exh 10.3

ESCROW AGREEMENT

THIS ESCROW AGREEMENT (this "Agreement") is made as of January 26,

2010, by and among Worldwide Energy and Manufacturing USA, Inc. a Colorado

corporation (the "Company"), the purchasers signatory hereto (each a "Purchaser"

and together the "Purchasers"), Jimmy and Mindy Wang, residing at 408 N. Canal

Street, Units A&B, South San Francisco, CA 94080 (the "Wangs" and, together with

the Company, if necessary, the "Make Good Pledgors"), and Sichenzia Ross

Friedman Ference LLP, with an address at 61 Broadway, New York, New York 10006

(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.

W I T N E S S E T H:

WHEREAS, the Purchasers will be purchasing from the Company,

severally and not jointly with the other Purchasers, in the aggregate, up to

$8,000,000 of shares of Common Stock and Warrants of the Company on the Closing

Date as set forth in the Securities Purchase Agreement dated the date hereof

between the Purchasers and the Company (the "Purchase Agreement"), 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 may be obligated to issue to each Purchaser

such number of Make Good Shares to the terms herein;

WHEREAS, the Company and the Purchasers have agreed that up to

1,777,777 shares of Common Stock (the "Make Good Shares") shall be deposited in

escrow with the Escrow Agent pursuant to the terms herein;

WHEREAS, the Company and the Purchasers have agreed that the Wangs

shall deposit up to 1,620,954 (the "Executive Make Good Shares") of the Make

Good Shares in escrow with the Escrow Agent pursuant to the terms herein;

WHEREAS, the Company and the Purchasers have agreed that the Company

shall deposit the balance of the Make Good Shares (the "Company Make Good

Shares"), as necessary, up to 1,777,777 shares of Common Stock, such that the

number of Makes Good Shares shall equal the number of Shares issued to the

Purchasers pursuant to the Purchase Agreement, in escrow with the Escrow Agent

pursuant to the terms herein

WHEREAS, the Company, the Purchasers and the Wangs have requested

that the Escrow Agent hold the Make Good Shares in escrow upon the terms set

forth herein;

- 1 -

<PAGE>

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:

TERMS OF THE ESCROW

The parties hereby agree to establish an escrow account with the Escrow

Agent whereby the Escrow Agent shall hold the Make Good Shares.

1. APPOINTMENT OF ESCROW AGENT. The Make Good Pledgors and the Company

hereby appoint Sichenzia Ross Friedman Ference LLP as Escrow Agent to act in

accordance with the terms and conditions set forth in this Escrow Agreement, and

Escrow Agent hereby accepts such appointment and agrees to act in accordance

with such terms and conditions.

2. ESTABLISHMENT OF ESCROW. On or before April 22, 2010, the Wangs

shall deliver, or cause to be delivered, to the Escrow Agent the Executive Make

Good Shares in the form of certificates evidencing up to 1,620,954 shares of the

Company's common stock, no par value, and the Company shall deliver the Company

Make Good Shares, as necessary, up to 1,777,777 shares of Common Stock,

representing the balance of the Make Good Shares, along with medallion

guaranteed stock powers (or such other signed instrument of transfer acceptable

to the Company's transfer agent to enable the transfer of such Make Good Shares

in accordance with Section 4). The Make Good Pledgors hereby agree that their

obligation to transfer shares of Common Stock to Purchasers pursuant to the

terms of the Purchase Agreement and this Escrow Agreement shall not continue to

run to the benefit of any Investor who shall have transferred or sold all or any

portion of its Shares.

3. REPRESENTATIONS OF THE WANGS AND THE COMPANY. The Wangs and the

Company hereby represent and warrant, severally and not jointly, as to

themselves and itself only, to the Purchasers as follows:

a. The Make Good Shares of the Make Good Pledgors are validly

issued, fully paid and nonassessable shares of the Company, and free and clear

of all pledges, liens and encumbrances. Upon any transfer of Make Good Shares

to Purchasers hereunder, Purchasers will receive full right, title and authority

to such shares as holders of Common Stock.

b. Performance of this Escrow Agreement and compliance with the

provisions hereof will not violate any provision of any applicable law and will

not conflict with or result in any breach of any of the terms, conditions or

provisions of, or constitute a default under, or result in the creation or

imposition of any lien, charge or encumbrance upon, any of the properties or

assets of any of the Make Good Pledgors pursuant to the terms of any indenture,

mortgage, deed of trust or other agreement or instrument binding upon any of the

Make Good Pledgors, other than such breaches, defaults or liens which would not

have a material adverse effect taken as a whole.

