Preview | Escrow Agreement |

This Escrow Agreement, dated as of October 26, 2007 (this ?Agreement?), is entered into by and among Fushi International, Inc., a corporation organized under the laws of the State of Nevada (the ?Company?), Roth Capital Partners, LLC, a California limited liability company (the ?Placement Agent?) and Tri-State Title & Escrow, LLC, with its principal offices located at 360 Main Street, P.O. Box 391, Washington, VA 22747 (the ?Escrow Agent?). The Placement Agent and the Company are sometimes referred to herein as the Escrowing Parties.

WHEREAS, the Company, with the assistance of the Placement Agent, proposes to raise approximately THIRTY MILLION DOLLARS ($30,000,000) through a private offering of its common stock pursuant to Regulation D of the Securities Act of 1933, as amended (the ?Offering? and the ?Act,? respectively) on a ?best efforts? basis pursuant to a Securities Purchase Agreement between the Company and the investors in such Offering (the ?Purchase Agreement?), such Offering to be made solely to accredited investors, as that term is defined in the Act; and

WHEREAS, the Company and the Placement Agent desire to deposit all proceeds received from subscriptions for the common stock and warrant exercises in the Offering (the ?Escrowed Funds?) with the Escrow Agent, to be held in escrow until joint written instructions are received by the Escrow Agent from the Company and the Placement Agent, from time to time, at which time the Escrow Agent will disburse the Escrowed Funds in accordance with the instructions on Exhibit C hereto(a ?Closing?);

WHEREAS, capitalized terms used and not otherwise defined herein that are defined in the Purchase Agreement will have the respective meanings given such terms in the Purchase Agreement; and

1. Appointment of Escrow Agent. The Company and the Placement Agent hereby appoint Escrow Agent as escrow agent in accordance with the terms and conditions set forth herein and the Escrow Agent hereby accepts such appointment.

2.1 The Placement Agent and/or the Company will direct subscribers in the Offering to deliver the Escrowed Funds to the Escrow Agent, addressed to following account of the Escrow Agent:

2.2 (a) All Subscribers? checks shall be made payable to ?TRI-STATE TITLE & ESCROW, LLC? and shall be delivered to the Escrow Agent at the address set forth on Exhibit A hereto and shall be accompanied by a written account of subscription in the form attached hereto as Exhibit B (the ?Subscription Information?) The Escrow Agent shall, upon receipt of a Subscription, together with the related Investment Amount therefore, deposit the related Investment Amount of said Subscription in the Escrow Account for collection; or (b) all funds to be wired shall be wired to the account set forth in Section 2.1 above and written Subscription Information shall be faxed or emailed to the Escrow Agent in accordance with the information provided on Exhibit A.

2.3 Any checks which are received by Escrow Agent that are made payable to a party other than the Escrow Agent shall be returned directly to the Placement Agent together with any documents delivered therewith. Simultaneously with each deposit, the Placement Agent shall provide the Escrow Agent with the Subscription Information to include the name, address and taxpayer identification number of each Subscriber and of the aggregate principal amount of Securities subscribed for by such Subscriber. The Escrow Agent is not obligated, and may refuse, to accept checks that are not accompanied by a Subscription containing the requisite information.

2.4 In the event a wire transfer is received by the Escrow Agent and the Escrow Agent has not received Subscription Information, the Escrow Agent shall notify the Placement Agent. If the Escrow Agent does not receive the Subscription Information by such Subscriber prior to close of business on the third business day (days other than a Saturday or Sunday or other day on which the Escrow Agent is not open for business in the State of Virginia) after notifying Placement Agent of receipt of said wire, the Escrow Agent shall return the funds to the prospective purchaser.

3. Escrow Agent to Hold and Disburse Escrowed Funds. The Escrow Agent will hold and disburse the Escrowed Funds received by it pursuant to the terms of this Escrow Agreement, as follows:

3.1 Upon receipt of joint instructions from the Company and the Placement Agent, in substantially the form of Exhibit C hereto, the Escrow Agent shall release the Escrowed Funds as directed in such instructions.