Exhibit 10.3

                             STOCK ESCROW AGREEMENT

        This  STOCK   ESCROW   AGREEMENT  is  made  as  of  ____  _,  2007  (the
"AGREEMENT"),   by  and  among  CHINA  PACIFIC  ACQUISITION  CORP.,  a  Delaware
corporation (the "COMPANY"),  DATO' SIN JUST WONG, an individual residing in the
Special  Administrative  Region of Hong Kong and MATTHEW MCGOVERN, an individual
residing in the State of California  (collectively  "INITIAL  STOCKHOLDERS") and
CONTINENTAL STOCK TRANSFER & TRUST COMPANY,  a New York corporation (the "ESCROW
AGENT").

        WHEREAS, the Company has entered into an Underwriting  Agreement,  dated
____, 2007 (the "UNDERWRITING AGREEMENT"),  with W.R. Hambrecht + Co, LLC acting
as   representative   of   the   several   underwriters    (collectively,    the
"UNDERWRITERS"),  pursuant to which, among other matters,  the Underwriters have
agreed to purchase up to 8,625,000 units (the "UNITS") of the Company. Each Unit
consists of one share of the Company's  Common Stock, par value $.0005 per share
(the "COMMON  STOCK"),  and one  Warrant,  each Warrant to purchase one share of
Common Stock,  all as more fully  described in the Company's  final  Prospectus,
dated  _____________  2007 (the  "PROSPECTUS")  comprising part of the Company's
Registration Statement on Form S 1 (File No. _________) under the Securities Act
of 1933,  as amended  (the  "REGISTRATION  STATEMENT"),  declared  effective  on
__________ 2008 (the "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 and their
Warrants to Purchase  Common Stock of the Company,  as set forth  opposite their
respective names in EXHIBIT A-1 attached hereto (the "FOUNDERS' SECURITIES") AND
EXHIBIT  A-2  attached   hereto  (the  "PRIVATE   PLACEMENT   SECURITIES",   and
collectively with the Founders' Securities, the "ESCROW SECURITIES"),  in escrow
as hereinafter provided.

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

        3.      DISBURSEMENT  OF THE ESCROW  SECURITIES.  The Escrow Agent shall
hold the Private Placement Securities until six months after the consummation of
the initial business combination (as such
<PAGE>


term is defined in the  Prospectus),  such period during which the securities in
question shall remain subject to this Agreement,  the "ESCROW PERIOD"), on which
respective  date  it  shall,   upon  written   instructions  from  each  Initial
Stockholder,  disburse each of the Initial  Stockholder's  Escrow  Securities to
such  Initial  Stockholder;  provided,  however,  that if the  Escrow  Agent  is
notified  by the Company  pursuant  to Section  6.6 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 Securities and;
provided further,  that if, after the Company consummates a Business Combination
(as such  term is  defined  in the  Prospectus),  it (or the  surviving  entity)
subsequently consummates a liquidation,  merger, stock exchange or other similar
transaction  which results in all of the  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 receipt of a certificate, executed by
the Chief Executive Officer or Chief Financial  Officer of the Company,  in form
reasonably  acceptable to the Escrow Agent,  that such transaction is then being
consummated,  release the Escrow  Securities  to the Initial  Stockholders  upon
consummation  of the  transaction  so that they can similarly  participate.  The
Escrow Agent shall have no further duties  hereunder  after the  disbursement or
destruction of the Escrow Securities in accordance with this Section 3.

        4.      Rights of Initial Stockholders in Escrow Securities.

                4.1     VOTING RIGHTS AS A STOCKHOLDER. 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 any  Escrow
Securities entitled to vote.

                4.2     DIVIDENDS  AND OTHER  DISTRIBUTIONS  IN  RESPECT  OF THE
ESCROW SECURITIES.  During the Escrow Period, all dividends payable in cash with
respect to the Escrow Securities shall be paid to the Initial Stockholders,  but
all  dividends  payable  in stock  or other  non-cash  property  (the  "NON-CASH
DIVIDENDS")  shall be delivered to the Escrow Agent to hold in  accordance  with
the terms hereof. As used herein,  the term "Escrow  Securities" 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
Securities  except  (i) by gift to a member of Initial  Stockholder's  immediate
family or to a trust,  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.

                4.4     INSIDER  LETTERS.  Each of the Initial  Stockholders has
executed  a  letter  agreement  with W.R.  Hambrecht + Co, LLC and the  Company,
dated  as of  [________],  2007,  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.

                                       2.
<PAGE>


        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.

                5.2     INDEMNIFICATION.  The Escrow Agent shall be  indemnified
and held  harmless by the  Company  from and  against  any  expenses,  including
reasonable 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 Securities
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
Securities  or it may  deposit  the  Escrow  Securities  with  the  clerk of any
appropriate  court or it may retain the Escrow  Securities  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
Securities 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
receive two hundred  dollars  ($200) per month for all  services  rendered by it
hereunder.  The Escrow  Agent shall also be entitled to  reimbursement  from the
Company for all reasonable 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.

                                       3.
<PAGE>


                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  Securities  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  Securities with any court
it reasonably 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.

                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.

                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 W R Hambrecht & Co, LLC.

                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:

               China Pacific Acquisition Corp.
               43/F Jardine House
               1 Connaught Place
               Hong Kong, China
               Attention: Dato' Sin Just Wong, Chairman of the Board of
                          Directors and Chief Executive Officer

                                       4.
<PAGE>


               With a copy to:

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

               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

               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 Registration Statement.

                                       5.
<PAGE>


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

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

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





                                            INITIAL STOCKHOLDERS:



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

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

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

                                       6.
<PAGE>


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



                                        INITIAL STOCKHOLDERS:




                                        ----------------------------------------
                                        DATO' SIN JUST WONG



                                        ----------------------------------------
                                        MATTHEW MCGOVERN



                                       7.
<PAGE>


                                   EXHIBIT A-1



 NAME AND ADDRESS OF                   NUMBER OF         STOCK         NUMBER OF
 INITIAL STOCKHOLDER                 COMMON STOCK  CERTIFICATE NUMBER  WARRANTS
-----------------------------------  ------------  ------------------  ---------
Dato' Sin Just Wong                  1,078,125         [_______]           0
China Pacific Acquisition Corp.
43/F Jardine House
1 Connaught Place
Hong Kong, China

-----------------------------------  ------------  ------------------  ---------
Matthew McGovern                     1,078,125         [_______]           0
China Pacific Acquisition Corp.
43/F Jardine House
1 Connaught Place
Hong Kong, China




<PAGE>


                                   EXHIBIT A-2


 NAME AND ADDRESS OF                   NUMBER OF         STOCK         NUMBER OF
 INITIAL STOCKHOLDER                 COMMON STOCK  CERTIFICATE NUMBER  WARRANTS
-----------------------------------  ------------  ------------------  ---------
Dato' Sin Just Wong                        0           [________]       600,000
China Pacific Acquisition Corp.
43/F Jardine House
1 Connaught Place
Hong Kong, China

-----------------------------------  ------------  ------------------  ---------
Matthew McGovern                           0           [________]       600,000
China Pacific Acquisition Corp.
43/F Jardine House
1 Connaught Place
Hong Kong, China