Exhibit
      10.1 

     

    [                    ],
      2006


     

    Middle
      Kingdom Alliance Corporation 

    333
      Sandy
      Springs Circle, Suite 223

    Atlanta,
      GA 30328 

     

    Newbridge
      Securities Corporation 

    [__________]

    [__________]

    


    I-Bankers
      Securities, Inc.

    [__________]

    [__________]

    


    
      	
              Re:

            	
              Initial
                Public Offering 

            


    

     

    Gentlemen:
      

     

    The
      undersigned shareholder, officer and/or director of Middle Kingdom Alliance
      Corporation (the “Company”), in consideration of Newbridge Securities
      Corporation and I-Bankers Securities, Inc. (the “Representatives”) entering into
      a letter of intent (the “Letter of Intent”) 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 12 hereof): 

     

    1.  If
      the
      Company solicits approval of its stockholders of a Business Combination, the
      undersigned will vote all Insider Shares owned by him in accordance with the
      majority of the votes cast by the holders of the IPO Shares. 

     

    2.  In
      the
      event that the Company fails to consummate a Business Combination within 18
      months from the effective date (the “Effective Date”) of the registration
      statement relating to the IPO (or 24 months from the consummation of the IPO
      if
      a letter of intent, agreement in principle or definitive agreement has been
      executed within 18 months of commencement of the IPO), the undersigned will
      take
      all reasonable actions within his power to cause the Company to liquidate as
      soon as reasonably practicable.

     

    3.  In
      order
      to minimize potential conflicts of interest which may arise from multiple
      affiliations, the undersigned agrees to present to the Company for its
      consideration, prior to presentation to any other person or entity, any suitable
      opportunity to invest in an operating business, until the earlier of the
      consummation by the Company of a Business Combination, the liquidation of the
      Company or until such time as the undersigned ceases to be an officer or
      director of the Company, subject to any pre-existing fiduciary obligations
      the
      undersigned might have.

     

    4.  The
      undersigned acknowledges and agrees that the Company will not consummate any
      Business Combination that involves a company which is affiliated with any of
      the
      Insiders unless the Company obtains an opinion from an independent investment
      banking firm reasonably acceptable to the Representatives that the business
      combination is fair to the Company’s stockholders from a financial
      perspective.

     

    5.  Neither
      the undersigned, any member of the family of the undersigned, nor any Affiliate
      of the undersigned will be entitled to receive and will not accept any
      compensation for services rendered to the Company prior to the consummation
      of
      the Business Combination; provided that, commencing on the Effective Date,
      Primus Capital, LLC, Michael Marks, MTP Holdings LLC and Allan Shu Cheuk Lam
      (“Related Parties”) shall be allowed to charge the Company an aggregate amount
      of $7,500 per month, to compensate them for the Company’s use of Related
      Parties’ offices, utilities and personnel. Related Parties and the undersigned
      shall also be entitled to reimbursement from the Company, in accordance with
      the
      Company’s policy for such reimbursement, for their out-of-pocket expenses
      incurred in connection with seeking and consummating a Business Combination
      or
      otherwise conducting the Company’s business.


    
      
        
        

      

      
        
        

        
          

        

      

       

    

     

    6.  Neither
      the undersigned, any member of the family of the undersigned, nor any Affiliate
      of the undersigned will be entitled to receive or accept a finder’s fee or any
      other compensation in the event the undersigned, any member of the family of
      the
      undersigned or any Affiliate of the undersigned originates a Business
      Combination.

     

    7.  The
      undersigned will escrow certain [insert number] of his Insider Shares for the
      three year period commencing on the Effective Date and will escrow the remaining
      [insert number] Insider Shares and the [insert number] Class A warrants
      purchased prior to the IPO subject to the terms of a Securities Escrow Agreement
      which the Company will enter into with the undersigned and Continental Stock
      Transfer & Trust Company as escrow agent, in the form of Exhibit A
      attached hereto.

