____________
      ___, 2008

    


    


    CS
      China
      Acquisition Corp.

    4100
      N.E.
      Second Avenue, Suite 318

    Miami,
      Florida 33137

     

    EarlyBirdCapital,
      Inc.

    275
      Madison Avenue, Suite 1203

    New
      York,
      New York 10016

    


    Re: Initial
      Public Offering

    


    Gentlemen:

    


    The
      undersigned shareholder and officer of CS China Acquisition Corp. (“Company”),
      in consideration of EarlyBirdCapital, Inc. (“EBC”) entering into a letter of
      intent (“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 15 hereof):

    


    1. If
      the
      Company solicits approval of its shareholders of a Business Combination, the
      undersigned will vote all Insider Shares beneficially 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 (“Effective Date”) of the registration statement
      relating to the IPO, or within 30 months if certain criteria are met, as more
      fully described in such registration statement, the undersigned will (i) cause
      the Trust Account (as defined in the Letter of Intent) to be liquidated and
      distributed to the holders of IPO Shares
      and (ii)
      take all reasonable actions within his power to cause the Company to liquidate
      as soon as reasonably practicable. The undersigned hereby waives any and all
      right, title, interest or claim of any kind in or to any distribution of the
      Trust Account and any remaining net assets of the Company as a result of such
      liquidation with respect to his Insider Shares (“Claim”) and hereby 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. In the event of the liquidation
      of
      the Trust Account, the undersigned agrees to indemnify and hold harmless the
      Company, pro rata with Chien Lee, Bill Haus, James Preissler and Peter Li based
      on the number of Insider Shares beneficially held by each such individual,
      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 vendor or other person who is
      owed money by the Company for services rendered or products sold or contracted
      for, or by any target business, but only to the extent necessary to ensure
      that
      such loss, liability, claim, damage or expense does not reduce the amount in
      the
      Trust Account.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    

      CS
        China
        Acquisition Corp.

      EarlyBirdCapital,
        Inc.

      ____________
        ___, 2008

      Page
        2 



    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 acquire an operating business, until the earlier of the
      consummation by the Company of a Business Combination, the liquidation of the
      Company and such time as the undersigned ceases to be an officer or director
      of
      the Company, subject to any pre-existing fiduciary and contractual obligations
      the undersigned might have.

    


    4. The
      undersigned acknowledges and agrees that the Company will not consummate any
      Business Combination which 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 EBC that the business
      combination is fair to the Company’s shareholders from a financial
      perspective.

    


    5. Neither
      the undersigned, any member of the family of the undersigned, nor any affiliate
      (“Affiliate”) of the undersigned will be entitled to receive and will not accept
      any compensation for services rendered to the Company prior to or in connection
      with the consummation of the Business Combination; provided that the undersigned
      shall be entitled to reimbursement from the Company for his out-of-pocket
      expenses incurred in connection with seeking and consummating a Business
      Combination.

     

    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. 

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    

      CS
        China
        Acquisition Corp.

      EarlyBirdCapital,
        Inc.

      ____________
        ___, 2008

      Page
        3



    7. On
      the
      Effective Date, the undersigned will escrow the Insider Shares beneficially
      held
      by him until one year after the Company consummates a Business Combination,
      subject to the terms of a Stock Escrow Agreement which the Company will enter
      into with the undersigned and an escrow agent acceptable to the
      Company.

    


    8. The
      undersigned agrees to be the Secretary of the Company until the earlier of
      the
      consummation by the Company of a Business Combination and the liquidation of
      the
      Company. The undersigned’s biographical information furnished to the Company and
      EBC and attached hereto as Exhibit A 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 EBC and annexed as
      Exhibit B hereto 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. The
      undersigned has full right and power, without violating any agreement by which
      he is bound, to enter into this letter agreement and to serve as Secretary
      of
      the Company.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    

      CS
        China
        Acquisition Corp.

      EarlyBirdCapital,
        Inc.

      ____________
        ___, 2008

      Page
        4



    10. The
      undersigned hereby waives his right to exercise conversion rights or appraisal
      rights with respect to any Ordinary Shares of the Company owned or to be owned
      by the undersigned, directly or indirectly, and agrees that he will not seek
      conversion or appraisal with respect to such shares in connection with any
      vote
      to approve a Business Combination.

    


    11. The
      undersigned hereby agrees to not propose, or vote in favor of, an amendment
      to
      the Company’s Memorandum and Articles of Association to extend the period of
      time in which the Company must consummate a Business Combination prior to its
      liquidation. Should such a proposal be put before shareholders other than
      through actions by the undersigned, the undersigned hereby agrees to vote
      against such proposal. This paragraph may not be modified or amended under
      any
      circumstances.

    


    12. In
      the
      event that the Company does not consummate a Business Combination and must
      liquidate and its remaining net assets are insufficient to complete such
      liquidation, the undersigned agrees to advance such funds necessary to complete
      such liquidation and agrees not to seek repayment for such
      expenses.

    


    13. The
      undersigned authorizes any employer, financial institution, or consumer credit
      reporting agency to release to EBC and its legal representatives or agents
      (including any investigative search firm retained by EBC) any information they
      may have about the undersigned’s background and finances (“Information”).
      Neither EBC nor its agents shall be violating the undersigned’s right of privacy
      in any manner in requesting and obtaining the Information and the undersigned
      hereby releases them from liability for any damage whatsoever in that
      connection.

    


    14. 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 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 Graubard Miller as agent for the service of process in the State of
      New
      York to receive, for the undersigned and on his 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 EBC and appoint a substitute
      agent acceptable to each of the Company and EBC 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. 

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    

      CS
        China
        Acquisition Corp.

      EarlyBirdCapital,
        Inc.

      ____________
        ___, 2008

      Page
        5



    15. As
      used
      herein, (i) a “Business Combination” shall mean a merger, capital stock
      exchange, asset acquisition or other similar business combination with an
      operating business; (ii) “Insiders” shall mean all officers, directors and
      shareholders of the Company immediately prior to the IPO; (iii) “Insider Shares”
shall mean all of the Ordinary Shares of the Company acquired by an Insider
      prior to the IPO; (iv) “Insider Warrants” means the warrants being sold
      privately by the Company to certain of the Insiders; and (v) “IPO Shares” shall
      mean the Ordinary Shares issued in the Company’s IPO.

    


    William
      B.
      Heyn                                 
   

    Print
      Name of Insider

    


    


    


                                                    
      

    Signature