November
      __, 2007

    Asia
      Special Situation Acquisition Corp.

    P.O.
      Box
      309GT, Ugland House 

    South
      Church Street

    George
      Town, Grand Cayman

    Cayman
      Islands

    


    Maxim
      Group LLC

    405
      Lexington Avenue, 2nd
      Floor

    New
      York,
      New York 10174

    


    
      	
               

            	
               

            	
              Re:

            	
              Relevant
                Business Opportunities

            


    

    


    Gentlemen:

    


    Reference
      is made to that certain letter agreement (the “Agreement”)
      of
      __________, the _________ of _________ (the “Company”),
      dated
      as of November ___, 2007 to Asia Special Situation Acquisition Corp.
      (“ASSAC”)
      and
      Maxim Group LLC (“Maxim”).
      Specifically, Section 3 of the Agreement provides that:

     

    
      	 	 “[i]n
              order to minimize potential conflicts which may arise from multiple
              affiliations, the undersigned agrees that until the earliest to occur
              of
              (a) the consummation by the Company of a Business Combination, (b)
              the
              liquidation of the Company, or (c) the undersigned ceasing to be a
              shareholder, officer or director of the Company, the undersigned will
              present to the board of directors of the Company for their consideration,
              and give the Company a right of first refusal to effect a Business
              Combination with (i) any corporate or business opportunity located
              in or
              principally doing business or investing in Asia that the undersigned
              has
              access to, whether individually or through a company the undersigned
              is or
              may become affiliated with, and (ii) which could reasonably be valued
              at
              80% or more of the total dollar amount placed in the Company’s Trust
              Account upon consummation of the IPO (excluding deferred underwriting
              fees) (each a “Relevant
              Business Opportunity”).”	 


    

     

    The
      undersigned is the __________ of the Company and hereby confirms that he/she
      has
      received a copy of, and has reviewed, the Agreement and that __________ does
      not
      have any pre-existing fiduciary and contractual obligations with the Company
      that would conflict with the provisions of Section 3 of the Agreement.


    


    This
      letter agreement shall be governed by and construed and enforced in accordance
      with the laws of the State of New York, without giving effect to conflicts
      of
      law principles that would result in the application of the substantive laws
      of
      another jurisdiction. The undersigned hereby (i) agrees that any action,
      proceeding or claim against his/her arising out of or relating in any way to
      this letter agreement (a “Proceeding”)
      shall
      be brought and enforced in the courts of the State of New York of the United
      States of America for the Southern District of New York, and irrevocably submits
      to such jurisdiction, which jurisdiction shall be exclusive, (ii) waives any
      objection to such exclusive jurisdiction and that such courts represent an
      inconvenient forum and (iii) irrevocably agrees to appoint Hodgson Russ as
      agent
      for the service of process in the State of New York to receive, for the
      undersigned and on his/her behalf, service of process in any Proceeding. If
      for
      any reason such agent is unable to act as such, the undersigned will promptly
      notify the Company and Maxim and appoint a substitute agent acceptable to each
      of the Company and Maxim within 30 days and nothing in this letter will affect
      the right of either party to serve process in any other manner permitted by
      law.
 

     

    
      
        
        

      

      
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    As
      used
      herein, the following capitalized terms shall have the meanings set forth
      below:

     

    (a) “Asia”
      includes China as well as Japan, South Korea, Vietnam, Australia and New
      Zealand, but will not include North Korea;

    


    (b)
       a
      “Business Combination” shall mean the
      acquisition of all or a controlling interest in one or more target businesses
      through a capital stock exchange, asset acquisition, stock purchase, or other
      similar transaction, including related contractual
      arrangements,
      of an
      operating business that is either
      located in Asia, provides products or services to customers located in Asia,
      or
      is investing in Asia; and 

    


    (c) “IPO”
      shall mean the an initial public offering of the securities of
      ASSAC.

     

    


    
      	 	
              ____________________________________

              Print
                Name 

               

               

              By:
                ___________________________

              Its:

            


    

    


    
      
        
        

      

      
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