     

    8.  I
      agree
      to serve as the                     
      of the
      Company until the earlier of the consummation by the Company of a Business
      Combination or the liquidation of the Company. The undersigned’s biographical
      information furnished to the Company and the Representatives included in the
      S-1
      Registration Statement is true and accurate in all respects, does not omit
      any
      material information with respect to the undersigned’s background and contains
      all of the information required to be disclosed pursuant to Item 401 of
      Regulation S-K, promulgated under the Securities Act of 1933, as amended. The
      undersigned’s Questionnaire furnished to the Company and the Representatives is
      true and accurate in all respects. The undersigned represents and warrants
      that:


     

    (a)  he
      is not
      subject to or a respondent in any legal action for, any injunction,
      cease-and-desist order or order or stipulation to desist or refrain from any
      act
      or practice relating to the offering of securities in any jurisdiction;


     

    (b)  he
      has
      never been convicted of or pleaded guilty to any crime (i) involving any
      fraud or (ii) relating to any financial transaction or handling of funds of
      another person, or (iii) pertaining to any dealings in any securities and
      he is not currently a defendant in any such criminal proceeding; and


     

    (c)  he
      has
      never been suspended or expelled from membership in any securities or
      commodities exchange or association or had a securities or commodities license
      or registration denied, suspended or revoked.

     

    9.  I
      have
      full right and power, without violating any agreement by which I am bound,
      to
      enter into this letter agreement and to serve as an officer of the Company.
      

     

    10.    
      I
      authorize any employer, financial institution, or consumer credit reporting
      agency to release to the Representatives and their respective legal
      representatives or agents (including any investigative search firm retained
      by
      the Representative) any information they may have about my background and
      finances (the “Information”). Neither the Representatives nor its respective
      agents shall be violating my right of privacy in any manner in requesting and
      obtaining the Information and I hereby release them from liability for any
      damage whatsoever in that connection. 

     

    11.   
      This
      letter agreement shall be governed by and interpreted and construed in
      accordance with the laws of the State of Delaware applicable to contracts formed
      and to be performed entirely within the State of Delaware, without regard to
      the
      conflicts of law provisions thereof to the extent such principles and rules
      would require or permit the application of the laws of another
      jurisdiction.

     

    12.   
      As
      used
      herein,

     

    (a)  “Business
      Combination” shall mean an acquisition by merger, capital stock exchange, asset
      or stock acquisition, reorganization or otherwise, of an operating business
      selected by the Company; 


    
      
        
        

      

      
        2

        
          

        

      

       

    

     

    (b)  “Insiders”
      shall mean all officers, directors and stockholders of the Company immediately
      prior to the IPO;

     

    (c)  “Insider
      Shares” shall mean all of the common stock of the Company owned by an Insider
      prior to the IPO; and 

     

    (d)  “IPO
      Shares” shall mean the common stock issued in the Company’s IPO. 

     

    [_______________]

     

     

    Signature:________________________

     

     

    Accepted
      and agreed:

     

    
      	NEWBRIDGE
              SECURITIES
              CORPORATION 	 
	 	 	 	 
	 	 	 	 
	By:
	
            	 	 	 
	 	
              

            	 	 	 
	
              Name:
                [_______]

              Title:
                [________]

            	 	 	
            


    

     

    
      
        	I-BANKERS
                SECURITIES,
                INC.	 	 
	 	 	 	 
	 	 	 	 
	By:
	
              	 	 	 
	 	
                

              	 	 	 
	
                Name:
                  [_______]

                Title:
                  [________]

              	 	 	
              


      

       

    

    Accepted
      and agreed:

    
       

      
        
          	MIDDLE
                  KINGDOM
                  ALLIANCE CORPORATION 	 
	 	 	 	 
	 	 	 	 
	By:
	
                	 	 	 
	 	
                  

                	 	 	 
	
                  Name:
                    [_______]

                  Title:
                    [________]

                	 	 	
                


        

      

    


    
      
        
        

      

      
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