AMENDMENT NO. 1 TO ESCROW AGREEMENT

Exhibit 10.44

AMENDMENT NO. 1 TO ESCROW AGREEMENT

     This Amendment No. 1 to Escrow Agreement is made this 10^th day of August, 2007, by and among AMDL, Inc., a Delaware corporation (“Buyer”), Jade Capital Group Limited, a British Virgin Islands corporation (“Jade Capital”), ▇▇▇▇▇ ▇▇▇▇ Global Limited (“▇▇▇▇▇ ▇▇▇▇”), and Homing Nominees Limited (“Homing”) (collectively ▇▇▇▇▇ ▇▇▇▇ and Homing are referred to as “Shareholders”) and ▇▇▇▇▇ ▇▇▇▇▇▇▇, Esquire (in his capacity as Escrow Holder hereunder, the “Escrow Holder”).

RECITALS

     This Amendment is being entered into in reference to the following facts:

     A. During the period after the execution of the Escrow Agreement dated as of September 28, 2007 (“Escrow Agreement”) and the date hereof, the China State Federal Drug Agency (“SFDA”) had undergone significant changes in administration, including but not limited to, the death by execution of the chairman of the SFDA, none of which changes could have been reasonably anticipated by the parties to the Escrow Agreement at the time of execution thereof.

     B. Both Buyer and Jade Capital have proceeded diligently with the preparation and filing of the SFDA application for approval of DR-70^®, but some of the delays were attributable to Buyer.

     C. In fairness to Jade Capital and its stockholders, Buyer has agreed to extend the date for receipt of SFDA approval of DR-70^® to March 28, 2008.

     NOW, THEREFORE, it is agreed as follows:

     1. Article 2 of the Escrow Agreement is amended and restated to read in full as follows:

“ARTICLE 2 — THE ESCROW

     The Escrow Holder shall disburse the Escrow Shares in accordance with the following procedures:

     (a) If, before March 28, 2007, Jade Capital and/or the Shareholders shall have demonstrated that People’s Republic of China State Federal Drug Agency or other appropriate agency (“SFDA”) has issued a permit or the equivalent regulatory approval for Buyer to sell and distribute DR-70^® in the People’s Republic of China without qualification (the “Approval to Market DR-70^®”), in form and substance satisfactory to Buyer, then the Escrow Holder shall promptly disburse the Escrow Shares to Jade Capital and/or Shareholders, in such proportions as Jade Capital shall instruct.

     (b) If Jade Capital has not notified Escrow Holder that the SFDA has issued the Approval to Market DR-70^® before March 28, 2008, or if Buyer disputes that the purported approval is satisfactory, the Escrow Shares shall be delivered by Escrow Holder to Buyer for cancellation.”

     2. All other provisions of the Escrow Agreement shall remain unchanged by this Amendment No. 1.

     IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed as of the date and year first above written.

	“BUYER” AMDL, INC., a Delaware corporation
	By:	/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
		▇▇▇▇ ▇. ▇▇▇▇▇▇, President

	Agreed and accepted: “ESCROW HOLDER”
	/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
	▇▇▇▇▇ ▇▇▇▇▇▇▇, Esquire

	“JADE CAPITAL” Jade Capital Group Limited, a British Virgin Islands corporation
	By:	/s/ ▇▇▇▇▇▇▇ ▇▇▇
		▇▇▇▇▇▇▇ ▇▇▇, Managing Director

	“SHAREHOLDERS” ▇▇▇▇▇ ▇▇▇▇ GLOBAL LIMITED
	By:	/s/ ▇▇▇▇▇▇▇ ▇▇▇
		▇▇▇▇▇▇▇ ▇▇▇, Director

	HOMING NOMINEES LIMITED
	By:	Benefit Capital Limited

	By:	/s/
		Authorized Officer