EXHIBIT
      10.3

     

    INVESTMENT
      MANAGEMENT TRUST AGREEMENT

     

    This
      Agreement is made as of _________, 2005 by and between Everest Acquisition
      Corporation (the “Company”) and North Fork Bank (the “Trustee” or also the
“Bank”).

     

    WHEREAS,
      the Company’s Registration Statement on Form S-1, No. 333- ________
      (“Registration Statement”), for its initial public offering of securities
      (“IPO”) has been declared effective as of the date hereof by the Securities and
      Exchange Commission (“Effective Date”); and 

     

    WHEREAS,
      Jesup & Lamont Securities Corporation (“Jesup & Lamont”) is acting as
      the representative of the underwriters in the IPO; and

     

    WHEREAS,
      as described in the Company’s Registration Statement, and in accordance with the
      Company’s Certificate of Incorporation, $85,600,000 of the net proceeds of the
      IPO ($98,848,000 if the underwriters’ over-allotment option is exercised in
      full) will be delivered to the Trustee to be deposited and held in a trust
      account for the benefit of the Company and the holders of the Company’s Common
      Stock issued in the IPO and in the event the Units are registered in Colorado,
      pursuant to Section 11-51-302(6) of the Colorado Revised Statutes, a copy of
      which statute is attached hereto and made a part hereof. The amount to be
      delivered to the Trustee will be referred to herein as the “Property,” the
      stockholders for whose benefit the Trustee shall hold the Property will be
      referred to as the “Public Stockholders,” and the Public Stockholders and the
      Company will be referred to together as the “Beneficiaries”); and 

     

    WHEREAS,
      The Company and the Trustee desire to enter into this Agreement to set forth
      the
      terms and conditions pursuant to which the Trustee shall hold the
      Property;

     

    IT
      IS
      AGREED:

     

    1.    Agreements
      and Covenants of Trustee.
      The
      Trustee hereby agrees and covenants to:

     

    (a)    Hold
      the
      Property in trust for the Beneficiaries in accordance with the terms of this
      Agreement, including the terms of Section 11-51-302(6) of the Colorado Statute,
      in a segregated trust account (“Trust Account”) established by the Trustee at a
      branch of the Bank selected by the Trustee; 

     

    (b)    Manage,
      supervise and administer the Trust Account subject to the terms and conditions
      set forth herein;

     

    (c)    In
      a
      timely manner, upon the instruction of the Company, to invest and reinvest
      the
      Property in any “Government Security.” As used herein, Government Security means
      any Treasury Bill issued by the United States, having a maturity of one hundred
      and eighty days or less;

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    (d)    Collect
      and receive, when due, all principal and income arising from the Property,
      which
      shall become part of the “Property,” as such term is used herein;

     

    (e)    Notify
      the Company and Jesup & Lamont of all communications received by it with
      respect to any Property requiring action by the Company;

     

    (f)    Supply
      any necessary information or documents as may be requested by the Company in
      connection with the Company’s preparation of the tax returns for the Trust
      Account;

     

    (g)    Participate
      in any plan or proceeding for protecting or enforcing any right or interest
      arising from the Property if, as and when instructed by the Company and/or
      Jesup
& Lamont to do so;

     

    (h)    Render
      to
      the Company and to Jesup & Lamont, and to such other person as the Company
      may instruct, monthly written statements of the activities of and amounts in
      the
      Trust Account reflecting all receipts and disbursements of the Trust Account;
      and

     

    (i)    Commence
      liquidation of the Trust Account only after receipt of and only in accordance
      with the terms of a letter (“Termination Letter”), in a form substantially
      similar to that attached hereto as either Exhibit A or Exhibit B, signed on
      behalf of the Company by its Chief Executive Officer or Chairman of the Board
      and Secretary, and complete the liquidation of the Trust Account and distribute
      the Property in the Trust Account only as directed in the Termination Letter
      and
      the other documents referred to therein. 

