EXHIBIT
      10.4

     

    STOCK
      ESCROW AGREEMENT

     

    STOCK
      ESCROW AGREEMENT, dated as of ___________ ___, 2005 (“Agreement”) by and among
      Everest Acquisition Corporation, a Delaware corporation (“Company”), the
      undersigned parties listed as Initial Stockholders on the signature page hereto
      (collectively, the “Initial Stockholders”) and Continental Stock Transfer &
      Trust Company, a New York corporation (“Escrow Agent”).

     

    WHEREAS,
      the Company has entered into a Letter of Intent, dated June 16, 2005
      (“Underwriting Agreement”) with Jesup & Lamont Securities Corporation
      (“Jesup & Lamont”) acting as representative of the several underwriters
      (collectively, the “Underwriters”), pursuant to which, among other matters, the
      Underwriters have agreed to purchase 800,000,000 units (“Units”) of the Company.
      Each Unit consists of one share of the Company’s Common Stock, par value $.0001
      per share, and two Warrants, each Warrant to purchase one share of Common Stock,
      all as more fully described in the Company’s definitive Prospectus, dated
      ________ __, 2005 (“Prospectus”) comprising part of the Company’s Registration
      Statement on Form S-1 (File No. 333-________) under the Securities Act of 1933,
      as amended (“Registration Statement”), declared effective on ________ __, 2005
      (“Effective Date”).

     

    WHEREAS,
      the Initial Stockholders have agreed as a condition of the sale of the Units
      to
      deposit their shares of Common Stock of the Company, as set forth opposite
      their
      respective names in Exhibit A attached hereto (collectively “Escrow Shares”), in
      escrow as hereinafter provided.

     

    WHEREAS,
      the Company and the Initial Stockholders desire that the Escrow Agent accept
      the
      Escrow Shares, in escrow, to be held and disbursed as hereinafter
      provided.

     

    IT
      IS
      AGREED:

     

    1.    Appointment
      of Escrow Agent.
      The
      Company and the Initial Stockholders hereby appoint the Escrow Agent to act
      in
      accordance with and subject to the terms of this Agreement and the Escrow Agent
      hereby accepts such appointment and agrees to act in accordance with and subject
      to such terms.

     

    2.    Deposit
      of Escrow Shares.
      On or
      before the Effective Date, each of the Initial Stockholders shall deliver to
      the
      Escrow Agent certificates representing his or her respective Escrow Shares,
      to
      be held and disbursed subject to the terms and conditions of this Agreement.
      Each Initial Stockholder acknowledges that the certificate representing his
      or
      her Escrow Shares is legended to reflect the deposit of such Escrow Shares
      under
      this Agreement.

     

    3.    Disbursement
      of the Escrow Shares.
      The
      Escrow Agent shall hold the Escrow Shares until the first anniversary of the
      completion by the Company of a business combination (“Escrow Period”), on which
      date it shall, upon written instructions from each Initial Stockholder, disburse
      each of the Initial Stockholder’s Escrow Shares to such Initial Stockholder;
      provided, however, that if the Escrow Agent is notified by the Company pursuant
      to Section 6.7 hereof that the Company is being liquidated at any time during
      the Escrow Period, then the Escrow Agent shall promptly destroy the certificates
      representing the Escrow Shares; provided further, that if, after the Company
      consummates a Business Combination (as such term is defined in the Registration
      Statement), it (or the surviving entity) subsequently consummates a liquidation,
      merger, stock exchange or other similar transaction which results in all of
      its
      stockholders of such entity having the right to exchange their shares of Common
      Stock for cash, securities or other property, then the Escrow Agent will, upon
      consummation of such transaction, release the Escrow Shares to the Initial
      Stockholders so that they can similarly participate. The Escrow Agent shall
      have
      no further duties hereunder after the disbursement or destruction of the Escrow
      Shares in accordance with this Section 3.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    4.    Rights
      of Initial Stockholders in Escrow Shares.