4. DISBURSEMENT OF MAKE GOOD SHARES.

- 2 -

<PAGE>

a. The Company shall achieve at least $4,000,000 in Adjusted

EBITDA, on a consolidated basis with each of the Subsidiaries for the fiscal

year ending December 31, 2010, as disclosed in the Company's Form 10-K for the

fiscal year ending December 31, 2010 (the "2010 EBITDA Milestone", the date of

disclosure of such 2010 EBITDA Milestone, including any permitted extensions,

the "2010 EBITDA Milestone Date" and such 10-K, the "2010 10-K"). If the

Company fails to achieve the 2010 EBITDA Milestone, then, in accordance with the

terms of the Share Escrow Agreement, the Share Escrow Agent will transfer to the

Purchasers from such escrow account, on a pro-rata basis (based on such

Purchaser's Subscription Amount and the aggregate Subscription Amount

hereunder), an aggregate number of shares of Common Stock equal to the following

formula:

E MINUS C

_________

((A/B)*D)

For the purposes of the foregoing formula:

A = 2010 Adjusted EBITDA

B = 2010 EBITDA Milestone

C = Total number of Shares issued to the Purchasers

D = 4.50

E = Total Subscription Amount

In the event that the Company fails to file the 2010 10-K with the

Commission on or before the last date that such form is required to be filed

(after any permitted extensions under the Exchange Act), the Company shall be

irrevocably deemed to have failed to achieve the 2010 EBITDA Milestone, and the

2010 EBITDA Milestone Date shall be deemed to be the last date that the Company

was permitted to file the 2010 10-K (after any permitted extensions under the

Exchange Act). In addition, notwithstanding anything herein to the contrary, in

the event that the Company reports an Adjusted EBITDA for the fiscal year ending

December 31, 2010 of $2,000,000 or less or the Company fails to file its 2010

10-K with the Commission on or before the last date that such form is required

to be filed (after any permitted extensions under the Exchange Act), all of the

Make Good Shares shall be issued pro-rata to the Purchasers (based on such

Purchaser's Subscription Amount and the aggregate Subscription Amount hereunder)

(b) Company Make Good Shares. On or before April 22, 2010, the

Company shall deliver the Company Make Good Shares, which, added to the

Executive Make Good Shares, shall equal the number of Shares issued to the

Purchasers hereunder, to the Share Escrow Agent for deposit in the escrow

account pursuant to the Share Escrow Agreement. The parties hereto acknowledge

that, as of the date hereof and pursuant to the 2008 Share Escrow Agreement,

Company counsel as escrow agent holds in escrow 1,620,954 shares of Common Stock

that were deposited by the Wangs (such shares, "2008 Escrow Shares") and that,

subject to the terms and conditions of the 2008 Share Escrow Agreement, all or a

portion of the 2008 Escrow Shares shall be transferred by Company counsel as

escrow agent to the Share Escrow Agent to be held in escrow and distributed in

accordance with the terms and conditions of the Share Escrow Agreement.

- 3 -

<PAGE>

(d) Within five days after the determination of the number of Make

Good Shares to which the Purchasers are entitled calculated in the manner set

forth above, the Purchasers and the Company shall give joint written

instructions to the Share Escrow Agent to, and upon receipt of such written

instructions, the Share Escrow Agent shall, within five Business Days after

receipt of such instructions, deliver to the Purchasers on a "pro rata" basis

(based on such Purchaser's Subscription Amount and the aggregate Subscription

Amount hereunder) such number of Make Good Shares. If none or less than all of

the Make Good Shares are delivered to the Purchasers, the Share Escrow Agent

shall return the undistributed Make Good Shares to the Executives, or the

Company, as the case may be, pursuant to the joint instructions of the

Purchasers and the Company.

(e) Notwithstanding anything to the contrary set forth herein,

only those Purchasers who own the Shares issued hereunder and remain

shareholders of the Company at the time that any of the Make Good Shares become

deliverable hereunder shall be entitled to their pro rata portion of the Make

Good Shares calculated based on their ownership interest at the time when the

applicable Make Good Shares become deliverable

(f) For clarity and avoidance of doubt, all references to share

prices and shares of Common Stock in this Section shall be subject to

adjustment for reverse and forward stock splits, stock dividends, stock

combinations and other similar transactions of the Common Stock that occur

after the date of this Agreement

5. DURATION. This Escrow Agreement shall terminate on the distribution

of all the Make Good Shares to either the Purchasers or back to the Make Good

Pledgors, as the case may be. The Company agrees to provide the Escrow Agent

written notice of the filing with the Commission of any financial statements or

reports referenced herein.