     

    2.    Agreements
      and Covenants of the Company.
      The
      Company hereby agrees and covenants to:

     

    (a)    Give
      all
      instructions to the Trustee hereunder in writing, signed by the Company’s Chief
      Executive Officer or Chairman of the Board. In addition, except with respect
      to
      its duties under paragraph 1(i) above, the Trustee shall be entitled to rely
      on,
      and shall be protected in relying on, any verbal or telephonic advice or
      instruction which it in good faith believes to be given by any one of the
      persons authorized above to give written instructions, provided that the Company
      shall promptly confirm such instructions in writing;

     

    (b)    Hold
      the
      Trustee harmless and indemnify the Trustee from and against any and all
      expenses, including reasonable counsel fees and disbursements, or loss suffered
      by the Trustee in connection with any action, suit or other proceeding brought
      against the Trustee involving any claim, or in connection with any claim or
      demand which in any way arises out of or relates to this Agreement, the services
      of the Trustee hereunder, or the Property or any income earned from investment
      of the Property, except for expenses and losses resulting from the Trustee's
      gross negligence or willful misconduct. Promptly after the receipt by the
      Trustee of notice of demand or claim or the commencement of any action, suit
      or
      proceeding, pursuant to which the Trustee intends to seek indemnification under
      this paragraph, it shall notify the Company in writing of such claim
      (hereinafter referred to as the “Indemnified Claim”). The Trustee shall have the
      right to conduct and manage the defense against such Indemnified Claim,
      provided, that the Trustee shall obtain the consent of the Company with respect
      to the selection of counsel, which consent shall not be unreasonably withheld.
      The Company may participate in such action with its own counsel;
      and

     

    
      
         

      

      
        -2-

        
          

        

      

      
         

      

    

    (c)    Pay
      the
      Trustee an initial acceptance fee of $1,000 and an annual fee of $3,000 (it
      being expressly understood that the Property shall not be used to pay such
      fee).
      The Company shall pay the Trustee the initial acceptance fee and first year’s
      fee at the consummation of the IPO and thereafter on the anniversary of the
      Effective Date. The Trustee shall refund to the Company the fee (on a pro rata
      basis) with respect to any period after the liquidation of the Trust Fund.
      The
      Company shall not be responsible for any other fees or charges of the Trustee
      except as may be provided in paragraph 2(b) hereof (it being expressly
      understood that the Property shall not be used to make any payments to the
      Trustee under such paragraph).

     

    3.    Limitations
      of Liability.
      The
      Trustee shall have no responsibility or liability to:

     

    (a)    Take
      any
      action with respect to the Property, other than as directed in paragraph 1
      hereof and the Trustee shall have no liability to any party except for liability
      arising out of its own gross negligence or willful misconduct;

     

    (b)    Institute
      any proceeding for the collection of any principal and income arising from,
      or
      institute, appear in or defend any proceeding of any kind with respect to,
      any
      of the Property unless and until it shall have received instructions from the
      Company given as provided herein to do so and the Company shall have advanced
      or
      guaranteed to it funds sufficient to pay any expenses incident
      thereto;

     

    (c)    Change
      the investment of any Property, other than in compliance with paragraph
      1(c);

     

    (d)    Refund
      any depreciation in principal of any Property;

     

    (e)    Assume
      that the authority of any person designated by the Company to give instructions
      hereunder shall not be continuing unless provided otherwise in such designation,
      or unless the Company shall have delivered a written revocation of such
      authority to the Trustee;

     

    (f)    The
      other
      parties hereto or to anyone else for any action taken or omitted by it, or
      any
      action suffered by it to be taken or omitted, in good faith and in the exercise
      of its own best judgment, except for its gross negligence or willful misconduct.
      The Trustee 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 Trustee), 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 Trustee, in good faith, to be
      genuine and to be signed or presented by the proper person or persons. The
      Trustee shall not be bound by any notice or demand, or any waiver, modification,
      termination or rescission of this agreement or any of the terms hereof, unless
      evidenced by a written instrument delivered to the Trustee signed by the proper
      party or parties and, if the duties or rights of the Trustee are affected,
      unless it shall give its prior written consent thereto;

     

    
      
         

      

      
        -3-

        
          

        

      

      
         

      

    

    (g)    Verify
      the correctness of the information set forth in the Registration Statement
      or to
      confirm or assure that any acquisition made by the Company or any other action
      taken by it is as contemplated by the Registration Statement; and

     

    (h)    Pay
      any
      taxes on behalf of the Trust Account (it being expressly understood that the
      Property shall not be used to pay any such taxes and that such taxes, if any,
      shall be paid by the Company from funds not held in the Trust
      Account).

