INDEMNITY AGREEMENT

INDEMNITY AGREEMENT

INDEMNITY AGREEMENT AND ESCROW dated December 29, 2006 by and among Gold Standard, Inc., a Utah corporation (hereinafter referred to as “GOLS”), the individuals identified on the signature page as the Shareholders of Changan International Limited, a corporation organized under the laws of the Hong Kong Special Administrative Region (hereinafter referred to as the “Changan Shareholders”), Scott L. Smith, President of GOLS (“Smith”) and Leonard Burningham, counsel to GOLS (“Escrow Agent”).  

WHEREAS , GOLS and the Changan Shareholders have entered into a Share Exchange Agreement dated December 18, 2006 (the “Share Exchange Agreement”) whereby the Changan Shareholders have agreed to transfer to GOLS all of the shares of Changan International Limited (“Changan”) in exchange for 60,000,000 shares of common stock of GOLS to be issued to the Changan Shareholders; and

WHEREAS , as a result of the share exchange, the Changan Shareholders will own 97.88% of the outstanding shares of capital stock of GOLS; and

WHEREAS , the parties wish to make arrangements to pay and discharge all of GOLS’ debts and obligations outstanding on the date of the closing (the “Closing Date,”, as defined in the Share Exchange Agreement) and, accordingly, are causing funds to be delivered to the Escrow Agent,  to be disbursed and held in accordance with the terms of this Agreement; and

WHEREAS , Smith has agreed for a period of one year to indemnify and hold harmless GOLS and the Changan Shareholders from all liabilities of GOLS existing on the Closing Date that are not satisfied by the funds held in escrow under the terms of this Agreement, and Smith has also agreed to cancel certain warrants to acquire GOLS common stock issued to him by GOLS; and in consideration of these promises by Smith, the Changan Shareholders have agreed that the balance of escrowed funds not used to pay GOLS’ liabilities shall be paid to Smith; and

WHEREAS, this Agreement is dated on the Closing Date and is intended to be effective simultaneously with the consummation of the Closing of the share exchange;

NOW, THEREFORE , it is agreed:

1.

FUNDS RECEIVED BY ESCROW AGENT .  

The Escrow Agent acknowledges receipt of funds in the amount of Five Hundred Thousand and 00/100 Dollars ($500,000.00) from the Changan Shareholders (the “Escrowed Funds”).  The Escrow Agent agrees to hold the Escrowed Funds in escrow and to disburse them in accordance with the terms of this Agreement.  GOLS and the Changan Shareholders agree that the Escrowed Funds shall be disbursed by the Escrow Agent in accordance with the terms of this Agreement.

2.

DISBURSMENT OF ESCROWED FUNDS

2a.  

Smith agrees to use his best efforts and due diligence to identify all liabilities of GOLS outstanding on the Closing Date, including all claims, expenses, assessment, charges, indebtedness, deficiencies, guarantees or obligations of any nature whatsoever, deferred or otherwise, and whether due or to become due (the “Liabilities”). The Escrow Agent will utilize the Escrowed Funds to pay the Liabilities identified to him by Smith or by the Changan Shareholders.  Smith or the Changan Shareholders shall take all measures requested by the Escrow Agent to establish the validity and

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accuracy of the Liabilities presented for payment, and shall, at a minimum, present an invoice or other evidence of the obligation and appropriate back-up documentation.  At the request of the Changan Shareholders, the Escrow Agent shall provide to them copies of all evidence regarding Liabilities identified for payment by Smith.

2b.

Smith and GOLS shall also identify to the Escrow Agent all liabilities incurred by GOLS and/or Smith in connection with the negotiation, execution and closing of the Share Exchange Agreement, including legal and accounting costs, and the Escrow Agent shall utilize the Escrowed Funds to pay all such liabilities.

2c.

If and when (a) Smith certifies to the Escrow Agent that all Liabilities have been satisfied and (b) the Changan Shareholders do not contradict Smith’s certification or challenge any payment made by the Escrow Agent according to Smith’s instructions by giving notice to the Escrow Agent within five business days after receipt of a copy of such certification (delivered to the Changan Shareholders in accordance with the notice provisions set forth in Section 5 hereof), then the Escrow Agent will make an initial disbursement to Smith of the remaining Escrowed Funds, if any, less the sum of $100,000.

2d.

After making the initial disbursement, if any, to Smith, the Escrow Agent shall continue to use the Escrowed Funds to pay Liabilities of GOLS identified to him by Smith or the Changan Shareholders.  On the first anniversary of the Closing Date, the Escrow Agent shall pay to Smith the remaining balance of the Escrowed Funds, if any.

3.

SMITH’S COVENANTS

3a.

In consideration of the receipt of the remaining Escrowed Funds, as provided in Section 2 hereof, Smith agrees on the Closing Date to surrender to GOLS for cancellation certain warrants to acquire shares of GOLS common stock that were granted to him on January 30, 2004, with the agreed upon value of the said warrants being $200,000 of the $500,000 Escrowed Funds.

3b.

As further consideration, Smith agrees to indemnify, defend and hold harmless each of GOLS and any subsidiary or affiliate thereof and each person who is upon the consummation of the Closing or who becomes thereafter a shareholder, officer or director or GOLS and their respective heirs, legal representatives, successors and assigns (each, an “Indemnified Party”) against all losses, claims, damages, costs, expenses (including reasonable attorneys’ fees),