     

    4.1.    Voting
      Rights as a Stockholder.
      Subject
      to the terms of the Insider Letter described in Section 4.4 hereof and except
      as
      herein provided, the Initial Stockholders shall retain all of their rights
      as
      stockholders of the Company during the Escrow Period, including, without
      limitation, the right to vote such shares.

     

    4.2.    Dividends
      and Other Distributions in Respect of the Escrow Shares.
      During
      the Escrow Period, all dividends payable in cash with respect to the Escrow
      Shares shall be paid to the Initial Stockholders, but all dividends payable
      in
      stock or other non-cash property (“Non-Cash Dividends”) shall be delivered to
      the Escrow Agent to hold in accordance with the terms hereof. As used herein,
      the term “Escrow Shares” shall be deemed to include the Non-Cash Dividends
      distributed thereon, if any.

     

    4.3.    Restrictions
      on Transfer.
      During
      the Escrow Period, no sale, transfer or other disposition may be made of any
      or
      all of the Escrow Shares except (i) by gift to a member of Initial Stockholder’s
      immediate family or to a trust or other entity, the beneficiary of which is
      an
      Initial Stockholder or a member of an Initial Stockholder’s immediate family,
      (ii) by virtue of the laws of descent and distribution upon death of any Initial
      Stockholder, or (iii) pursuant to a qualified domestic relations order;
      provided, however, that such permissive transfers may be implemented only upon
      the respective transferee’s written agreement to be bound by the terms and
      conditions of this Agreement and of the Insider Letter signed by the Initial
      Stockholder transferring the Escrow Shares. During the Escrow Period, the
      Initial Stockholders shall not pledge or grant a security interest in the Escrow
      Shares or grant a security interest in their rights under this
      Agreement.

     

    4.4.    Insider
      Letters.
      Each of
      the Initial Stockholders has executed a letter agreement with Jesup & Lamont
      and the Company, dated as indicated on Exhibit A hereto, and which is filed
      as
      an exhibit to the Registration Statement (“Insider Letter”), respecting the
      rights and obligations of such Initial Stockholder in certain events, including
      but not limited to the liquidation of the Company.

     

    5.    Concerning
      the Escrow Agent.

     

    5.1.    Good
      Faith Reliance.
      The
      Escrow Agent shall not be liable for any action taken or omitted by it in good
      faith and in the exercise of its own best judgment, and may rely conclusively
      and shall be protected in acting upon any order, notice, demand, certificate,
      opinion or advice of counsel (including counsel chosen by the Escrow Agent),
      statement, instrument, report or other paper or document (not only as to its
      due
      execution and the validity and effectiveness of its provisions, but also as
      to
      the truth and acceptability of any information therein contained) which is
      believed by the Escrow Agent to be genuine and to be signed or presented by
      the
      proper person or persons. The Escrow Agent shall not be bound by any notice
      or
      demand, or any waiver, modification, termination or rescission of this Agreement
      unless evidenced by a writing delivered to the Escrow Agent signed by the proper
      party or parties and, if the duties or rights of the Escrow Agent are affected,
      unless it shall have given its prior written consent thereto.

     

    
      
         

      

      
        -2-

        
          

        

      

      
         

      

    

    5.2.    Indemnification.
      The
      Escrow Agent shall be indemnified and held harmless by the Company from and
      against any expenses, including counsel fees and disbursements, or loss suffered
      by the Escrow Agent in connection with any action, suit or other proceeding
      involving any claim which in any way, directly or indirectly, arises out of
      or
      relates to this Agreement, the services of the Escrow Agent hereunder, or the
      Escrow Shares held by it hereunder, other than expenses or losses arising from
      the gross negligence or willful misconduct of the Escrow Agent. Promptly after
      the receipt by the Escrow Agent of notice of any demand or claim or the
      commencement of any action, suit or proceeding, the Escrow Agent shall notify
      the other parties hereto in writing. In the event of the receipt of such notice,
      the Escrow Agent, in its sole discretion, may commence an action in the nature
      of interpleader in an appropriate court to determine ownership or disposition
      of
      the Escrow Shares or it may deposit the Escrow Shares with the clerk of any
      appropriate court or it may retain the Escrow Shares pending receipt of a final,
      non appealable order of a court having jurisdiction over all of the parties
      hereto directing to whom and under what circumstances the Escrow Shares are
      to
      be disbursed and delivered. The provisions of this Section 5.2 shall survive
      in
      the event the Escrow Agent resigns or is discharged pursuant to Sections 5.5
      or
      5.6 below.