     

    4.    Termination.
      This
      Agreement shall terminate as follows:

     

    (a)    If
      the
      Trustee gives written notice to the Company that it desires to resign under
      this
      Agreement, the Company shall use its reasonable efforts to locate a successor
      trustee. At such time that the Company notifies the Trustee that a successor
      trustee has been appointed by the Company and has agreed to become subject
      to
      the terms of this Agreement, the Trustee shall transfer the management of the
      Trust Account to the successor trustee, including but not limited to the
      transfer of copies of the reports and statements relating to the Trust Account,
      whereupon this Agreement shall terminate; provided, however, that, in the event
      that the Company does not locate a successor trustee within ninety days of
      receipt of the resignation notice from the Trustee, the Trustee may submit
      an
      application to have the Property deposited with the United States District
      Court
      for the Southern District of New York and upon such deposit, the Trustee shall
      be immune from any liability whatsoever that arises due to any actions or
      omissions to act by any party after such deposit; 

     

    (b)    At
      such
      time that the Trustee has completed the liquidation of the Trust Account in
      accordance with the provisions of paragraph 1(i) hereof, and distributed the
      Property in accordance with the provisions of the Termination Letter, this
      Agreement shall terminate except with respect to Paragraph 2(b); or

     

    (c)    On
      such
      date after ________ __, 2007 when the Trustee deposits the Property with the
      United States District Court for the Southern District of New York in the event
      that, prior to such date, the Trustee has not received a Termination Letter
      from
      the Company pursuant to paragraph 1(i).

     

    5.    Miscellaneous.

     

    (a)    The
      Company and the Trustee each acknowledge that the Trustee will follow the
      security procedures set forth below with respect to funds transferred from
      the
      Trust Account. Upon receipt of written instructions, the Trustee will confirm
      such instructions with an Authorized Individual at an Authorized Telephone
      Number listed on the attached Exhibit C. The Company and the Trustee will each
      restrict access to confidential information relating to such security procedures
      to authorized persons. Each party must notify the other party immediately if
      it
      has reason to believe unauthorized persons may have obtained access to such
      information, or of any change in its authorized personnel. In executing funds
      transfers, the Trustee will rely upon account numbers or other identifying
      numbers of a beneficiary, beneficiary's bank or intermediary bank, rather than
      names. The Trustee shall not be liable for any loss, liability or expense
      resulting from any error in an account number or other identifying number,
      provided it has accurately transmitted the numbers provided.

     

    
      
         

      

      
        -4-

        
          

        

      

      
         

      

    

    (b)    This
      Agreement shall be governed by and construed and enforced in accordance with
      the
      laws of the State of New York, without giving effect to conflict of laws. It
      may
      be executed in several counterparts, each one of which shall constitute an
      original, and together shall constitute but one instrument.

     

    (c)    This
      Agreement contains the entire agreement and understanding of the parties hereto
      with respect to the subject matter hereof. This Agreement or any provision
      hereof may only be changed, amended or modified by a writing signed by each
      of
      the parties hereto; provided, however, that no such change, amendment or
      modification may be made without the prior written consent of Jesup &
      Lamont. As to any claim, cross-claim or counterclaim in any way relating to
      this
      Agreement, each party waives the right to trial by jury.

     

    (d)    The
      parties hereto consent to the jurisdiction and venue of any state or federal
      court located in the City of New York for purposes of resolving any disputes
      hereunder.

