EXHIBIT 10.5

                          REGISTRATION RIGHTS AGREEMENT

        THIS REGISTRATION RIGHTS AGREEMENT (this "AGREEMENT") is entered into as
of the ____ day of _____, 2006, by and among, China Pacific Acquisition Corp., a
Delaware  corporation (the "COMPANY");  and the undersigned parties listed under
Investor on the signature page hereto (each, an "INVESTOR" and collectively, the
"INVESTORS").

        WHEREAS,  the Investors currently hold all of the issued and outstanding
securities of the Company;

        WHEREAS,  the  Investors  and the  Company  desire  to enter  into  this
Agreement  to  provide  the  Investors  with  certain  rights  relating  to  the
registration  of shares of Common  Stock,  Warrants  and Warrant  Shares held by
them;

        NOW, THEREFORE,  in consideration of the mutual covenants and agreements
set forth herein, and for other good and valuable consideration, the receipt and
sufficiency  of which are  hereby  acknowledged,  the  parties  hereto  agree as
follows:

        1.      DEFINITIONS.  The following  capitalized  terms used herein have
                the following meanings:

        "AGREEMENT" means this Agreement, as amended, restated, supplemented, or
otherwise modified from time to time.

        "COMMISSION" means the Securities and Exchange Commission,  or any other
federal agency then administering the Securities Act or the Exchange Act.

        "COMMON  STOCK" means the common stock,  par value $0.0005 per share, of
the Company.

        "COMPANY" is defined in the preamble to this Agreement.

        "DEMAND REGISTRATION" is defined in Section 2.1.1.

        "DEMANDING HOLDER" is defined in Section 2.1.1.

        "EXCHANGE  ACT" means the  Securities  Exchange Act of 1934, as amended,
and the rules and regulations of the Commission promulgated  thereunder,  all as
the same shall be in effect at the time.

        "FORM S-3" is defined in Section 2.3.

        "INDEMNIFIED PARTY" is defined in Section 4.3.

        "INDEMNIFYING PARTY" is defined in Section 4.3.

        "INVESTOR" is defined in the preamble to this Agreement.

        "INVESTOR INDEMNIFIED PARTY" is defined in Section 4.1.

        "MAXIMUM NUMBER OF SHARES" is defined in Section 2.1.4.

        "NOTICES" is defined in Section 6.3.
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        "PIGGY-BACK REGISTRATION" is defined in Section 2.2.1.

        "REGISTER,"  REGISTERED" and "REGISTRATION" mean a registration effected
by  preparing  and  filing a  registration  statement  or  similar  document  in
compliance with the requirements of the Securities Act, and the applicable rules
and regulations promulgated thereunder, and such registration statement becoming
effective.

        "REGISTRABLE  SECURITIES"  mean  all  of the  shares  of  Common  Stock,
Warrants and Warrant Shares owned or held by Investors.  Registrable  Securities
include any warrants, shares of capital stock or other securities of the Company
issued as a dividend or other distribution with respect to or in exchange for or
in replacement of such shares of Common Stock. As to any particular  Registrable
Securities, such securities shall cease to be Registrable Securities when: (a) a
Registration  Statement with respect to the sale of such  securities  shall have
become  effective under the Securities Act and such  securities  shall have been
sold, transferred, disposed of or exchanged in accordance with such Registration
Statement;  (b) such  securities  shall  have been  otherwise  transferred,  new
certificates  for them not bearing a legend  restricting  further transfer shall
have been delivered by the Company and subsequent  public  distribution  of them
shall not require  registration  under the Securities  Act; (c) such  securities
shall have ceased to be  outstanding,  or (d) the Commission  makes a definitive
determination  to the Company that the Registrable  Securities are salable under
Rule 144(k).

        "REGISTRATION  STATEMENT"  means a registration  statement  filed by the
Company with the Commission in compliance  with the Securities Act and the rules
and regulations  promulgated thereunder for a public offering and sale of Common
Stock  (other than a  registration  statement  on Form S-4 or Form S-8, or their
successors,  or any registration  statement covering only securities proposed to
be issued in exchange for securities or assets of another entity).

