Amendment No. 1 to Agreement and Plan of Merger and Reorganization

Amendment No. 1 to Agreement and Plan of Merger and Reorganization

This Amendment No. 1 to Agreement and Plan of Merger and Reorganization (this “ Amendment ”) is made and entered into as of September 29, 2008, by and among Heckmann Corporation , a Delaware corporation (“ Parent ”), Heckmann Acquisition II Corp. , a Delaware corporation and a wholly owned Subsidiary of Parent (“ Merger Sub ”), and China Water and Drinks, Inc. , a Nevada corporation (the “ Company ”), and, solely with respect to Section 2.4 , Xu Hong Bin and Cheng Xing Hua, and amends that certain Agreement and Plan of Merger and Reorganization (the “ Merger Agreement ”) by and among Parent, Merger Sub and the Company dated as of May 19, 2008.

Recitals

A.   Pursuant to the Merger Agreement, the Company will be merged with and into Merger Sub (the “ Merger ”) with the Company ceasing to exist and Merger Sub remaining as a wholly owned subsidiary of Parent.

B.   In light of extraordinary conditions in world credit and capital markets, the desire of Parent to preserve its cash in light of these conditions, the de minimis price paid for Company Common Stock by certain Company stockholders, and other factors, such Company stockholders have agreed to sell some or all of their shares of Company Common Stock, whether owned directly or indirectly, to Parent immediately prior to the Effective Time of the Merger at a price significantly lower than the Merger consideration (the “ Stock Sales ”).

C.   To effectuate the Stock Sales, the applicable parties have entered into an amendment to the Undertaking Agreement and amendments to the Majority Stockholder Written Consent Agreements, and two Company stockholders have executed separate stock sale agreements.

D.   Pursuant to Section 8.1 of the Merger Agreement, Parent, Merger Sub and the Company, may amend the Merger Agreement by signing an instrument in writing, provided that any such amendment is authorized by their respective boards of directors.

E.   To the extent required under and in accordance with the Merger Agreement, the NRS, and the Company’s Articles of Incorporation and Bylaws, concurrent with the execution of this Amendment by the partiers hereto, Xu Hong Bin and Chen Xing Hua, in their capacity as Company stockholders, will execute and deliver in accordance with NRS §78.320 a written consent, pursuant to which Xu Hong Bin and Chen Xing Hua will irrevocably consent to reaffirm their adoption of the Merger Agreement and approval of the Merger, and adopt this Amendment.

F.   Capitalized terms used in this Amendment and not otherwise defined shall have the meaning ascribed to such terms in the Agreement.

Now therefore, in accordance with the procedures for amendment of the Agreement set forth in Section 8.1 thereof, and in consideration of the foregoing and the mutual agreements herein set forth, the parties hereby agree as follows:

SECTION 1: Amendment

1.1   Recital E of the Merger Agreement is amended by deleting “(the “ Undertaking Agreement ”),” and replacing such language with the following:

1.2   Recital G of the Merger Agreement is amended by deleting “(the “ Majority Stockholder Written Consent Agreements ”),” and replacing such language with the following:

1.3   Section 3.6(a) of the Merger Agreement is amended by adding the following to the end of clause (ii):

1.4   Section 6.2 of the Merger Agreement is amended by adding the following new Section 6.2(s)

SECTION 2: Miscellaneous Provisions

2.1   Effectiveness . This Amendment shall become effective upon execution.

2.2   Representations and Warranties .

2.2(a)   The Company represents and warrant