EXHIBIT
        10.1

       

       

      August
        4,
        2005

       

      Everest
        Acquisition Corporation

      15/F,
        The
        Hong Kong Club Building

      3A
        Chater
        Road Central

      Hong
        Kong


      


      Jesup
        & Lamont Securities Corporation

      650
        Fifth
        Avenue

      New
        York,
        New York 10019

       

      
        
          	
                	Re:	
                  Initial
                    Public Offering

                


          	 	 	 


        

      

      Gentlemen:

       

      The
        undersigned stockholder, officer and/or director of Everest Acquisition
        Corporation (“Company”), in consideration of Jesup & Lamont Securities
        Corporation (“Jesup & Lamont”) 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 11
        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 (“Effective Date”) of the registration statement
        relating to the IPO (or 24 months under the circumstances described in the
        prospectus relating to the IPO), the undersigned will 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 Fund (as defined
        in the
        Letter of Intent) 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 Fund for any reason
        whatsoever. 

       

      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 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.

       

      
        
           

        

        
           

          
            

          

        

        
          
            Everest
              Acquisition Corporation

            Jesup
              & Lamont Securities Corporation

            August
              4,
              2005

            Page 2

             

             

          

        

      

      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 Jesup & Lamont] that the
        business combination is fair to the Company’s stockholders from a financial
        point of view.

       

      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,
        Asia
        Pacific Capital (HK) Ltd. (“Related Party”), shall be allowed to charge the
        Company an allocable share of Related Party’s overhead, $7,500 per month, to
        compensate it for certain administrative, technology and secretarial services,
        as well as the use of certain limited office space in Hong Kong that it will
        provide to the Company. Related Party and the undersigned shall also be entitled
        to reimbursement from the Company for their reasonable 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, or 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 his Insider Shares for the period commencing on the
        Effective Date and ending one year from the consummation of 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 ________________________ 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 Jesup & Lamont 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 Section 401 of Regulation S-K, promulgated
        under the Securities Act of 1933. The undersigned’s Questionnaire furnished to
        the Company and Jesup & Lamont 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;

       

      
        
           

        

        
           

          
            

          

        

        
          Everest
            Acquisition Corporation
            Jesup
              & Lamont Securities Corporation

            August
              4,
              2005

            Page 3

             

             

          

        

      

      (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 ____________
        of
        the Company.

      10.    The
        undersigned authorizes any employer, financial institution, or consumer credit
        reporting agency to release to Jesup & Lamont and its legal representatives
        or agents (including any investigative search firm retained by Jesup &
        Lamont) any information they may have about the undersigned’s background and
        finances (“Information”), purely for the purposes of the Company’s IPO (and
        shall thereafter hold such information confidential). Neither Jesup & Lamont
        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.

       

      11.    As
        used
        herein, (i) 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; (ii) “Insiders” shall mean all
        officers, directors and stockholders of the Company immediately prior to
        the
        IPO; (iii) “Insider Shares” shall mean all of the shares of Common Stock of the
        Company owned by an Insider prior to the IPO; and (iv) “IPO Shares” shall mean
        the shares of Common Stock issued in the Company’s IPO.

       

       

      ________________________________

       

      



      
        
           

        

        
           

          
            

          

        

        
           

          
            Everest
              Acquisition Corporation

            Jesup
              & Lamont Securities Corporation

            August
              4,
              2005

            Page
              4

             

          

        

      

      EXHIBIT
        A

       

      [Insider’s
        biographical information]