        "SECURITIES  ACT" means the Securities Act of 1933, as amended,  and the
rules and regulations of the Commission promulgated thereunder,  all as the same
shall be in effect at the time.

        "WARRANTS" means the 1,200,000  warrants,  each to purchase one share of
Common Stock issued to the Investors in the aggregate by the Company.

        "WARRANT SHARES" means the shares of Common Stock issuable upon exercise
of the Warrants.

        "UNDERWRITER"  means a securities  dealer who purchases any  Registrable
Securities  as  principal  in an  underwritten  offering and not as part of such
dealer's market-making activities.

        2.      REGISTRATION RIGHTS.

                2.1     DEMAND REGISTRATION.

                        2.1.1   REQUEST FOR  REGISTRATION.  At any time and from
time to time after the date which is six (6) months after the  consummation of a
Business  Combination (as such term is defined in the  Registration  Statement),
the holders of a majority-in-interest  of the Registrable Securities held by the
Investors or the  permitted  transferees  of the  Investors,  may make a written
demand  for  registration  under  the  Securities  Act of all or part  of  their
Registrable  Securities  (a  "DEMAND  REGISTRATION").  Any  demand  for a Demand
Registration  shall  specify  the  number of shares  of  Registrable  Securities
proposed to be sold and the intended  method(s)  of  distribution  thereof.  The
Company will notify all holders of  Registrable  Securities  of the demand,  and
each holder of Registrable  Securities who wishes to include all or a portion of
such  holder's  Registrable  Securities  in the Demand  Registration  (each such
holder  including  shares of  Registrable  Securities  in such  registration,  a
"DEMANDING  HOLDER")  shall so notify the Company within fifteen (15) days after
the receipt by the holder of the notice from the Company. Upon any such request,
the  Demanding  Holders shall be entitled to have their  Registrable  Securities
included in the Demand Registration, subject to
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Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not
be obligated to effect more than an aggregate of three (3) Demand  Registrations
under this Section 2.1.1 in respect of Registrable Securities.

                        2.1.2   EFFECTIVE REGISTRATION.  A registration will not
count as a Demand  Registration until the Registration  Statement filed with the
Commission with respect to such Demand  Registration has been declared effective
and the Company has complied with all of its  obligations  under this  Agreement
with  respect  thereto;  provided,  however,  that if,  after such  Registration
Statement has been declared  effective,  the offering of Registrable  Securities
pursuant  to a Demand  Registration  is  interfered  with by any  stop  order or
injunction of the  Commission  or any other  governmental  agency or court,  the
Registration  Statement with respect to such Demand  Registration will be deemed
not to have been declared  effective,  unless and until,  (i) such stop order or
injunction  is  removed,   rescinded  or  otherwise   terminated,   and  (ii)  a
majority-in-interest  of the Demanding Holders  thereafter elect to continue the
offering;  provided,  further, that the Company shall not be obligated to file a
second Registration Statement until a Registration Statement that has been filed
is counted as a Demand Registration or is terminated.

                        2.1.3   UNDERWRITTEN OFFERING. If a majority-in-interest
of the Demanding Holders so elect and such holders so advise the Company as part
of  their  written  demand  for a  Demand  Registration,  the  offering  of such
Registrable Securities pursuant to such Demand Registration shall be in the form
of an underwritten  offering.  In such event, the right of any holder to include
its Registrable  Securities in such registration  shall be conditioned upon such
holder's  participation in such  underwriting and the inclusion of such holder's
Registrable  Securities in the underwriting to the extent provided  herein.  All
Demanding  Holders  proposing  to  distribute  their  securities   through  such
underwriting  shall enter into an underwriting  agreement in customary form with
the   Underwriter  or   Underwriters   selected  for  such   underwriting  by  a
majority-in-interest of the holders initiating the Demand Registration.

