Exhibit 10.2

                      INVESTMENT MANAGEMENT TRUST AGREEMENT

        This  Agreement  is made as of  ___________,  2007 by and between  China
Pacific Acquisition Corp. (the "Company") and Continental Stock Transfer & Trust
Company (the "Trustee").

        WHEREAS, the Company's  Registration  Statement on Form S-1, as amended,
No. __________ (together with any registration  statement filed pursuant to Rule
462(b),  the  "Registration  Statement"),  for its  initial  public  offering of
securities (the "IPO") has been declared  effective as of the date hereof by the
Securities and Exchange Commission (the "Effective Date"); and

        WHEREAS,   _______________,   ______________and   _______________   (the
"Representatives")  are acting as the representatives of the underwriters in the
IPO; and

        WHEREAS, as described in the Registration  Statement,  and in accordance
with the  Company's  Certificate  of  Incorporation,  $57,000,000  of the  gross
proceeds of the IPO and the proceeds of the private  offering  (as  described in
the  Registration  Statement  ($65,650,000 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, par value $0.0005 per share,  issued in the IPO (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, a portion of the Property consists of $1,800,000 (or $2,070,000
if the underwriters' over-allotment option is exercised in full) attributable to
the underwriters'  discount which the Representatives  have agreed to deposit in
the Trust Account (defined below); 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,  in a  segregated  trust  accounts  ("Trust
Account")  established  by the  Trustee  at a branch of  JPMorgan  Chase NY Bank
selected by the Trustee and Morgan Stanley;

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

        (c)     In a timely manner, upon the written instruction of the Company,
to invest and  reinvest the Property in United  States  "government  securities"
and/or in any open ended money market  fund(s)  selected by the Company  meeting
the conditions of paragraphs (c)(2),  (c)(3) and (c)(4) of Rule 2a-7 promulgated
under the Investment Company Act of 1940, as determined by
<PAGE>


the  Company.  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,  one-half of which income,  net of taxes,  may be released to
the Company  periodically  to fund its  working  capital  requirements;  and the
remaining income arising from the Property,  net of taxes,  shall become part of
the "Property," as such term is used herein;

        (e)     Notify the  Company 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 relating to income from the Property in the Trust Account or otherwise;

        (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 in writing to do so;

        (h)     Render  to  the Company  and  to  W R  Hambrecht  &  Co,  LLC on
behalf of the  Representatives,  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;

        (i)     If there is any income or other tax  obligation  relating to the
income from the  Property in the Trust  Account as  determined  by the  Company,
then, from time to time, at the written instruction of the Company,  the Trustee
shall promptly to the extent there is not  sufficient  cash in the Trust Account
to pay such tax  obligation,  liquidate such assets held in the Trust Account as
shall be  designated  by the Company in writing,  and disburse to the Company by
wire transfer, out of the Property in the Trust Account, the amount indicated by
the Company as owing in respect of such income tax obligation; and

        (j)     Commence  liquidation  of the Trust Account only upon receipt of
and only in accordance with the terms of a letter (the "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.      Limited Distributions Of Income From Trust Account.

        (a)     If there is any such tax obligation  relating to the income from
the  Property in the Trust  Account,  then,  at the written  instruction  of the
Company, the Trustee shall disburse to the Company by wire transfer,  out of the
Property in the Trust Account,  the amount  indicated by the Company as required
to pay income taxes; and

        (b)     Upon written  request  from the Company in a form  substantially
similar to that  attached  hereto as Exhibit C, which may be given not more than
once in any calendar month,  the Trustee shall distribute to the Company by wire
transfer the amount  specified in such written
<PAGE>


request  (which  shall be equal  to  one-half  of the  income  collected  on the
Property  through the last day of the calendar month  immediately  preceding the
date of receipt of the Company's  request).  The first such  distribution  shall
include  income  through the first full calendar  month  following the effective
date of the IPO,  with  the  Company's  request  made  after  such  date.  It is
understood  that the  Trustee's  only  responsibility  under this  section is to
follow the instructions of the Company; and

        (c)     Except as  provided  in Section  2(a) and 2(b)  above,  no other
distributions  from the Trust  Account  shall be permitted  except in accordance
with Sections 1(i) and 1(j) hereof.

