EXHIBIT 10.6

                           WARRANT PURCHASE AGREEMENT

    WARRANT PURCHASE AGREEMENT (this "Agreement"),  dated  as of June 20,  2007,
is  entered  into by and among  China  Pacific  Acquisition  Corp.,  a  Delaware
corporation (the "Company"), and [__________] ("Buyer").

                                    WHEREAS:

    A.  The  Company  has  filed a  registration  statement  (the  "Registration
Statement")  for the initial public offering (the "IPO") of units (the "Units"),
each unit consisting of one share of the Company's  Common Stock (a "Share") and
one four year  warrant  (the  "Warrants")  to purchase  one Share at an exercise
price of $6.00 per Share exercisable on the later of the Company's completion of
a business combination and one year from the date of the IPO.

    B.  The Company and Buyer are executing  and  delivering  this  Agreement in
reliance upon the exemption  from  securities  registration  afforded by Section
4(2) of the Securities Act of 1933, as amended, and by Regulation D ("Regulation
D")  promulgated by the United States  Securities and Exchange  Commission  (the
"SEC") thereunder; and

    C.  Buyer  desires  to  purchase  and the Company desires to issue and sell,
upon the terms and conditions  set forth in this  Agreement,  [______]  Warrants
(the "Placement Warrants") for an aggregate purchase price of [________] Dollars
($[_______]) (the "Buyer Purchase Price").

    NOW THEREFORE, the Company and Buyer hereby agree as follows:

        1.      PURCHASE AND SALE OF UNITS.

                (a)     PURCHASE  OF  PLACEMENT WARRANTS.  On the  Closing  Date
(as defined  below),  the Company  shall issue and sell to Buyer and Buyer shall
purchase from the Company the Placement Warrants for the Buyer Purchase Price.

                (b)     FORM OF PAYMENT. On the Closing Date (as defined below),
(i) Buyer shall pay the Buyer Purchase Price for the Placement  Warrants by wire
transfer of immediately  available funds to the Company,  in accordance with the
Company's  written  wiring  instructions,  against  delivery  of  the  Placement
Warrants,  and (ii)  immediately  prior to the  closing of the IPO,  the Company
shall deposit the Buyer Purchase  Price into the trust account  described in the
Registration Statement (the "Trust Account").

                (c)     CLOSING DATE.  Subject to the  satisfaction  (or written
waiver) of the  conditions  thereto  set forth in Section 6 and Section 7 below,
the date and time of the issuance and sale of the Placement Warrants pursuant to
this  Agreement  shall be no later  than  the date and time  that the  Company's
Registration  Statement is declared  effective by the SEC (the "Closing  Date").
The closing of the  transactions  contemplated by this Agreement (the "Closing")
shall  occur on the  Closing  Date at such  location  as may be agreed to by the
parties.
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        2.      BUYER REPRESENTATIONS AND WARRANTIES.

                (a)     Buyer represents and warrants to the Company as follows:

                        (i)     Buyer is  purchasing  the Placement Warrants for
its own  account  and for  investment  purposes  and not with  the view  towards
distribution;

                        (ii)    Buyer  acknowledges that the Shares and Warrants
included  in the  Placement  Warrants  purchased,  and the  Shares  issued  upon
exercise of the  Placement  Warrants,  will bear a legend in  substantially  the
following form:

                THE SECURITIES  REPRESENTED BY THIS  CERTIFICATE
                HAVE BEEN  OFFERED AND SOLD IN RELIANCE  UPON AN
                EXEMPTION FROM THE REGISTRATION  REQUIREMENTS OF
                THE  SECURITIES  ACT OF  1933  AS  AMENDED  (THE
                "SECURITIES ACT").  ACCORDINGLY,  THE SECURITIES
                REPRESENTED  BY THIS  CERTIFICATE  HAVE NOT BEEN
                REGISTERED  UNDER THE SECURITIES ACT AND MAY NOT
                BE   TRANSFERRED   OTHER  THAN  PURSUANT  TO  AN
                AVAILABLE  EXEMPTION FROM REGISTRATION UNDER THE
                SECURITIES ACT, THE  AVAILABILITY OF WHICH IS TO
                BE  ESTABLISHED  TO  THE   SATISFACTION  OF  THE
                COMPANY.