                        2.1.4   REDUCTION   OF   OFFERING.   If   the   managing
Underwriter  or  Underwriters  for  a  Demand  Registration  that  is  to  be an
underwritten  offering advises the Company and the Demanding  Holders in writing
that the dollar amount or number of shares of Registrable  Securities  which the
Demanding Holders desire to sell, taken together with all other shares of Common
Stock or other  securities  which the Company  desires to sell and the shares of
Common Stock, if any, as to which  registration  has been requested  pursuant to
written contractual piggyback  registration rights held by other stockholders of
the Company who desire to sell,  exceeds  the maximum  dollar  amount or maximum
number of shares that can be sold in such offering without  adversely  affecting
the  proposed  offering  price,  the timing,  the  distribution  method,  or the
probability  of success of such offering  (such maximum dollar amount or maximum
number of shares,  as  applicable,  the "MAXIMUM  NUMBER OF  SHARES"),  then the
Company  shall  include  in  such  registration:   (i)  first,  the  Registrable
Securities as to which Demand  Registration  has been requested by the Demanding
Holders  (PRO RATA in  accordance  with the  number  of  shares  of  Registrable
Securities  which  such  Demanding  Holder has  requested  be  included  in such
registration,  regardless of the number of shares of Registrable Securities held
by each Demanding  Holder) that can be sold without exceeding the Maximum Number
of Shares;  (ii) second, to the extent that the Maximum Number of Shares has not
been reached under the foregoing clause (i), the shares of Common Stock or other
securities that the Company  desires to sell that can be sold without  exceeding
the Maximum Number of Shares; (iii) third, to the extent that the Maximum Number
of Shares has not been reached  under the  foregoing  clauses (i) and (ii),  the
shares of Common  Stock for the  account of other  persons  that the  Company is
obligated to register  pursuant to written  contractual  arrangements  with such
persons and that can be sold without exceeding the Maximum Number of Shares; and
(iv)  fourth,  to the extent  that the  Maximum  Number of Shares  have not been
reached under the foregoing  clauses (i), (ii), and (iii),  the shares of Common
Stock that other stockholders  desire to sell that can be sold without exceeding
the Maximum Number of Shares.

                        2.1.5   WITHDRAWAL.  If a  majority-in-interest  of  the
Demanding  Holders  disapprove  of the  terms  of any  underwriting  or are  not
entitled to include all of their  Registrable  Securities in any offering,  such
majority-in-interest  of the  Demanding  Holders may elect to withdraw from such
offering  by  giving  written  notice  to the  Company  and the  Underwriter  or
underwriters  of their  request to withdraw  prior to the  effectiveness  of the

<PAGE>


Registration  Statement  filed with the  Commission  with respect to such Demand
Registration.  If the  majority-in-interest  of the Demanding  Holders withdraws
from  a  proposed  offering  relating  to  a  Demand  Registration,   then  such
registration  shall not count as a Demand  Registration  provided for in Section
2.1.1.

