0001144204-08-022300 Sample Contracts

DEED OF AMENDMENT is made on 31st March 2008 Between RECITALS NOW THE PARTIES AGREE AS FOLLOWS:
Deed of Amendment • April 15th, 2008 • China Water & Drinks Inc.. • Bottled & canned soft drinks & carbonated waters • Virgin Islands

This Deed has been signed on behalf of the Security Agent and executed as a deed by the Chargor and the Company and is delivered on the dated specified above.

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THIS MEMORANDUM OF PARTIAL RELEASE is made the 31st day of March, 2008. BETWEEN
Memorandum of Partial Release • April 15th, 2008 • China Water & Drinks Inc.. • Bottled & canned soft drinks & carbonated waters

Goldman Sachs International, an unlimited liability company organised under the laws of England and Wales whose registered office is at Peterborough Court, 133 Fleet Street, London EC4A, 2BB, England (the “Collateral Agent”); and

China Water and Drinks Inc. Unit 07, 6/F Concordia Plaza Tsimshatsui, East Kowloon, Hong Kong
Securities Purchase Agreement • April 15th, 2008 • China Water & Drinks Inc.. • Bottled & canned soft drinks & carbonated waters

Reference is made to (i) that Securities Purchase Agreement dated as of January 24, 2008 (the “Securities Purchase Agreement”) by and among China Water and Drinks, Inc (the “Company”), and the buyers parties thereto (the “Buyers”) and (ii) the Escrow Agreement dated as of January 24, 2008 (the “Escrow Agreement”) by and among the Company, Roth Capital Partners LLC (the “Placement Agent”), Goldman Sachs International , as collateral agent (the “Collateral Agent”) and Tristate Title and Escrow, as escrow agent (the “Escrow Agent”). Capitalized terms used herein without definition shall have the meanings ascribed to such terms in the Securities Purchase Agreement.

THIS MEMORANDUM OF PARTIAL RELEASE is made the 31st day of March, 2008 BETWEEN
Memorandum of Partial Release • April 15th, 2008 • China Water & Drinks Inc.. • Bottled & canned soft drinks & carbonated waters

Goldman Sachs International, an unlimited liability company organised under the laws of England and Wales whose registered office is at Peterborough Court, 133 Fleet Street, London EC4A, 2BB, England (the “Collateral Agent”); and

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