     

    (e)    Any
      notice, consent or request to be given in connection with any of the terms
      or
      provisions of this Agreement shall be in writing and shall be sent by express
      mail or similar private courier service, by certified mail (return receipt
      requested), by hand delivery or by facsimile transmission:

     

    if
      to the
      Trustee, to:

     

    North
      Fork Bank 

    [___]

    [___]

    Attn: [___],
      Chairman

    Fax
      No.:
      (212) [___]

     

    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

    Fax
      No.:
      [___]

     

    in
      either
      case with a copy to:

     

    Jesup
      & Lamont Securities Corporation

    650
      Fifth
      Avenue

    New
      York,
      New York 10019

    Attn:
      David Rozinov

    Fax
      No.:
      (212) 603-0804

     

    and

     

    Greenberg
      Traurig, LLP

    MetLife
      Building

    200
      Park
      Avenue

    New
      York,
      New York 10166

    Attn:
      Alan I. Annex, Esq.

    Fax
      No.:
      (212) 801-6400

     

    
      
         

      

      
        -5-

        
          

        

      

      
         

      

    

    (f)    This
      Agreement may not be assigned by the Trustee without the prior written consent
      of the Company and Jesup & Lamont.

     

    (g)    Each
      of
      the Trustee and the Company hereby represents that it has the full right and
      power and has been duly authorized to enter into this Agreement and to perform
      its respective obligations as contemplated hereunder. The Trustee acknowledges
      and agrees that it shall not make any claims or proceed against the Trust
      Account, including by way of set-off, and shall not be entitled to any funds
      in
      the Trust Account under any circumstance.

     

    IN
      WITNESS WHEREOF, the parties have duly executed this Investment Management
      Trust
      Agreement as of the date first written above.

     

    NORTH
      FORK BANK,

    as
      Trustee

     

    By:
      ____________________________

    Name:

    Title:

     

    EVEREST
      ACQUISITION CORPORATION

     

    By:
      ____________________________

    Name: Ashok
      S.
      Kothari

    Title: Chief
      Executive Officer

     

    


    
      
         

      

      
        -6-

        
          

        

      

      
         

      

    

    EXHIBIT
      A

     

    [Letterhead
      of Company]

     

    [Insert
      date]

     

    North
      Fork Bank 

    [_______________]
      

    [______________________]

    Attn:
      [______________]

     

    
      	
            	Re:	
              Trust
                Account No.
                [                   
                ] Termination Letter

            


    

     

    Gentlemen:

     

    Pursuant
      to paragraph 1(i) of the Investment Management Trust Agreement between Everest
      Acquisition Corporation (“Company”) and North Fork Bank (“Trustee”), dated as of
      __________, 2005 (“Trust Agreement”), this is to advise you that the Company has
      entered into an agreement (“Business Agreement”) with __________________
      (“Target Business”) to consummate a business combination with Target Business
      (“Business Combination”) on or about [_________]. The Company shall notify you
      at least 48 hours in advance of the actual date of the consummation of the
      Business Combination (“Consummation Date”).

     

    In
      accordance with the terms of the Trust Agreement, we hereby authorize you to
      commence liquidation of the Trust Account to the effect that, on the
      Consummation Date, all of funds held in the Trust Account will be immediately
      available for transfer to the account or accounts that the Company shall direct
      on the Consummation Date.

     

    On
      the
      Consummation Date (i) counsel for the Company shall deliver to you written
      notification that (a) the Business Combination has been consummated and (b)
      the
      provisions of Section 11-51-302(6) and Rule 51-3.4 of the Colorado Statute
      have
      been met, and (ii) the Company shall deliver to you written instructions with
      respect to the transfer of the funds held in the Trust Account (“Instruction
      Letter”). You are hereby directed and authorized to transfer the funds held in
      the Trust Account immediately upon your receipt of the counsel's letter and
      the
      Instruction Letter, in accordance with the terms of the Instruction Letter.
      In
      the event that certain deposits held in the Trust Account may not be liquidated
      by the Consummation Date without penalty, you will notify the Company of the
      same and the Company shall direct you as to whether such funds should remain
      in
      the Trust Account and distributed after the Consummation Date to the Company.
      Upon the distribution of all the funds in the Trust Account pursuant to the
      terms hereof, the Trust Agreement shall be terminated.