                2.2     PIGGY-BACK REGISTRATION.

                        2.2.1 PIGGY-BACK  RIGHTS.  If at any time after the date
which is six (6) months after the  consummation  of a Business  Combination  the
Company proposes to file a Registration  Statement under the Securities Act with
respect to an offering of equity securities,  or securities or other obligations
exercisable or exchangeable for, or convertible into, equity securities,  by the
Company for its own account or for stockholders of the Company for their account
(or by the  Company  and by  stockholders  of  the  Company  including,  without
limitation,  pursuant to Section 2.1),  other than a Registration  Statement (i)
filed in connection  with any employee stock option or other benefit plan,  (ii)
for an exchange offer or offering of securities solely to the Company's existing
stockholders,  (iii) for an  offering  of debt that is  convertible  into equity
securities  of the Company or (iv) for a dividend  reinvestment  plan,  then the
Company shall (x) give written notice of such proposed  filing to the holders of
Registrable Securities as soon as practicable but in no event less than ten (10)
days before the anticipated  filing date, which notice shall describe the amount
and type of securities to be included in such offering,  the intended  method(s)
of  distribution,   and  the  name  of  the  proposed  managing  Underwriter  or
Underwriters,  if  any,  of the  offering,  and  (y)  offer  to the  holders  of
Registrable  Securities in such notice the  opportunity  to register the sale of
such number of shares of  Registrable  Securities as such holders may request in
writing  within five (5) days  following  receipt of such notice (a  "PIGGY-BACK
REGISTRATION").  The  Company  shall  cause such  Registrable  Securities  to be
included  in such  registration  and  shall  use its best  efforts  to cause the
managing  Underwriter or  Underwriters  of a proposed  underwritten  offering to
permit the  Registrable  Securities  requested  to be included  in a  Piggy-back
Registration  to be  included  on the same terms and  conditions  as any similar
securities  of the Company and to permit the sale or other  disposition  of such
Registrable Securities in accordance with the intended method(s) of distribution
thereof.  All holders of Registrable  Securities  proposing to distribute  their
securities  through a Piggy-Back  Registration  that involves an  Underwriter or
Underwriters  shall enter into an underwriting  agreement in customary form with
the Underwriter or Underwriters selected for such Piggy-back Registration.

                        2.2.2   REDUCTION   OF   OFFERING.   If   the   managing
Underwriter  or  Underwriters  for a  Piggy-back  Registration  that is to be an
underwritten  offering  advises  the  Company  and the  holders  of  Registrable
Securities in writing that the dollar amount or number of shares of Common Stock
which the Company  desires to sell,  taken together with shares of Common Stock,
if  any,  as to  which  registration  has  been  demanded  pursuant  to  written
contractual  arrangements  with  persons  other than the holders of  Registrable
Securities  hereunder,  the Registrable  Securities as to which registration has
been requested  under this Section 2.2, and the shares of Common Stock,  if any,
as to which registration has been requested pursuant to the written  contractual
piggy-back registration rights of other stockholders of the Company, exceeds the
Maximum  Number  of  Shares,   then  the  Company  shall  include  in  any  such
registration:

                        (i)     If  the   registration  is  undertaken  for  the
Company's  account:  (A) first,  the shares of Common Stock or other  securities
that the Company desires to sell that can be sold without  exceeding the Maximum
Number of Shares;  (B) second,  to the extent that the Maximum  Number of Shares
has not been reached under the foregoing clause (A), the shares of Common Stock,
if any, including the Registrable Securities,  as to which registration has been
requested  pursuant to written  contractual  piggy-back  registration  rights of
security  holders  (pro rata in  accordance  with the number of shares of Common
Stock  which each such  person has  actually  requested  to be  included in such
registration, regardless of the number of shares of Common Stock with respect to
which such persons have the right to request  such  inclusion)  that can be sold
without exceeding the Maximum Number of Shares; and

                        (ii)    If the  registration is a "demand"  registration
undertaken  at the demand of  persons  other  than the

<PAGE>


holders of Registrable  Securities pursuant to written contractual  arrangements
with such persons,  (A) first, the shares of Common Stock for the account of the
demanding  persons  that can be sold  without  exceeding  the Maximum  Number of
Shares; (B) second, to the extent that the Maximum Number of Shares has not been
reached  under the  foregoing  clause (A),  the shares of Common  Stock or other
securities that the Company  desires to sell that can be sold without  exceeding
the  Maximum  Number of Shares;  and (C) third,  to the extent  that the Maximum
Number of Shares has not been reached under the  foregoing  clauses (A) and (B),
the  Registrable  Securities as to which  registration  has been requested under
this  Section  2.2  (PRO  RATA in  accordance  with  the  number  of  shares  of
Registrable  Securities held by each such holder); and (D) fourth, to the extent
that the  Maximum  Number of Shares  has not been  reached  under the  foregoing
clauses  (A),  (B) and (C),  the  shares of Common  Stock,  if any,  as to which
registration  has been  requested  pursuant  to written  contractual  piggy-back
registration  rights  which other  stockholders  desire to sell that can be sold
without exceeding the Maximum Number of Shares.

