ESCROW AGREEMENT

          This Escrow Agreement, dated as of October 7, 2009 (this “ Escrow Agreement ”), is entered into by and among Orient Paper, Inc., a Nevada corporation, with headquarters located at Nansan Gongli, Nanhuan Road, Xushui County, Baoding City, Hebei Province, The People’s Republic of China 072550 (the “ Company ”), the investors listed on the Schedule of Buyers in the Securities Purchase Agreement dated October 7, 2009 (the “ Buyers ”), Zhenyong Liu (the “ Principal Shareholder ”) and Sichenzia Ross Friedman Ference LLP with an address at 61 Broadway, 32 ^nd Floor, New York, NY 10006 (the “ Escrow Agent ”).

          Capitalized terms used but not defined herein shall have the meanings set forth in the Securities Purchase Agreement (as defined below).

WITNESSETH:

          WHEREAS, the Buyers will be purchasing from the Company and the Company will be selling to the Buyers an aggregate of 8,333,332 shares of the Company’s common stock, par value $0.001 per share (“ Common Stock ”) for a total aggregate purchase price of approximately $5,000,000 in a private placement financing transaction (the “ Financing Transaction ”) pursuant to a Securities Purchase Agreement dated of the date hereof (the “Closing Date” ) by and among the Company and the Buyers (the “Securities Purchase Agreement” );

          WHEREAS, the Company and the Buyers desire to deposit all proceeds received from the Buyers in the Financing Transaction (the “ Escrowed Funds ”) with the Escrow Agent, to be held and disbursed by the Escrow Agent pursuant to this Agreement; and

          WHEREAS, Escrow Agent is willing to hold the Escrowed Funds in escrow 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 . The Company and each Buyer 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. Delivery of the Escrowed Funds .

               a. The Company will direct each Buyer to deliver the Escrowed Funds to the Escrow Agent as follows:

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               b. The Escrowed Funds shall be forwarded to the Escrow Agent by wire transfer, together with the written account of subscription (the “ Subscription ”) in the form attached hereto as Exhibit B (the “ Subscription Information ”). The Escrowed Funds to be wired shall be wired to the account set forth in Section 2(a) above and the Subscription shall be faxed or emailed to the Escrow Agent in accordance with the information provided on Exhibit A .

               c. Simultaneously with each deposit, each Buyer shall provide the Escrow Agent with the Subscription Information, including the name, address and taxpayer identification number of each Buyer and of the aggregate principal amount of shares of Common Stock and attached warrants subscribed for by such Buyer.

               d. 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 Buyer. If the Escrow Agent does not receive the Subscription Information by such Buyer prior to close of business on the fifth (5 ^th ) 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 New York) after notifying the Buyer of receipt of said wire, the Escrow Agent shall return the funds to the Buyer.

          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 Agreement, as follows:

               a. Prior to any disbursement of the Escrowed Funds, the Escrow Agent shall allocate a portion of the Escrowed Funds and hold such portion in a separate escrow account to pay the fees and expenses in connection with investor relations and financial communications in the aggregate amount of $300,000 (the “ Public Relations Held-Back Escrowed Portion ”). Additionally, the Escrow Agent shall allocate and hold $2,000,000 of the Escrowed Funds until the Company shall have identified and engaged such number of additional independent director(s) acceptable to the representative of the Buyers (“ Representative ”) so that its board of directors shall comprise a majority of the board of directors (the “ Director Held-Back Escrowed Portion ”).

                    Unless otherwise specified herein, the term “Escrowed Funds” shall include the aggregate amount of the Public Relations Held-Back Escrowed Portion and Director Held-Back Escrowed Portion.

               b. At such time that Five Million Dollars ($5,000,000) is deposited and upon receipt of joint instructions from the Company and the Representative, in substantially the forms of Exhibit C hereto, following the consummation of the Financing Transaction, the Escrow Agent shall release the Escrowed Funds, less the Public Relations Held-Back Escrowed Portion and the Director Held-Back Escrowed Portion, to the Company. Thereafter, the Escrow Agent shall disburse the Public Relations Held-Back Escrowed Portion, from time to time, and the Director Held-Back Escrowed Portion upon receiving the joint instructions from the Company and the Representative substantially the form of Exhibit C hereto. Access America Investments, LLC is hereby appointed the representative of the Buyers for purposes of this paragraph 3(b).

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               c. In the event this Agreement, the Escrowed Funds, or the Escrow Agent becomes the subject of litigation, or if the Escrow Agent shall desire to do so for any other reason, each of the Company and the Buyers authorizes the Escrow Agent, at its option, to deposit the Escrowed Funds (including the Public Relations Held-Back Escrowed Portion and the Director Held-Back Escrow Portion) with the clerk of the court in which the litigation is pending, or a court of competent jurisdiction if no litigation is pending, and thereupon the Escrow Agent shall be fully relieved and discharged of any further responsibility with regard thereto. Each of the Company, and the Buyers further authorizes the Escrow Agent, if it receives conflicting claims to any of the Escrowed Funds, is threatened with litigation or if the Escrow Agent shall desire to do so for any other reason, to interplead all interested parties in any court of competent jurisdiction and