     

    5.3.    Compensation.
      The
      Escrow Agent shall be entitled to reasonable compensation from the Company
      for
      all services rendered by it hereunder. The Escrow Agent shall also be entitled
      to reimbursement from the Company for all expenses paid or incurred by it in
      the
      administration of its duties hereunder including, but not limited to, all
      counsel, advisors’ and agents’ fees and disbursements and all taxes or other
      governmental charges.

     

    5.4.    Further
      Assurances.
      From
      time to time on and after the date hereof, the Company and the Initial
      Stockholders shall deliver or cause to be delivered to the Escrow Agent such
      further documents and instruments and shall do or cause to be done such further
      acts as the Escrow Agent shall reasonably request to carry out more effectively
      the provisions and purposes of this Agreement, to evidence compliance herewith
      or to assure itself that it is protected in acting hereunder.

     

    5.5.    Resignation.
      The
      Escrow Agent may resign at any time and be discharged from its duties as escrow
      agent hereunder by its giving the other parties hereto written notice and such
      resignation shall become effective as hereinafter provided. Such resignation
      shall become effective at such time that the Escrow Agent shall turn over to
      a
      successor escrow agent appointed by the Company, the Escrow Shares held
      hereunder. If no new escrow agent is so appointed within the 60 day period
      following the giving of such notice of resignation, the Escrow Agent may deposit
      the Escrow Shares with any court it deems appropriate.

     

    5.6.    Discharge
      of Escrow Agent.
      The
      Escrow Agent shall resign and be discharged from its duties as escrow agent
      hereunder if so requested in writing at any time by the other parties hereto,
      jointly, provided, however, that such resignation shall become effective only
      upon acceptance of appointment by a successor escrow agent as provided in
      Section 5.5.

     

    
      
         

      

      
        -3-

        
          

        

      

      
         

      

    

    5.7.    Liability.
      Notwithstanding anything herein to the contrary, the Escrow Agent shall not
      be
      relieved from liability hereunder for its own gross negligence or its own
      willful misconduct.

     

    6.    Miscellaneous.

     

    6.1.    Governing
      Law.
      This
      Agreement shall for all purposes be deemed to be made under and shall be
      construed in accordance with the laws of the State of New York. Each of the
      parties hereby agrees that any action, proceeding or claim against it arising
      out of or relating in any way to this Agreement shall be brought and enforced
      in
      the courts of the State of New York or the United States District Court for
      the
      Southern District of New York, and irrevocably submits to such jurisdiction,
      which jurisdiction shall be exclusive. Each of the parties hereby waives any
      objection to such exclusive jurisdiction and that such courts represent an
      inconvenient forum.

     

    6.2.    Third
      Party Beneficiaries.
      Each of
      the Initial Stockholders hereby acknowledges that the Underwriters are third
      party beneficiaries of this Agreement and this Agreement may not be modified
      or
      changed without the prior written consent of Jesup & Lamont.

     

    6.3.    Entire
      Agreement.
      This
      Agreement contains the entire agreement of the parties hereto with respect
      to
      the subject matter hereof and, except as expressly provided herein, may not
      be
      changed or modified except by an instrument in writing signed by the party
      to
      the charged.

     

    6.4.    Headings.
      The
      headings contained in this Agreement are for reference purposes only and shall
      not affect in any way the meaning or interpretation thereof.

     

    6.5.    Binding
      Effect.
      This
      Agreement shall be binding upon and inure to the benefit of the respective
      parties hereto and their legal representatives, successors and
      assigns.