                        (iii)   Buyer  understands  that the  Placement Warrants
are being  offered and sold to it in reliance  on specific  exemptions  from the
registration  requirements  of Federal  and State  securities  laws and that the
Company  is  relying  upon  the  truth  and  accuracy  of  the  representations,
warranties and agreement herein in order to determine the  applicability of such
exemptions and the suitability of Buyer to acquire the Placement Warrants;

                        (iv)    Buyer  acknowledges that, in making the decision
to purchase the Placement  Warrants,  Buyer has relied  solely upon  independent
investigations made by it and materials provided by the Company and not upon any
separate  representations made by the Company with respect to the Company or the
Placement Warrants;

                        (v)     Buyer has had a  reasonable  opportunity  to ask
questions  of and receive  answers from the Company  concerning  the Company and
this  offering and all such  questions,  if any,  have been answered to the full
satisfaction of Buyer;

                        (vi)    Buyer  has  such   knowledge  and  expertise  in
financial and business matters that the undersigned is capable of evaluating the
merits and risks involved in an investment in the Placement Warrants; and

                        (vii)   Each of  Buyer  and  its  equity  holders  is an
accredited investor as such term is defined in Rule 501 of Regulation D.

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                (b)     NO   GOVERNMENT   RECOMMENDATION   OR  APPROVAL.   Buyer
understands  that  no  Federal  or  State  agency  has  passed  on or  made  any
recommendation or endorsement of the Placement Warrants.

                (c)     STATUS OF PLACEMENT WARRANTS. Buyer acknowledges that:

                        (i)     The Placement Warrants, Shares and Warrants will
be subject to a lock-up as referred to in the Registration Statement. Subject to
certain limited  exceptions,  the Shares and Warrants are not transferable until
the closing of the initial business combination as described in the Registration
Statement,  and are  subject  to the same  voting  restrictions  and  waiver  of
conversion  rights  as  are  applicable  to the  Shares  currently  held  by the
Company's existing stockholders as described in the Registration Statement.

                        (ii)    In the event that the Company distributes to its
public  stockholders  the  amount  in the  trust  account  as  described  in the
Registration  Statement  pursuant to the dissolution of the Company,  Buyer will
lose its entire  investment as Buyer shall have no right to  participate in such
distribution.

        3.      REPRESENTATIONS  AND  WARRANTIES  OF THE  COMPANY.  The  Company
represents and warrants to Buyer that:

                (a)     The   execution,   delivery  and   performance  of  this
Agreement  has been or will be duly and  validly  authorized  by the Company and
will be a valid and binding agreement of the Company,  enforceable in accordance
with its  respective  terms,  except to the extent  that (i) the  enforceability
hereof may be limited by bankruptcy, insolvency,  reorganization,  moratorium or
similar laws from time to time in effect and  affecting  the rights of creditors
generally,  (ii) the  enforceability  hereof is subject to general principles of
equity or (iii) the  indemnification  provisions  hereof  may be held to violate
public  policy.  The  securities  to be  issued  pursuant  to  the  transactions
contemplated  by this Agreement have been duly  authorized  and, when issued and
paid   for   in   accordance    with   (x)   this    Agreement   and   (y)   the
certificates/instruments representing such securities, will be valid and binding
obligations  of the Company,  enforceable  in accordance  with their  respective
terms,  except to the extent that (i) the enforceability  thereof may be limited
by bankruptcy, insolvency, reorganization,  moratorium or similar laws from time
to time in effect and  affecting  the rights of  creditors  generally,  (ii) the
enforceability  thereof is subject to general principles of equity, or (iii) the
indemnification  provisions  thereof may be held to violate public  policy.  All
corporate action required to be taken for the  authorization,  issuance and sale
of the Placement Warrants has been duly and validly taken by the Company.

                (b)     The  Shares  being  offered  as  part  of  the Placement
Warrants  will be duly  authorized  and when issued  and paid for in  accordance
with this Agreement and proper exercise of such Warrants,  respectively, and the
certificates/instruments representing such Common Stock, will be validly issued,
fully-paid  and  non-assessable;  and  such  securities  are not and will not be
subject to the preemptive rights of any holder of any security of the Company.