     

    In
      the
      event that the Business Combination is not consummated on the Consummation
      Date
      described in the notice thereof and we have not notified you on or before the
      original Consummation Date of a new Consummation Date, then the funds held
      in
      the Trust Account shall be reinvested as provided in the Trust Agreement on
      the
      business day immediately following the Consummation Date as set forth in the
      notice.

     

    
      
         

      

      
        -7-

        
          

        

      

      
         

      

    

    Very
      truly yours,

     

    EVEREST
      ACQUISITION CORPORATION

     

     

    By:___________________________________

    Ashok
      S.
      Kothari, Chief Executive Officer

     

    By:___________________________________

    Ajay
      Kothari, Secretary

     

     

    


    
      
         

      

      
        -8-

        
          

        

      

      
         

      

    

    EXHIBIT
      B

     

    [Letterhead
      of Company]

     

    [Insert
      date]

     

    North
      Fork Bank 

    [___]

    Attn:
      [___]

     

    
      	
            	Re:	
              Trust
                Account No.
                [              
                ] Termination Letter

            


    

     

    Gentlemen:

     

    Pursuant
      to paragraph 1(i) of the Investment Management Trust Agreement between Everest
      Acquisition Corporation (“Company”) and North Fork Bank (“Trustee”), dated as of
      _____________, 2005 (“Trust Agreement”), this is to advise you that the Board of
      Directors of the Company has voted to dissolve and liquidate the Company.
      Attached hereto is a copy of the minutes of the meeting of the Board of
      Directors of the Company relating thereto, certified by the Secretary of the
      Company as true and correct and in full force and effect.

     

    In
      accordance with the terms of the Trust Agreement, we hereby (a) certify to
      you
      that the provisions of Section 11-51-302(6) and Rule 51-3.4 of the Colorado
      Statute have been met and (b) authorize you, to commence liquidation of the
      Trust Account. You will notify the Company and [___] (“Designated Paying Agent”)
      in writing as to when all of the funds in the Trust Account will be available
      for immediate transfer (“Transfer Date”). The Designated Paying Agent shall
      thereafter notify you as to the account or accounts of the Designated Paying
      Agent that the funds in the Trust Account should be transferred to on the
      Transfer Date so that the Designated Paying Agent may commence distribution
      of
      such funds in accordance with the Company’s instructions. You shall have no
      obligation to oversee the Designated Paying Agent’s distribution of the funds.
      Upon the payment to the Designated Paying Agent of all the funds in the Trust
      Account, the Trust Agreement shall be terminated.

     

    


    
      
         

      

      
        -9-

        
          

        

      

      
         

      

    

    Very
      truly yours,

     

    EVEREST
      ACQUISITION CORPORATION

     

    By:___________________________________

    Ashok
      S.
      Kothari, Chief Executive Officer

     

    By:___________________________________

    Ajay
      Kothari, Secretary

     

     

    
      
         

      

      
        -10-

        
          

        

      

      
         

      

    

    EXHIBIT
      C

    


    
      	
              AUTHORIZED
                INDIVIDUAL(S)

              FOR
                TELEPHONE CALL BACK

            	 	
              AUTHORIZED

              TELEPHONE
                NUMBER(S)

            
	 	 	 
	 	 	 
	
              Company:

            	 	 
	 	 	 
	
              Everest
                Acquisition Corporation

              15/F,
                The Hong Kong Club Building 

              3A
                Chater Road Central 

              Hong
                Kong 

              Attn: Ashok
                S. Kothari, Chief Executive Officer

            	 	
              (212)
                ___-____

            
	 	 	 
	
              Trustee:

            	 	 
	 	 	 
	
              North
                Fork Bank

              [___]

              Attn:
                [___]

            	 	
              (___)
                ___-____

            


    

     

    
 

    
      
         

      

        -11-