6. MAKE GOOD SHARES. If any Make Good Shares are deliverable to the

Purchasers pursuant to the Purchase Agreement and in accordance with this Escrow

Agreement, (i) the Make Good Pledgors covenants and agrees to execute all such

instruments of transfer (including stock powers and assignment documents) as are

customarily executed to evidence and consummate the transfer of the Make Good

Shares from the Make Good Pledgors to the Purchasers and (ii) following its

receipt of the documents referenced in Section 6(i), the Company covenants and

agrees to promptly reissue such Make Good Shares in the applicable Investor's

name and deliver the same as directed by such Investor. Until such time as (if

at all) the Make Good Shares are required to be delivered pursuant to the

Purchase Agreement and in accordance with this Escrow Agreement, any dividends

payable in respect of the Make Good Shares and all voting rights applicable to

the Make Good Shares shall be retained by the Make Good Pledgors. Should the

Escrow Agent receive dividends or voting materials, such items shall be passed

immediately on to the Make Good Pledgors and shall not be invested or held for

any time longer than is needed to effectively re-route such items to the Make

Good Pledgors.

7. INTERPLEADER. Should any controversy arise among the parties hereto

with respect to this Escrow Agreement or with respect to the right to receive

the Make Good Shares, Escrow Agent shall have the right to consult counsel

and/or to institute an appropriate interpleader action

- 4 -

<PAGE>

to determine the rights of the parties. Escrow Agent is also hereby authorized

to institute an appropriate interpleader action upon receipt of a written letter

of direction executed by the parties so directing Escrow Agent. If Escrow Agent

is directed to institute an appropriate interpleader action, it shall institute

such action not prior to thirty (30) days after receipt of such letter of

direction and not later than sixty (60) days after such date. Any interpleader

action instituted in accordance with this Section 7 shall be filed in any court

of competent jurisdiction in the State of New York, and the Make Good Shares in

dispute shall be deposited with the court and in such event Escrow Agent shall

be relieved of and discharged from any and all obligations and liabilities under

and pursuant to this Escrow Agreement with respect to the Make Good Shares and

any other obligations hereunder.

8. EXCULPATION AND INDEMNIFICATION OF ESCROW AGENT

a. Escrow Agent is not a party to, and is not bound by or charged

with notice of any agreement out of which this escrow may arise. Escrow Agent

acts under this Escrow Agreement as a depositary only and is not responsible or

liable in any manner whatsoever for the sufficiency, correctness, genuineness or

validity of the subject matter of the escrow, or any part thereof, or for the

form or execution of any notice given by any other party hereunder, or for the

identity or authority of any person executing any such notice. Escrow Agent will

have no duties or responsibilities other than those expressly set forth herein.

Escrow Agent will be under no liability to anyone by reason of any failure on

the part of any party hereto (other than Escrow Agent) or any maker, endorser or

other signatory of any document to perform such person's or entity's obligations

hereunder or under any such document. Except for this Escrow Agreement and

instructions to Escrow Agent pursuant to the terms of this Escrow Agreement,

Escrow Agent will not be obligated to recognize any agreement between or among

any or all of the persons or entities referred to herein, notwithstanding its

knowledge thereof. Escrow Agent will not be liable for any action taken or

omitted by it, or any action suffered by it to be taken or omitted, absent gross

negligence or willful misconduct. Escrow Agent may rely conclusively on, and

will be protected in acting upon, any order, notice, demand, certificate, or

opinion or advice of counsel (including counsel chosen by Escrow Agent),

statement, instrument, report or other paper or document (not only as to its due

execution and the validity and effectiveness of its provisions, but also as to

the truth and acceptability of any information therein contained) which is

reasonably believed by Escrow Agent to be genuine and to be signed or presented

by the proper person or persons. The duties and responsibilities of the Escrow

Agent hereunder shall be determined solely by the express provisions of this

Escrow Agreement and no other or further duties or responsibilities shall be

implied, including, but not limited to, any obligation under or imposed by any

laws of the State of New York upon fiduciaries.

b. The Company and the Make Good Pledgors each hereby, jointly

and severally, indemnify and hold harmless the Escrow Agent and any of their

principals, partners, agents, employees and affiliates from and against any

expenses, including reasonable attorneys' fees and disbursements, damages or

losses suffered by Escrow Agent in connection with any claim or demand, which,

in any way, directly or indirectly, arises out of or relates to this Escrow

Agreement or the services of Escrow Agent hereunder; except, that if Escrow

Agent is guilty of willful misconduct, gross negligence or fraud under this

Escrow Agreement, then Escrow Agent will bear all losses, damages and expenses

arising as a result of such willful misconduct, gross negligence or fraud.

