Exhibit
      10.14

    


    LETTER
      AGREEMENT WITH SPONSOR

    


    June
      ___, 2008

    


    China
      Growth Alliance Ltd.

    Room
      409, 4/F Aetna Tower

    107
      Zunyi Road

    Shanghai,
      200051, China 

    


    Jesup
      & Lamont Securities Corporation

    650
      Fifth
      Avenue

    New
      York,
      New York 10019

    


    Re:
      Initial
      Public Offering

    


    Gentlemen:

     

    The
      undersigned stockholder of China Growth Alliance Ltd. (“Company”),
      in consideration of Jesup
      & Lamont Securities Corporation
      agreeing to underwrite an initial public offering of the securities of the
      Company (“IPO”)
      and embarking on the IPO process, hereby agrees as follows (certain capitalized
      terms used herein are defined in paragraph 4 hereof):

    


    1.  If
      the Company solicits approval of its stockholders of a Business Combination,
      the
      undersigned will vote all Ordinary Shares of the Company (“Ordinary
      Shares”)
      owned by it, including the Insider Shares and any IPO Shares, in accordance
      with
      the majority of the votes cast by the holders of the IPO Shares.

    


    2. 
       The
      undersigned will escrow its Insider Shares until the earlier of: (i) one year
      after the Company’s consummation of a Business Combination, (ii) three years
      from the effective date of the Company’s prospectus (“Prospectus”),
      or (iii) the consummation of a liquidation, share reconstruction and
      amalgamation, stock exchange or other similar transaction which results in
      all
      of the Company’s shareholders having the right to exchange their Ordinary Shares
      for cash, securities or other property subsequent to the Company’s consummating
      a Business Combination with a target acquisition, at which time such Insider
      Shares will be released from escrow, unless the Company were to engage in a
      transaction after the consummation of its initial Business Combination that
      results in all of the shareholders of the combined entity having the right
      to
      exchange their Ordinary Shares for cash, securities or other property; but
      in
      each case subject to the terms of a Securities Escrow Agreement which the
      Company will enter into with the undersigned and an escrow agent acceptable
      to
      the Company.

    


    3.  (a) In
      the event that the Company fails to consummate a Business Combination within
      24 months from the effective date (“Effective
      Date”)
      of the registration statement relating to the IPO (the “Termination
      Date”),
      the undersigned will take all reasonable actions within its power as soon as
      reasonably practicable following the Termination Date to cause the Company
      to
      distribute to all of the public shareholders, in the manner and subject to
      the
      deductions set forth in the Prospectus. The undersigned hereby waives any and
      all right, title, interest or claim of any kind (“Claim”)
      in or to any distribution of the Company’s trust account described in the
      Prospectus (the “Trust
      Account”)
      with respect to its Insider Shares and waives any Claim the undersigned may
      have
      in the future as a result of, or arising out of, any contracts or agreements
      with the Company and will not seek recourse against the Trust Account for any
      reason whatsoever. Notwithstanding the foregoing, the undersigned may receive
      distributions from the Trust Account in respect of its IPO Shares and/or any
      Ordinary Shares acquired in the aftermarket.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    (b) The
      undersigned agrees to indemnify and hold harmless the Company against any and
      all loss, liability, claims, damage and expense whatsoever (including, but
      not
      limited to, any and all legal or other expenses reasonably incurred in
      investigating, preparing or defending against any litigation, whether pending
      or
      threatened, or any claim whatsoever) to which the Company may become subject
      as
      a result of any claim by any by creditors,
      vendors, service providers and target businesses
      that are against the Company and/or the Trust Account, but only to the extent:
      (i) such claiming parties have
      not
      executed a valid and binding waiver of their right to seek payment of amounts
      due to them out of the Trust Account
      and (ii) necessary to ensure that such loss, liability, claim, damage or expense
      does not reduce the amount in the Trust Account, other than amounts attributable
      to accrued interest. 

    


    4.  As
      used herein, (i) a “Business
      Combination”
      shall mean an acquisition by share reconstruction and amalgamation, capital
      stock exchange, asset or stock acquisition, reorganization or otherwise, of
      an
      operating business selected by the Company; (ii) “Insiders”
      shall mean all officers, directors and stockholders of the Company immediately
      prior to the IPO; (iii) “Insider
      Shares”
      shall mean all of the Ordinary Shares and warrants to purchase Ordinary Shares
      of the Company owned by an Insider prior to the IPO; and (iv) “IPO
      Shares”
      shall mean the Ordinary Shares of the Company issued in the Company’s
      IPO.

     

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    If
      the foregoing terms and conditions are acceptable to you, kindly indicate your
      acceptance below, whereupon this letter shall be a binding legal agreement
      among
      us.

     

    
      	 	
              FAIR
                VALUE CAPITAL LTD.

            	 
	 	 	 	 	 
	 	 	 	 	 
	 	
              By:
                

            	                
                      	 
	
               

            	 	Name:	
               

            	 
	 	 	Title:
              	
               

            	 


    

    


    Accepted
      and Agreed:

    


    
      	
              CHINA
                GROWTH ALLIANCE LTD.

            	 
	 	 	 	 
	 	 	 	 
	
              By:
                

            	                          
              	 
	
               

            	
              Name:

            	
            	 
	
               

            	Title:	
            	 


    

    


    
      
         

      

      
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