0001144204-07-030431 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • June 5th, 2007 • Ugods, Inc. • Metal mining • New York

This Registration Rights Agreement (this "Agreement") is made and entered into as of May 31, 2007, by and among China Water and Drinks Inc., a Nevada corporation (the "Company"), and the investors signatory hereto (each an "Investor" and collectively, the "Investors").

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LOCK-UP AGREEMENT
Lock-Up Agreement • June 5th, 2007 • Ugods, Inc. • Metal mining • New York

THIS LOCK-UP AGREEMENT (the "Agreement") is made and entered into on May 31, 2007 between the stockholder set forth on the signature page to this Agreement (each, a "Holder") and China Water and Drinks Inc., a Nevada corporation (the "Company").

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • June 5th, 2007 • Ugods, Inc. • Metal mining • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of May 31, 2007, by and among China Water and Drinks Inc., a Nevada corporation (f/k/a/ Ugods, Inc.), and all predecessors thereof (collectively, the “Company”), and the investors identified on the signature pages hereto (each, an “Investor” and collectively, the “Investors”).

MAKE GOOD ESCROW AGREEMENT
Make Good Escrow Agreement • June 5th, 2007 • Ugods, Inc. • Metal mining • New York

This Make Good Escrow Agreement (the "Make Good Agreement"), dated effective as of May 31, 2007, is entered into by and among China Water and Drinks Inc., a Nevada corporation (the "Company"), The Pinnacle Fund, L.P., as agent (“Agent”), Mr. Xu Hong Bin, in his individual capacity ("Make Good Pledgor"), and Loeb & Loeb LLP, as escrow agent ("Escrow Agent").

Contract
Stock Pledge Agreement • June 5th, 2007 • Ugods, Inc. • Metal mining • New York

STOCK PLEDGE AGREEMENT (this “Agreement”), dated as of May 31, 2007, among China Water and Drinks Inc., a Nevada corporation (f/k/a/ Ugods, Inc.) (the “Company”), Xu Hong Bin (“Bin”), Chen Xing Hua (“Hua” and together with Bin, each a “Pledgor” and collectively, the “Pledgors”), and the pledgees signatory hereto and their respective endorsees, transferees and assignees (individually, the “Pledgee” and collectively, the “Pledgees”). Capitalized terms used and not otherwise defined herein that are defined in the Purchase Agreement (as defined below) will have the meanings given such terms in the Purchase Agreement.

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