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                (c)     The Company is  organized  and is validly  existing as a
corporation  in good  standing  under  the laws of the  State of  Delaware.  The
Company  is duly  qualified  or  licensed  and in  good  standing  as a  foreign
corporation  in each  jurisdiction  in which  the  character  of its  operations
requires such  qualification  or licensing and where failure to so qualify would
have a material  adverse  effect on the Company.  The Company has all  requisite
power and authority, and all material and necessary  authorizations,  approvals,
orders,  licenses,  certificates  and  permits  of  and  from  all  governmental
regulatory officials and bodies (domestic and foreign)  ("Approvals") to conduct
its business and the Company is doing business in material  compliance  with all
such Approvals  except where the failure to have such Approvals would not have a
material adverse effect on the Company.  The Company has all power and authority
to enter into this Agreement, to carry out the provisions and conditions hereof,
and all consents,  authorizations, and approvals required in connection herewith
have  been  obtained  or will be  obtained  prior to the  Closing.  No  consent,
authorization or order of, and no filing with, any court,  government  agency or
other body is required by the Company for the issuance of the securities  except
for applicable federal and state securities laws.

        4.      COVENANTS.

                (a)     BEST  EFFORTS.  The parties shall use their best efforts
to satisfy timely each of the  conditions  described in Sections 6 and 7 of this
Agreement.

                (b)     AUTHORIZATION  AND  RESERVATION  OF SHARES.  The Company
shall at all times have authorized,  and reserved for the purpose of issuance, a
sufficient  number of shares of Common Stock to provide for the full exercise of
the outstanding Placement Warrants (the "Warrant Shares").

        5.      REGISTRATION  RIGHTS.  Buyer (and its assignees and transferees)
shall  be  granted  demand  registrations  pursuant  to  a  Registration  Rights
Agreement reasonably acceptable to Buyer and the Company.

        6.      CONDITIONS TO THE COMPANY'S  OBLIGATION TO SELL.  The obligation
of the Company  hereunder to issue and sell the  Placement  Warrants to Buyer at
the Closing is subject to the  satisfaction,  at or before the  Closing  Date of
each of the following conditions thereto, provided that these conditions are for
the  Company's  sole benefit and may be waived by the Company at any time in its
sole discretion:

                (a)     Buyer shall have executed  this  Agreement and delivered
the same to the Company.

                (b)     Buyer shall have  delivered the Buyer  Purchase Price in
accordance with Section 1(b) above.

                (c)     The  representations  and  warranties  of Buyer shall be
true and correct in all material respects as of the date when made and as of the
Closing  Date as  though  made at that  time  (except  for  representations  and
warranties that speak as of a specific date), and Buyer shall

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have  performed,  satisfied  and  complied  in all  material  respects  with the
covenants, agreements and conditions required by this Agreement to be performed,
satisfied or complied with by Buyer at or prior to the Closing Date.

                (d)     No  litigation,  statute,  rule,  regulation,  executive
order,  decree,   ruling  or  injunction  shall  have  been  enacted,   entered,
promulgated  or  endorsed  by or in  any  court  or  governmental  authority  of
competent jurisdiction or any self-regulatory organization having authority over
the matters  contemplated  hereby which prohibits the consummation of any of the
transactions contemplated by this Agreement.

        7.      CONDITIONS TO THE BUYER'S OBLIGATION TO PURCHASE. The obligation
of Buyer  hereunder to purchase the Placement  Warrant at the Closing is subject
to the  satisfaction,  at or before the  Closing  Date of each of the  following
conditions,  provided that these conditions are for Buyer's sole benefit and may
be waived by Buyer at any time in its sole discretion:

                (a)     The  Company  shall have  executed  this  Agreement  and
delivered the same to Buyer.

                (b)     The  Company  shall  have   delivered  to  Buyer  a duly
executed Placement Warrant in accordance with Section 1(b) above.

                (c)     The  representations and warranties of the Company shall
be true and correct in all material  respects as of the date when made and as of
the Closing  Date as though made at such time  (except for  representations  and
warranties  that  speak  as of a  specific  date)  and the  Company  shall  have
performed,  satisfied and complied in all material  respects with the covenants,
agreements and conditions required by this Agreement to be performed,  satisfied
or complied with by the Company at or prior to the Closing Date.