Promptly after the receipt by Escrow Agent of notice of any such demand

- 5 -

<PAGE>

or claim or the commencement of any action, suit or proceeding relating to such

demand or claim, Escrow Agent will notify the other parties hereto in writing.

For the purposes hereof, the terms "expense" and "loss" will include all amounts

paid or payable to satisfy any such claim or demand, or in settlement of any

such claim, demand, action, suit or proceeding settled with the express written

consent of the parties hereto, and all costs and expenses, including, but not

limited to, reasonable attorneys' fees and disbursements, paid or incurred in

investigating or defending against any such claim, demand, action, suit or

proceeding. The provisions of this Section shall survive the termination of

this Escrow Agreement.

9. RECORDS. Escrow Agent shall maintain accurate records of all

transactions hereunder. Promptly after the termination of this Escrow Agreement

or as may reasonably be requested by the parties hereto from time to time before

such termination, Escrow Agent shall provide the parties hereto, as the case may

be, with a complete copy of such records, certified by Escrow Agent to be a

complete and accurate account of all such transactions. The authorized

representatives of each of the parties hereto shall have access to such books

and records at all reasonable times during normal business hours upon reasonable

notice to Escrow Agent and at the requesting party's expense.

10. NOTICE. All notices, communications and instructions required or

desired to be given under this Escrow Agreement must be in writing and shall be

deemed to be duly given if sent by registered or certified mail, return receipt

requested, or overnight courier, to the addresses listed on the signature page

hereto.

11. EXECUTION IN COUNTERPARTS. This Escrow Agreement may be executed in

counterparts, each of which shall be deemed an original, but all of which

together shall constitute one and the same instrument.

12. ASSIGNMENT AND MODIFICATION. This Escrow Agreement and the rights

and obligations hereunder of any of the parties hereto may not be assigned

without the prior written consent of the other parties hereto and the

Purchasers. Subject to the foregoing, this Escrow Agreement will be binding

upon and inure to the benefit of each of the parties hereto and their respective

successors and permitted assigns. No other person will acquire or have any

rights under, or by virtue of, this Escrow Agreement. No portion of the Make

Good Shares shall be subject to interference or control by any creditor of any

party hereto, or be subject to being taken or reached by any legal or equitable

process in satisfaction of any debt or other liability of any such party hereto

prior to the disbursement thereof to such party hereto in accordance with the

provisions of this Escrow Agreement. This Escrow Agreement may be amended or

modified only in writing signed by all of the parties hereto

MISCELLANEOUS

13.1 No waiver or any breach of any covenant or provision herein

contained shall be deemed a waiver of any preceding or succeeding

breach thereof, or of any other covenant or provision herein

contained. No extension of time for performance of any obligation or

act shall be deemed an extension of the time for performance of any

other obligation or act.

13.2 This Escrow Agreement shall be binding upon and shall inure to the

benefit of the permitted successors and permitted assigns of the

parties hereto.

13.3 This Escrow Agreement is the final expression of, and contains the

entire agreement between, the parties with respect to the subject

matter hereof and supersedes all prior understandings with respect

thereto. This Escrow Agreement may not be modified, changed,

supplemented or terminated, nor may any obligations hereunder be

waived, except by written instrument signed by the parties to be

charged or by its agent duly authorized in writing or as otherwise

expressly permitted herein. Except as expressly set forth herein, all

fees and expenses of the Escrow Agent in connection with this Escrow

Agreement and the performance of its duties hereunder shall be paid by

the Company.

13.4 Whenever required by the context of this Escrow Agreement, the

singular shall include the plural and masculine shall include the

feminine. This Escrow Agreement shall not be construed as if it had

been prepared by one of the parties, but rather as if all parties had

prepared the same. Unless otherwise indicated, all references to

Articles are to this Escrow Agreement.

13.5 The parties hereto expressly agree that this Escrow Agreement

shall be governed by, interpreted under and construed and enforced in

accordance with the laws of the State of New York. Any action to

enforce, arising out of, or relating in any way to, any provisions of

this Escrow Agreement shall only be brought in a state or Federal

court sitting in New York City.

13.6 The Escrow Agent's duties hereunder may be altered, amended,

modified or revoked only by a writing signed by the Company, each

Purchaser and the Escrow Agent.

13.7 The Escrow Agent shall be obligated only for the performance of

such duties as are specifically set forth herein and may rely and

shall be protected in relying or refraining from acting on any

instrument reasonably believed by the Escrow Agent to be genuine and

to have been signed or presented by the proper party or parties. The

Escrow Agent shall not be personally liable for any act the Escrow

Agent may do or omit to do hereunder as the Escrow Agent while acting

in good faith and in the absence of gross negligence, fraud and

willful misconduct, and any act done or omitted by the Escrow Agent

pursuant to the advice of the Escrow Agent's attorneys-at-law shall be

conclusive evidence of such good faith, in the absence of gross

negligence, fraud and willful misconduct.