     

    6.6.    Notices.
      Any
      notice or other communication required or which may be given hereunder shall
      be
      in writing and either be delivered personally or be mailed, certified or
      registered mail, or by private national courier service, return receipt
      requested, postage prepaid, and shall be deemed given when so delivered
      personally or, if mailed, two days after the date of mailing, as
      follows:

     

    If
      to the
      Company, to:

    


    Everest
      Acquisition Corporation

    15/F,
      The
      Hong Kong Club Building 

    3A
      Chater
      Road Central 

    Hong
      Kong


    Attn: Ashok
      S.
      Kothari, Chief Executive Officer

    


    
      
         

      

      
        -4-

        
          

        

      

      
         

      

    

    If
      to a
      Stockholder, to his address set forth in Exhibit A.

     

    and
      if to
      the Escrow Agent, to:

     

    Continental
      Stock Transfer & Trust Company

    17
      Battery Place

    New
      York,
      New York 10004

    Attn: Chairman

     

    A
      copy of
      any notice sent hereunder shall be sent to:

     

    Greenberg
      Traurig LLP

    MetLife
      Building

    200
      Park
      Avenue

    New
      York,
      New York 10166

    Attn: Alan
      I.
      Annex, Esq.

     

    and:

     

    Jesup
      & Lamont Securities Corporation

    650
      Fifth
      Avenue

    New
      York,
      New York 10019

    Attn:
      Stephen DeGroat

     

    and:

     

    Thelen
      Reid & Priest LLP

    875
      Third
      Avenue

    New
      York,
      New York 10022

    Attn: Robert
      S.
      Matlin, Esq.

     

    The
      parties may change the persons and addresses to which the notices or other
      communications are to be sent by giving written notice to any such change in
      the
      manner provided herein for giving notice.

     

    6.7.    Liquidation
      of Company.
      The
      Company shall give the Escrow Agent written notification of the liquidation
      and
      dissolution of the Company in the event that the Company fails to consummate
      a
      Business Combination within the time period(s) specified in the
      Prospectus.

     

    


    
      
         

      

      
        -5-

        
          

        

      

      
         

      

    

    WITNESS
      the execution of this Agreement as of the date first above written.

     

    EVEREST
      ACQUISITION CORPORATION

     

    By:
      _________________________________

    Ashok
      S.
      Kothari, Chief Executive Officer

     

    INITIAL
      STOCKHOLDERS:

     

    ________________________

    Ashok
      S.
      Kothari

     

    ________________________

    W.
      Gage
      McAfee

     

    ________________________

    Virendra
      Nath

     

    ________________________

    Ajay
      Kothari

     

    ________________________

    Po
      Hsiu
      Wei

     

    CONTINENTAL
      STOCK TRANSFER

    &
      TRUST COMPANY

     

    By:________________________________

    Name:
      Steven G. Nelson

    Title:
      Chairman

     

    


    
      
         

      

      
        -6-

        
          

        

      

      
         

      

    

    EXHIBIT
      A

    
      	 	 	 	 	 	 	 	 
	
              Name
                and Address of 

              Initial
                Stockholder

            	 	
              Number

              of
                Shares

            	 	
              Stock

              Certificate

              Number

            	 	
              Date
                of

              Insider
                Letter

            	 
	 	 	 	 	 	 	 	 
	Ashok
              S. Kothari(1)	 	 	1,500,000	 	 	1	 	 	August
              4, 2005	 
	W.
              Gage McAfee(1)	 	 	1,500,000	 	 	2	 	 	August
              4, 2005	 
	Virendra
              Nath  (1)	 	 	400,000	 	 	3	 	 	August
              4, 2005	 
	Ajay
              Kothari(1)	 	 	400,000	 	 	4	 	 	August
              4, 2005	 
	Po
              Hsiu Wei(1)	 	 	200,000	 	 	5	 	 	August
              4, 2005	 
	 	 	 	 	 	 	 	 	 	 	 

    

    
      
        

      

    

    
      	(1)	
              The
                business address of each of such individuals is 15/F, The Hong Kong
                Club
                Building, 3A Chater Road Central, Hong
                Kong.

            


    

     

     

    
      
         

      

        -7-