                (d)     No  litigation,  statute,  rule,  regulation,  executive
order,  decree,   ruling  or  injunction  shall  have  been  enacted,   entered,
promulgated  or  endorsed  by or in  any  court  or  governmental  authority  of
competent jurisdiction or any self-regulatory organization having authority over
the matters  contemplated  hereby which prohibits the consummation of any of the
transactions contemplated by this Agreement.

                (e)     No event shall have occurred  which could  reasonably be
expected to have a material adverse effect on the Company.

                (f)     The  Company   shall  have   executed  an   Underwriting
Agreement with the underwriter for the IPO.

        8.      GOVERNING LAW; MISCELLANEOUS.

                (a)     GOVERNING  LAW.  THIS   AGREEMENT   SHALL  BE  ENFORCED,
GOVERNED BY AND CONSTRUED IN  ACCORDANCE  WITH THE LAWS OF THE STATE OF NEW YORK
APPLICABLE TO AGREEMENTS  MADE AND TO BE

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PERFORMED  ENTIRELY  WITHIN  SUCH STATE,  WITHOUT  REGARD TO THE  PRINCIPLES  OF
CONFLICT OF LAWS. THE PARTIES HERETO HEREBY SUBMIT TO THE EXCLUSIVE JURISDICTION
OF THE UNITED  STATES  FEDERAL  COURTS  LOCATED IN NEW YORK CITY,  NEW YORK WITH
RESPECT TO ANY DISPUTE ARISING UNDER THIS AGREEMENT, THE AGREEMENTS ENTERED INTO
IN CONNECTION HEREWITH OR THE TRANSACTIONS  CONTEMPLATED HEREBY OR THEREBY. BOTH
PARTIES   IRREVOCABLY  WAIVE  THE  DEFENSE  OF  AN  INCONVENIENT  FORUM  TO  THE
MAINTENANCE OF SUCH SUIT OR PROCEEDING.  BOTH PARTIES FURTHER AGREE THAT SERVICE
OF PROCESS UPON A PARTY MAILED BY REGISTERED FIRST CLASS MAIL SHALL BE DEEMED IN
EVERY  RESPECT  EFFECTIVE  SERVICE OF PROCESS UPON THE PARTY IN ANY SUCH SUIT OR
PROCEEDING. NOTHING HEREIN SHALL AFFECT EITHER PARTY'S RIGHT TO SERVE PROCESS IN
ANY  OTHER  MANNER   PERMITTED  BY  LAW.   BOTH  PARTIES   AGREE  THAT  A  FINAL
NON-APPEALABLE  JUDGMENT IN ANY SUCH SUIT OR PROCEEDING  SHALL BE CONCLUSIVE AND
MAY BE ENFORCED IN OTHER  JURISDICTIONS BY SUIT ON SUCH JUDGMENT OR IN ANY OTHER
LAWFUL  MANNER.  THE PARTY WHICH DOES NOT PREVAIL IN ANY DISPUTE  ARISING  UNDER
THIS  AGREEMENT  SHALL  BE  RESPONSIBLE  FOR ALL FEES  AND  EXPENSES,  INCLUDING
REASONABLE  ATTORNEYS' FEES, INCURRED BY THE PREVAILING PARTY IN CONNECTION WITH
SUCH DISPUTE.

                (b)     COUNTERPARTS;  SIGNATURES BY FACSIMILE.  This  Agreement
may be  executed in one or more  counterparts,  each of which shall be deemed an
original but all of which shall  constitute one and the same agreement and shall
become effective when  counterparts have been signed by each party and delivered
to the other party.  This Agreement,  once executed by a party, may be delivered
to the other party hereto by facsimile  transmission of a copy of this Agreement
bearing the signature of the party so delivering this Agreement.

                (c)     HEADINGS.   The  headings  of  this  Agreement  are  for
convenience  of  reference  only and  shall  not form  part of,  or  affect  the
interpretation of, this Agreement.

                (d)     SEVERABILITY.  In the event that any  provision  of this
Agreement is invalid or  unenforceable  under any applicable  statute or rule of
law, then such provision  shall be deemed  inoperative to the extent that it may
conflict  therewith and shall be deemed modified to conform with such statute or
rule of law. Any provision hereof which may prove invalid or unenforceable under
any law shall not affect the validity or  enforceability  of any other provision
hereof.

