THIS ESCROW AGREEMENT (this “ Agreement ”) is made as of October 8, 2009, by and among L & L International Holdings, Inc., a corporation incorporated under the laws of Nevada (the “ Company ”), the Buyers signatory hereto (each a “ Buyer ” and together the “ Buyers ”), and Richardson & Patel LLP, with an address at 10900 Wilshire Boulevard, Suite 500, Los Angeles, California 90024 (the “ Escrow Agent ”). Capitalized terms used but not defined herein shall have the meanings set forth in the Securities Purchase Agreement referred to in the first recital.

     WHEREAS, the Buyers will be purchasing from the Company, up to $7,000,000, in the aggregate, of Common Stock and Warrants on the Closing Date as set forth in the Securities Purchase Agreement (the “ Purchase Agreement ”) dated the date hereof between the Buyers and the Company, which securities will be issued under the terms contained herein and in the Purchase Agreement; and

     WHEREAS, it is intended that the purchase of the securities be consummated in accordance with the requirements set forth in Regulation D promulgated under the Securities Act of 1933, as amended; and

     WHEREAS, the Company and the Buyers have requested that the Escrow Agent hold the Purchase Price in escrow until the Escrow Agent has received the Release Notice in the form attached hereto from the Company and each Buyer at the Closing;

     NOW, THEREFORE, in consideration of the covenants and mutual promises contained herein and other good and valuable consideration, the receipt and legal sufficiency of which are hereby acknowledged and intending to be legally bound hereby, the parties agree as follows:

     1.1. The parties hereby agree to establish an escrow account with the Escrow Agent whereby the Escrow Agent shall hold the funds for the purchase of up to $7,000,000, in the aggregate, of Common Stock and Warrants as contemplated by the Purchase Agreement.

     1.2. Upon the Escrow Agent’s receipt of the Purchase Price into its master escrow account, together with executed counterparts of this Agreement, Exhibit A to this Agreement, the Make Good Escrow Agreement, the Purchase Agreement, the Warrants and the Registration Rights Agreement, it shall telephonically advise the Company, or the Company’s designated attorney or agent, of the amount of funds it has received into its master escrow account.

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1.3. Wire transfers to the Escrow Agent shall be made as follows:

Re: L & L INTERNATIONAL HOLDINGS FINANCING TRUST ACCOUNT

     1.4 The Company, promptly following being advised by the Escrow Agent that the Escrow Agent has received the Purchase Price along with facsimile copies of counterpart signature pages of the Purchase Agreement, Registration Rights Agreement, the Make Good Escrow Agreement, this Agreement and Exhibit A to this Agreement from each Buyer, shall deliver to the Escrow Agent the certificates representing the Securities to be issued to each Buyer at the Closing together with:

     (a) the Company’s executed counterpart of the Purchase Agreement;

     (b) the Company’s executed counterpart of the Registration Rights Agreement;

     (c) the executed opinion of Company Counsel, in the form of Exhibit D to the Purchase Agreement;

     (d) the Company’s original executed counterpart of this Escrow Agreement;