3.      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  Section  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

        (c)     Pay the Trustee an initial  acceptance  fee, an annual fee and a
transaction  processing fee for each disbursement made pursuant to Sections 2(a)
and 2(b) as set forth on  Schedule  A hereto,  which  fees  shall be  subject to
modification  by the parties from time to time. It is expressly  understood that
the  Property  shall not be used to pay such fees and  further  agreed that said
transaction   processing  fees  shall  be  deducted  by  the  Trustee  from  the
disbursements  made to the Company  pursuant to Section 2(b).  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 annual 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
set forth in this Section 3(c) and as may be provided in Section 3(b) hereof (it
being  expressly  understood  that the  Property  shall  not be used to make any
payments to the Trustee under such Sections).
<PAGE>


4.      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 Section 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 written 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 Section 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,  judgment,  instruction,  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;

        (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;

        (h)     As and to the extent requested from time to time by the Company,
prepare,  execute and file such tax reports, income or other tax returns and pay
any taxes with respect to income and  activities  relating to the Trust Account,
regardless  of whether  such tax is payable by the Trust  Account or the Company
(including  but not  limited  to income  tax  obligations),  it being  expressly
understood  that as set forth in Section  1(i),  if there is any income or other
tax  obligation  relating  to the Trust  Account  or the  Property  in the Trust
Account,  as  determined  from time to time by the  Company  and  regardless  of
whether  such  tax is  payable  by the  Company  or the  Trust,  at the  written
instruction  of  the  Company,  the Trustee  shall  make funds available in cash
from the Property in the Trust Account an amount specified by the
<PAGE>


Company as owing to the applicable taxing authority,  which amount shall be paid
directly to the Company by  electronic  funds  transfer,  account debit or other
method of payment,  and the Company  shall  forward  such  payment to the taxing
authority

        (i)     Verify  calculations,   qualify  or  otherwise  approve  Company
requests for distributions pursuant to Section 1(i), 2(a) or 2(b) above.

5.      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 (90) 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;

        (b)     At such time that the Trustee has completed the  liquidation  of
the Trust Account in accordance with the provisions of Section 1(j) hereof,  and
distributed  the Property in accordance  with the provisions of the  Termination
Letter, this Agreement shall terminate except with respect to Section 3(b).

6.      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 D. 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.

        (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.  The parties
hereto may change,  waive,  amend or
<PAGE>


modify any provision contained herein that may be defective or inconsistent with
any other  provision  contained  herein only upon the written consent of each of
the parties  hereto;  provided that such action shall not  materially  adversely
affect the  interests  of the Public  Stockholders.  Any other  change,  waiver,
amendment or  modification  to this Agreement  shall be subject to approval by a
majority  of  the  Public  Stockholders.   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:

                Continental Stock Transfer & Trust Company
                17 Battery Place
                8th Floor
                New York, New York 10004
                Attn: Mr. Frank Di Paolo, CFO
                Fax: (212) 616-7620

                if to the Company, to:

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


                with a copy to:

                Reitler Brown & Rosenblatt LLC
                800 Third Avenue
                21st Floor
                New York, New Yrok 10022
                Attention: Robert Steven Brown, Esq.

                in either case with a copy on behalf of the Representatives to:

        (f)     This  Agreement  may not be assigned by the Trustee  without the
prior consent of the Company. This agreement may be assigned by the Company to a
wholly-owned subsidiary of the Company upon written notice to the Trustee.

        (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
<PAGE>


shall not make any claims or proceed against the Trust Account, including by way
of  set-off,  and shall not be entitled  to any part of the  Property  under any
circumstance.

        (h)     The Trustee  hereby  consents to the  inclusion  of  Continental
Stock Transfer & Trust Company in the Registration Statement and other materials
relating to the IPO.

                            [Signature page follows]
<PAGE>


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

                                        CONTINENTAL STOCK TRANSFER
                                        & TRUST COMPANY, as Trustee

                                        By:
                                              -----------------------------
                                        Name:
                                              -----------------------------
                                        Title:
                                              -----------------------------


                                        China Pacific Aquisition Corp.

                                        By:
                                              -----------------------------
                                        Name:
                                              -----------------------------
                                        Title:
                                              -----------------------------
<PAGE>


                                    EXHIBIT A

                             [LETTERHEAD OF COMPANY]

                                  [INSERT DATE]

Continental Stock Transfer & Trust Company
17 Battery Place
8th Floor
New York, New York 10004
Attn:   Steven Nelson, President

Re:     Trust Account No. [___________]
        Termination Letter

Gentlemen:

        Pursuant to Section 1(j) of the Investment  Management  Trust  Agreement
between  China Pacific Acquisition Corp. (the  "Company") and Continental  Stock
Transfer & Trust Company (the "Trustee"),  dated as of _____________,  2007 (the
"Trust  Agreement"),  this is to advise you that the Company has entered into an
agreement ("Business Agreement") with __________________ (the "Target Business")
to  consummate  a  business   combination  with  Target  Business  (a  "Business
Combination")  on or about [INSERT DATE].  The Company shall notify you at least
48 hours in advance  of the  actual  date of the  consummation  of the  Business
Combination (the "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
in writing on the Consummation Date.

        On the  Consummation  Date (i) counsel for the Company  shall deliver to
you written  notification that the Business Combination has been consummated and
(ii) the Company shall deliver to you written  instructions  with respect to the
transfer of the funds held in the Trust Account (the "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 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.
<PAGE>


                                        Very truly yours,

                                        ----------------------------------------

                                        By:
                                           -------------------------------------
<PAGE>


                                    EXHIBIT B

                             [LETTERHEAD OF COMPANY]

                                  [INSERT DATE]

Continental Stock Transfer & Trust Company
17 Battery Place
8th Floor
New York, New York 10004
Attn:  Frank Di Paolo, CFO

Re:     Trust Account No. [_________] Termination Letter

Gentlemen:

        Pursuant to paragraph 1(j) of the Investment  Management Trust Agreement
between  China  Pacific Acquisition  Corp. (the "Company") and Continental Stock
Transfer & Trust Company (the "Trustee"),  dated as of _____________,  2007 (the
"Trust  Agreement"),  this is to advise you that the Company has been  dissolved
due to the Company's inability to effect a business  combination within the time
frame  specified in the Company's  certificate of  incorporation  and prospectus
relating to its IPO.  Attached  hereto is a certified copy of the Certificate of
Dissolution as filed with the Delaware Secretary of State.

        In accordance with the terms of the Trust Agreement, we hereby authorize
you to commence  liquidation of the Trust  Account.  You will notify the Company
and JPMorgan Chase NY Bank (the "Designated Paying Agent") in writing as to when
all of the funds in the Trust Account will be available  for immediate  transfer
(the "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 terminate in accordance with the terms thereof.

                                        Very truly yours,

                                        ----------------------------------------

                                        By:
                                           -------------------------------------
<PAGE>


                                    EXHIBIT C

                             [LETTERHEAD OF COMPANY]

                                  [INSERT DATE]

Continental Stock Transfer & Trust Company
17 Battery Place
New York, New York 10004
Attn: [                    ]

Re:     Trust Account No. [             ] -- Distribution of Income on Property

Gentlemen:

Pursuant to Section 2(b) of the Investment  Management  Trust Agreement  between
China  Pacific Acquisition  Corp.  ("Company") and  Continental  Stock  Transfer
& Trust Company  ("Trustee"),  dated as of ________,  2006 ("Trust  Agreement"),
we are requesting for  our  working capital  purposes  that  you deliver  to  us
$______________  representing  one-half the income  earned on the Property  from
___________ to ___________. In accordance with the terms of the Trust Agreement,
you are hereby  directed and  authorized to transfer said amount,  less any fees
due the Trustee  pursuant to Section  3(c) of the Trust  Agreement,  immediately
upon your receipt of this letter to the Company's operating account at:

Bank:                       [_______________]
ABA #:                      [_______________]
Account Name:                                .
Account Number:             [_______________]
Reference:                  Distribution of Income Earned on Trust Property

Very truly yours,

By:_______________________________________
<PAGE>


                                    EXHIBIT D

                 AUTHORIZED INDIVIDUAL(S) AND TELEPHONE NUMBERS

                       AUTHORIZED FOR TELEPHONE CALL BACK

COMPANY:       China Pacific Acquisition Corp.
               43/F Jardine House
               1 Connaught Place
               Hong Kong, China
               Attention: Dato' Sin Just Wong
               Telephone: 011-852-2533-9898


TRUSTEE:       Continental Stock Transfer  & Trust Company
               17 Battery Place
               8th Floor
               New York, New York 10004
               Attn:   Steven Nelson, President
               Telephone:   (212) 845-3202
<PAGE>


                                   SCHEDULE A

                  Schedule of fees pursuant to Section 3(c) of
                     Investment Management Trust Agreement
                   between China Pacific Acquisition Corp. and
                   Continental Stock Transfer & Trust Company


------------------------------ ------------------------------- -----------------
FEE ITEM                       TIME AND METHOD OF PAYMENT      AMOUNT
------------------------------ ------------------------------- -----------------
Initial acceptance fee         Initial closing of IPO by       $1,000
                               wire transfer
------------------------------ ------------------------------- -----------------
Annual fee                     First year, initial closing     $3,000
                               of IPO by wire transfer;
                               thereafter on the anniversary
                               of the effective date of the
                               IPO by wire transfer or check
------------------------------ ------------------------------- -----------------
Transaction  processing fee    Deduction by Trustee from       $250
for disbursements to Company   disbursement made to
under Sections 2(a) and 2(b)   Company under Section 2(b)
------------------------------ ------------------------------- -----------------

                                        Agreed:
Dated:  ____________
                                        China Pacific Acquisition Corp.

                                        By:_______________________________
                                                  Authorized Officer

                                        Continental Stock Transfer & Trust Co.


                                        By: _______________________________
                                                  Authorized Officer