                (e)     ENTIRE  AGREEMENT;  AMENDMENTS.  This  Agreement and the
instruments  referenced  herein contain the entire  understanding of the parties
with  respect  to  the  matters  covered  herein  and  therein  and,  except  as
specifically  set forth  herein or therein,  neither the Company nor Buyer makes
any  representation,  warranty,  covenant or  undertaking  with  respect to such
matters.  No provision of this  Agreement may be waived or amended other than by
an instrument in writing signed by the party to be charged with enforcement.

                (f)     NOTICES.  Any notices  required or permitted to be given
under the terms of this Agreement  shall be sent by certified or registered mail
(return receipt requested) or delivered

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personally or by courier (including a recognized  overnight delivery service) or
by facsimile and shall be effective five days after being placed in the mail, if
mailed by regular United States mail, or upon receipt,  if delivered  personally
or  by  courier  (including  a  recognized  overnight  delivery  service)  or by
facsimile,   in  each  case  addressed  to  a  party.  The  addresses  for  such
communications shall be:

                If to the Company:       China Pacific Acquisition Corp.
                                         43/F Jardine House
                                         1 Connaught Place
                                         Hong Kong, China
                                         Attention: Dato' Sin Just Wong
                                         Facsimile:

                With a copy to:          Reitler Brown & Rosenblatt LLC
                                         800 Third Avenue
                                         21st Floor
                                         New York, NY 10022
                                         Attention: Robert Steven Brown
                                         Facsimile: 212-371-5500

                If to Buyer:



                                         Facsimile:

Each party shall provide notice to the other party of any change in address.

                (g)     WAIVER OF CLAIMS;  INDEMNIFICATION.  Buyer hereby waives
any and all rights to assert any present or future  claims,  including any right
of  rescission,   against  the  Company  and  W  R  Hambrecht  &  Co,  LLC  (the
"Underwriter")  with respect to its purchase of the Company  Placement  Warrant,
and agrees to  indemnify  and hold the  Company and the  Underwriter  in the IPO
harmless  from all  losses,  damages  or  expenses  that  relate  to  claims  or
proceedings  brought  against the Company,  or such  Underwriter by Buyer of the
Company Placement  Warrant or its transferees,  assigns or any subsequent holder
of the Company Placement Warrant.

                (h)     SUCCESSORS AND ASSIGNS.  This Agreement shall be binding
upon and inure to the benefit of the parties and their  successors  and assigns,
provided,  however,  that  Buyer  shall not have the right to assign  any of its
rights hereunder to purchase Company Placement Warrant to any other person.

                (i)     THIRD PARTY  BENEFICIARIES.  This  Agreement is intended
for the benefit of the parties hereto and their respective  permitted successors
and  assigns,  and is not for the  benefit of, nor may any  provision  hereof be
enforced by, any other person; provided that Section 8(g) is intended to benefit
the Underwriter and shall be enforceable against Buyer by the Underwriter.

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                (j)     FURTHER ASSURANCES.  Each party shall do and perform, or
cause to be done and  performed,  all such  further  acts and things,  and shall
execute and deliver all such other  agreements,  certificates,  instruments  and
documents,  as the other party may reasonably  request in order to carry out the
intent and accomplish the purposes of this Agreement and the consummation of the
transactions contemplated hereby.

                (k)     NO  STRICT  CONSTRUCTION.  The  language  used  in  this
Agreement  will be deemed to be the  language  chosen by the  parties to express
their mutual intent, and no rules of strict construction will be applied against
any party.

                (l)     FURTHER  AGREEMENT.   Buyer  agrees  to  enter  into  an
agreement  or  execute a letter  confirming  the  voting  obligations  and other
restrictions  pertaining to the Company Placement Warrants  upon  request of the
Underwriter for the IPO.


                                      * * *

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    IN WITNESS WHEREOF,  the undersigned  Buyer and the Company have caused this
Agreement to be duly executed as of the date first above written.


                                        CHINA PACIFIC ACQUISITION CORP.



                                        By: __________________________
                                             Name:
                                             Title:




                                        BUYER



                                        By: ___________________________
                                             Name: