China Bio Energy Holdings (CBEH)

We entered into an escrow agreement with the Investor (the “Escrow Agreement”), pursuant to which Redsky initially placed 4,545,455 shares of common stock (the “Escrow Shares”) it received in the Share Exchange in an escrow account. The Escrow Shares are being held as security for the achievement of $0.27 per share in each of our audited net income and cash from operations results for the fiscal year 2007 ( the “2007 Performance Threshold”) and $0.45 per share in each of our net income and cash from operations results for the fiscal year 2008 (the “2008 Performance Threshold”).