____________
      ___,
      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, officer and director 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 her 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 her 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 her 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 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 commencing
      on
      the Effective Date, CS Capital USA, LLC (“Related Party”), shall be allowed to
      charge the Company $7,500 per month, representing an allocable share of Related
      Party’s overhead, to compensate it for the Company’s use of Related Party’s
      offices, utilities and personnel. Related Party and the undersigned shall also
      be entitled to reimbursement from the Company for their 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 her 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 President, Chief Financial Officer, Secretary
      and a
      director 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) she
      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) she
      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 she is not
      currently a defendant in any such criminal proceeding; and

    


    (c) she
      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
      she is bound, to enter into this letter agreement and to serve as President,
      Chief Financial Officer, Secretary and a director of the Company.

    


    10. The
      undersigned hereby waives her 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 she will not seek
      conversion or appraisal with respect to such shares in connection with any
      vote
      to approve a Business Combination.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    

      CS
        China
        Acquisition Corp.

      EarlyBirdCapital,
        Inc.

      ____________
        ___, 2008

      Page
        4

       

    

    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 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 Graubard Miller as agent for the service of process in the State of
      New
      York to receive, for the undersigned and on 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 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. 

    


    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.

    
      	 	 	 	 
	
            	 	 	
              Sylvia
                Lee   

            
	
            	 	 	
              
Print
              Name of Insider
	 	 	 	 
	 	 	 	
               

                

              

              Signature

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    Exhibit
      A