13.8 The Escrow Agent is hereby expressly authorized to disregard any

and all warnings given by any of the parties hereto or by any other

person or corporation, excepting only orders or process of courts of

law and is hereby expressly authorized to comply with and obey orders,

judgments or decrees of any court. In case the Escrow Agent obeys or

complies with any such order, judgment or decree, the Escrow Agent

shall not be liable to any of the parties hereto or to any other

person, firm or corporation by reason of such decree being

subsequently reversed, modified, annulled, set aside, vacated or found

to have been entered without jurisdiction.

13.9 The Escrow Agent shall not be liable in any respect on account of

the identity, authorization or rights of the parties executing or

delivering or purporting to execute or deliver the Purchase Agreement

or any documents or papers deposited or called for thereunder in the

absence of gross negligence, fraud and willful misconduct.

13.10 The Escrow Agent shall be entitled to employ such legal counsel and

other experts as the Escrow Agent may deem necessary properly to

advise the Escrow Agent in connection with the Escrow Agent's duties

hereunder, may rely upon the advice of such counsel, and may pay such

counsel reasonable compensation; provided that the costs of such

compensation shall be borne by the Escrow Agent.

13.11 The Escrow Agent's responsibilities as escrow agent hereunder shall

terminate if the Escrow Agent shall resign by giving written notice to

the Company and the Purchasers. In the event of any such resignation,

the Purchasers and the Company shall appoint a successor Escrow Agent

and the Escrow Agent shall deliver to such successor Escrow Agent any

escrow funds and other documents held by the Escrow Agent.

13.12 If the Escrow Agent reasonably requires other or further instruments

in connection with this Escrow Agreement or obligations in respect

hereto, the necessary parties hereto shall join in furnishing such

instruments.

13.13 It is understood and agreed that should any dispute arise with

respect to the delivery and/or ownership or right of possession of the

documents or the escrow funds held by the Escrow Agent hereunder, the

Escrow Agent is authorized and directed in the Escrow Agent's sole

discretion (1) to retain in the Escrow Agent's possession without

liability to anyone all or any part of said documents or the escrow

funds until such disputes shall have been settled either by mutual

written agreement of the parties concerned by a final order, decree or

judgment or a court of competent jurisdiction after the time for

appeal has expired and no appeal has been perfected, but the Escrow

Agent shall be under no duty whatsoever to institute or defend any

such proceedings or (2) to deliver the escrow funds and any other

property and documents held by the Escrow Agent hereunder to a state

or Federal court having competent subject matter jurisdiction and

located in the City of New York in accordance with the applicable

procedure therefore

13.14 The Company and each Purchaser agree jointly and severally to

indemnify and hold harmless the Escrow Agent and its partners,

employees, agents and representatives from any and all claims,

liabilities, costs or expenses in any way arising from or relating to

the duties or performance of the Escrow Agent hereunder or the

transactions contemplated hereby or by the Purchase Agreement other

than any such claim, liability, cost or expense to the extent the same

shall have been determined by final, unappealable judgment of a court

of competent jurisdiction to have resulted from the gross negligence,

fraud or willful misconduct of the Escrow Agent.

13.15 The Escrow Agent shall be permitted to act as counsel for the

Company in any transaction and/or dispute including any dispute

between the Company and the Purchasers, whether or not the Escrow

Agent is then holding the documents or escrow funds held by the Escrow

Agent hereunder.

************************

- 6 -

<PAGE>

IN WITNESS WHEREOF, the parties hereto have executed this Escrow

Agreement as of date first written above.

WORLDWIDE ENERGY AND MANUFACTURING USA, INC.

By:__________________________________________

Name: Jimmy Wang

Title: Chief Executive Officer

With a copy to (which shall not constitute notice):

ESCROW AGENT:

SICHENZIA ROSS FRIEDMAN FERENCE LLP

By:__________________________________________

Name:

Title:

__________________________________________

Jimmy Wang

__________________________________________

Mindy Wang

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK

SIGNATURE PAGES FOR PURCHASERS FOLLOW]

<PAGE>

[SIGNATURE PAGE OF PURCHASERS TO WEMU ESCROW AGREEMENT ]

Name of Investing Entity: __________________________

Signature of Authorized Signatory of Investing entity: __________

Name of Authorized Signatory: _________________________

Title of Authorized Signatory: _____________________