purvis

            	 	 	
              14,416
                

            	 	 	
              14,416
                

            	 	 	
              28,831

            	 
	
              Tian
                Wenqian

            	 	 	
              7,208
                

            	 	 	
              7,208
                

            	 	 	
              14,416

            	 
	
              Tokio
                Marine Asia Private Equity Fund

            	 	 	
              288,314
                

            	 	 	
              288,314
                

            	 	 	
              576,629

            	 
	
              Urbanek
                Family Ltd. Partnership

            	 	 	
              50,455
                

            	 	 	
              50,455
                

            	 	 	
              100,910

            	 
	
              Urling
                Searle

            	 	 	
              14,416
                

            	 	 	
              14,416
                

            	 	 	
              28,831

            	 
	
              Victor
                J. Dowling Jr.

            	 	 	
              36,039
                

            	 	 	
              36,039
                

            	 	 	
              72,079

            	 
	
              Wang
                Meiying

            	 	 	
              7,208
                

            	 	 	
              7,208
                

            	 	 	
              14,416

            	 
	
              Xu
                Wei Qing

            	 	 	
              7,208
                

            	 	 	
              7,208
                

            	 	 	
              14,416

            	 
	
              Zhang
                Qiu Ping

            	 	 	
              7,208
                

            	 	 	
              7,208
                

            	 	 	
              14,416

            	 
	 	 	 	
              1,773,134

            	 	 	
              1,773,134

            	 	 	
              3,546,268

            	 


    

    


    
      Exhibit
        B

      Make
        Good Escrow Agreement

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    Exhibit
      B

    


    ESCROW
      AGENT FEES


    


    US
      $2,500
      for the period ended September 30, 2007.

    


    US
      $1,000
      for the 12 months ended period ended September 30, 2008, or any earlier
      distribution of all of the Escrow Shares.

    


    The
      above
      fees shall be pro-rated on a monthly basis (treating any portion of a month
      in
      which the Escrow Agent acts as escrow agent as a full month) if the Escrow
      Agent
      resigns pursuant to Section 10.

     

    
      Exhibit
        B

      Make
        Good Escrow Agreement

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    


    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

            
	
               

            	 	
               

                

              

              Signature

            
	 	 	
            
	 	 	
              
                

              

              Signature

            


    

    
       

      Exhibit
        C-1

      Make
        Good Escrow Agreement

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    


    Exhibit
      C-2

    


    CERTIFICATE
      AS TO AUTHORIZED SIGNATURES

    


    Account
      Name:

    


    Account
      Number:

     

    The
      specimen signatures shown below are the specimen signatures of the individual
      who has been designated as the authorized representative of Keating Securities
      LLC and is authorized to provide the documents, instruments and/or consents,
      including the written consents specified in Section 4, relating to the Investors
      and specified in the Make Good Agreement.

    


    
      	
              Name
                / Title

            	 	
              Specimen
                Signature

            
	
               

              .

            	 	
               

              
                

              

              Signature

            
	 	 	 
	 	 	
              
                

              

              Signature

            


    

    
       

      Exhibit
        C-2

      Make
        Good Escrow Agreement