Make Good Escrow Agreement by and among the Make Good Pledgor, the Company, Chief Securities Ltd. and Corporate Stock Transfer, Inc., dated November 5, 2010

Exhibit 10.2

MAKE GOOD ESCROW AGREEMENT

This Make Good Escrow Agreement (the “Make Good Agreement”), dated effective as of November 5, 2010, is entered into by and among China SHESAYS Medical Cosmetology Inc., a Nevada corporation (the “Company”), Chief Securities Ltd., as agent (“Agent”), Techno Meg Limited, a British Virgin Islands company (the “Make Good Pledgor”), and Corporate Stock Transfer, Inc., as escrow agent (“Escrow Agent”).

WHEREAS, each of the investors in the private offering of securities of the Company (the “Investors”) has entered into a Securities Purchase Agreement, dated November 5, 2010 (the “Purchase Agreement”), evidencing their participation in the Company’s private offering (the “Offering”) of securities. As an inducement to the Investors to participate in the Offering and as set forth in the Purchase Agreement, the Make Good Pledgor agreed to place the Escrow Shares (as defined in Section 2 hereto) into escrow for the benefit of the Investors in the event the Company failed to satisfy certain After-Tax Net Income threshold.

WHEREAS, pursuant to the requirements of the Purchase Agreement, the Company and Make Good Pledgor have agreed to establish an escrow on the terms and conditions set forth in this Make Good Agreement;

WHEREAS, Agent has agreed to act as agent for the Investors in connection with this Make Good Agreement;

WHEREAS, the Escrow Agent has agreed to act as escrow agent pursuant to the terms and conditions of this Make Good Agreement; and

WHEREAS, all capitalized terms used but not defined herein shall have the meanings assigned them in the Purchase Agreement;

NOW, THEREFORE, in consideration of the mutual promises of the parties and the terms and conditions hereof, the parties hereby agree as follows:

(i) Upon any transfer of Escrow Shares to Investors hereunder, Investors will receive full right, title and authority to such shares as holders of Common Stock of the Company.

(ii) Performance of this Make Good 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 the Make Good Pledgor pursuant to the terms of any indenture, mortgage, deed of trust or other agreement or instrument binding upon the Make Good Pledgor, other than such breaches, defaults or liens which would not have a material adverse effect taken as a whole.

(a) The Make Good Pledgor agrees that if the After-Tax Net Income for the fiscal year ended December 31, 2011 reported in the Company’s Annual Report on Form 10-K for the fiscal year ending December 31, 2011, as filed with the Commission (the “2011 Annual Report”) is less than $6,400,000 (the “2011 Guaranteed ATNI”), the Company shall provide written instruction (with a copy to Agent) and direct the Escrow Agent to instruct the transfer agent of the Company to transfer to each Investor (in such Investor’s name), on a pro rata basis, for no additional consideration, the Escrow Shares.

The Escrow Agent shall be entitled to rely on the calculations provided by the Company in releasing the Escrow Shares for disbursement, with no further responsibility to calculate or confirm amounts. If the Company’s audited consolidated financial statements for the fiscal year ended December 31, 2011 specify that the 2011 Guaranteed ATNI shall have been achieved, no transfer of the Escrow Shares shall be required by this Section 4(a) and the Escrow Agent shall return all Escrow Shares deposited with the Escrow Agent to the Make Good Pledgor within 7 Business Days after the date on which the 2011 Annual Report is filed with the Commission; provided that Escrow Agent is given notice of the 2011 Annual Report’s filing and results. If the Company’s audited consolidated financial statements for the fiscal year ended December 31, 2011 specify that the 2011 Guaranteed ATNI has not been achieved, subject to the timing of the transfer agent, transfers of Escrow Shares required under this Section 4(a) shall be made to Investors within 7 Business Days after the date on which the 2011 Annual Report is filed with the Commission; provided that Escrow Agent is given notice of the 2011 Annual Report’s filing and results

(b) Notwithstanding anything to the contrary contained herein, in the event that the release of any of the Escrow Shares to the Investors or the Make Good Pledgor or any other party is deemed to be an expense or deduction from revenues/income of the Company for the applicable year, as required under GAAP, then such expense or deduction and any expense, charge or deduction relating thereto, shall be excluded for purposes of determining whether or not the 2011 Guaranteed ATNI has been achieved by the Company.

(c) The Make Good Pledgor’s obligation to transfer shares of Common Stock to Investors shall run only to the benefit of the Investors who hold Shares when the 2011 Guaranteed ATNI is calculated, and any release of the Escrow Shares to the Investors shall be distributed on a pro rata basis, based on the number of Shares then held by each such Investor, for no additional consideration.

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(d) The Company and Make Good Pledgor covenant and agree to provide the Escrow Agent with certified tax identification numbers by furnishing appropriate forms W-9 or W-8 and such other forms and documents that the Escrow Agent may request, including appropriate W-9 or W-8 forms for each Investor. The Company and Make Good Pledgor understand that if such tax reporting documentation is not provided and certified to the Escrow Agent, the Escrow Agent may be required by the Internal Revenue Code of 1986, as amended, and the Regulations promulgated thereunder, to withhold a portion of any interest or other income earned on the investment of the Escrow Shares.

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 Make Good 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 Make Good Agreement and instructions to Escrow Agent pursuant to the terms of this Make Good 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.

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b. 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 Make Good 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. THE ESCROW AGENT SHALL NOT BE LIABLE, DIRECTLY OR INDIRECTLY, FOR ANY (I) DAMAGES, LOSSES OR EXPENSES ARISING OUT OF THE SERVICES PROVIDED HEREUNDER, OTHER THAN DAMAGES, LOSSES OR EXPENSES WHICH HAVE BEEN FINALLY ADJUDICATED TO HAVE DIRECTLY RESULTED FROM THE ESCROW AGENT’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, OR (II) SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES OR LOSSES OF ANY KIND WHATSOEVER (INCLUDING, WITHOUT LIMITATION, LOST PROFITS), EVEN IF THE ESCROW AGENT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES AND REGARDLESS OF THE FORM OF ACTION.

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IN WITNESS WHEREOF, the parties have duly executed this Make Good Agreement as of the date set forth opposite their respective names.

COMPANY:
China SHESAYS Medical Cosmetology Inc.

By: /s/ Yixiang Zhang                                             
Name: Yixiang Zhang
Title: Chief Executive Officer

Address:

Sichuan SHESAYS Cosmetology Hospital Co., Ltd.
New No. 83, Xinnan Road, Wuhou District
Chengdu City, Sichuan Province,
P.R. China 610041

MAKE GOOD PLEDGOR:
Techno Meg Limited

By: /s/ Wang Pan                                             
Name: Wang Pan
Number of Shares: 600,000

Address:

P.O. Box 957, Offshore Incorporations Centre
Road Town, Tortola, British Virgin Islands

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ESCROW AGENT:
Corporate Stock Transfer, Inc.

By: /s/ Carylyn Bell                                   
Name: Carylyn Bell
Title: President

Address:

3200 Cherry Creek South Drive, Suite 430
Denver, Colorado 80209

AGENT:
Chief Securities, Ltd.

By: /s/ Chau Chung Kai                           
Name: Chau Chung Kai
Title: Managing Director

Address:

14/F Man Yee Building
68 Des Voeux Road Central
Hong Kong

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