Exhibit 10.2

CLOSING ESCROW AGREEMENT

     This Closing Escrow Agreement, dated as of September 30, 2009 (this “ Agreement ”), is entered into by and between Securities Transfer Corporation (the “ Escrow Agent ”), China Nutrifruit Group Limited (the “ Company ”) and each investor identified on the signature pages hereto (the “ Investors ”).

WITNESSETH:

     WHEREAS, the Company and the Investors entered into a securities purchase agreement (the “ Purchase Agreement ”) dated as of September 30, 2009 pursuant to which the Investors will purchase Units of the Company, each consisting of shares of Series A Convertible Preferred Stock (the “ Series A Convertible Preferred Stock ”), convertible into shares of the Company’s common stock, par value $0.001 per share (the “ Common Stock ”) at a conversion price of $3.30 per share and Warrants to purchase Common Stock (collectively, the “ Securities ”), for an aggregate purchase price of up to $15,000,000, subject to increase as contemplated in the Purchase Agreement (the “ Investment Amount ”); and

     WHEREAS, the Company and the Investors desire to deposit all proceeds received from subscriptions for the Units pursuant to the Purchase Agreement (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 WLT Brothers Capital, Inc. (the “ Investor Agent ”), from time to time, at which time the Escrow Agent will disburse the Escrowed Funds less the Dividend Holdback referred to below in accordance with such instructions (a “ Closing ”); and

     WHEREAS, the Company and the Investors desire that the Escrow Agent hold an amount equal to 7% of the aggregate Investment Amount (the “ Dividend Holdback ”) in escrow, for the payment of the dividend at the annual rate of 7% on the Series A Convertible Preferred Stock for the first Dividend Payment Date following the Closing pursuant to the terms of the Certificate of Designations of the Series A Convertible Preferred Stock; and

     WHEREAS, Escrow Agent is willing to hold the Escrowed Funds in escrow in subject to the terms and conditions of this Agreement.

     NOW, THEREFORE, in consideration of the mutual promises herein contained and intending to be legally bound, the parties hereby agree as follows:

     1. Appointment of Escrow Agent . Each Investor and the Company hereby appoints Securities Transfer Corporation as Escrow Agent to act in accordance with the Purchase Agreement and the terms and conditions set forth in this Agreement, and Escrow Agent hereby accepts such appointment and agrees to act in accordance with such terms and conditions.

     2. Establishment of Escrow . The aggregate Investment Amount provided by the Investors in connection with their acquisitions of the Securities as set forth in the Purchase Agreement shall be deposited in an account maintained by the Escrow Agent with Vision Bank Texas in immediately available funds by federal wire transfer, such funds being referred to herein as the “ Escrow Funds ”. The wire transfer details relating to such account are:

Vision Bank Texas, 401 W. George Bush Frwy, #101
Correspondent Bank: TIB Bank
ABA # 111010170
Beneficiary Bank: Vision Bank-Texas
Acct # 1020288
Final Credit: Securities Transfer Corporation Account D
Acct # 210483

     3. Escrow Agent to Hold and Disburse Escrowed Funds . The Escrow Funds shall be segregated from the assets of Escrow Agent and held in trust for the benefit of the Company and the Investors (who shall be deemed to have an interest in such Escrow Funds in proportion to the percentages indicated in Exhibit A ) in accordance herewith. The Escrow Agent will hold and disburse the Escrowed Funds received by it pursuant to the terms of this Escrow Agreement, as follows:

          (a) Upon receipt of joint instructions from the Company and the Investor Agent, in substantially the form of Exhibit B hereto, the Escrow Agent shall release the Escrowed Funds, less the Dividend Holdback, to, or as directed in such instructions, upon the instruction of the Company; and

          (b) The Escrow Agent shall release the Dividend Holdback as follows: on September 1, 2010 (the “ Dividend Payment Date ”), the Escrow Agent shall wire each Investors its pro rata portion of the Dividend Holdback (equal to percentage indicated set forth on Exhibit A multiplied by such Dividend Holdback) using the wiring instructions contained in Exhibit A . In the event the Company and an Investor deliver joint instructions to the Escrow Agent to the effect that such Investor has converted shares of Series A Convertible Preferred Stock prior to the Dividend Payment Date, then the Escrow Agent shall release the Dividend Holdback to such Investor as follows: (1) the Escrow Agent shall wire such Investor its pro rata portion of the Dividend Holdback (equal to the quotient of (i) total number of shares of the Series A Convertible Preferred Stock purchased under the Purchase Agreement and then held by such Investor as indicated in such joint instructions, divided by (ii) total numbers of shares of the Series A Convertible Preferred Stock issued pursuant to the Purchase Agreement, multiplied by such Dividend Ho