                        2.2.3   WITHDRAWAL. Any holder of Registrable Securities
may elect to  withdraw  such  holder's  request  for  inclusion  of  Registrable
Securities  in any  Piggy-back  Registration  by  giving  written  notice to the
Company  of  such  request  to  withdraw  prior  to  the  effectiveness  of  the
Registration  Statement.  The Company may also elect to withdraw a  registration
statement at any time prior to the effectiveness of the Registration  Statement.
Notwithstanding any such withdrawal, the Company shall pay all expenses incurred
by the holders of  Registrable  Securities  in connection  with such  Piggy-back
Registration as provided in Section 3.3.

                2.3     REGISTRATION  ON FORM S-3.  The  holders of  Registrable
Securities  may at any time and from time to time,  request in writing  that the
Company register the resale of any or all of such Registrable Securities on Form
S-3 or any similar  short-form  registration which may be available at such time
("FORM  S-3");  provided,  however,  that the Company  shall not be obligated to
effect such  request  through an  underwritten  offering.  Upon  receipt of such
written  request,  the Company will promptly give written notice of the proposed
registration  to all other holders of  Registrable  Securities,  and, as soon as
practicable  thereafter,  effect the registration of all or such portion of such
holder's or holders'  Registrable  Securities  as are specified in such request,
together  with all or such portion of the  Registrable  Securities  of any other
holder or holders  joining in such request as are specified in a written request
given  within  fifteen (15) days after  receipt of such written  notice from the
Company;  provided,  however,  that the Company shall not be obligated to effect
any such  registration  pursuant  to this  Section  2.3:  (i) if Form S-3 is not
available  for  such  offering;  or  (ii)  if the  holders  of  the  Registrable
Securities,  together  with the holders of any other  securities  of the Company
entitled  to  inclusion  in  such  registration,  propose  to  sell  Registrable
Securities  and such other  securities  (if any) at any  aggregate  price to the
public of less than $500,000.  Registrations  effected  pursuant to this Section
2.3 shall not be counted as Demand  Registrations  effected  pursuant to Section
2.1.

        3.      REGISTRATION PROCEDURES.

                3.1     FILINGS;  INFORMATION.  Whenever the Company is required
to effect the registration of any Registrable  Securities pursuant to Section 2,
the Company  shall use its best efforts to effect the  registration  and sale of
such  Registrable  Securities  in  accordance  with the  intended  method(s)  of
distribution thereof as expeditiously as practicable, and in connection with any
such request:

                        3.1.1   FILING  REGISTRATION   STATEMENT.   The  Company
shall,  as  expeditiously  as possible  and in any event  within sixty (60) days
after  receipt of a request for a Demand  Registration  pursuant to Section 2.1,
prepare and file with the  Commission a  Registration  Statement on any form for
which the Company  then  qualifies or which  counsel for the Company  shall deem
appropriate  and which form shall be available  for the sale of all  Registrable
Securities to be registered thereunder in accordance with the intended method(s)
of  distribution  thereof,  and  shall  use  its  best  efforts  to  cause  such
Registration Statement to become and remain effective for the period required by
Section 3.1.3; provided, however, that the Company shall have the right to defer
any  Demand  Registration  for  up to  thirty  (30)  days,  and  any  Piggy-back
Registration  for such period as may be  applicable  to  deferment of any demand
registration to which such PiggyBack  Registration  relates, in each case if the
Company shall furnish to the holders
<PAGE>


a certificate signed by the Chief Executive Officer of the Company stating that,
in the good faith judgment of the Board of Directors of the Company, it would be
materially detrimental to the Company and its stockholders for such Registration
Statement  to be  effected at such time;  provided,  further  however,  that the
Company  shall  not have the  right  to  exercise  the  right  set  forth in the
immediately preceding proviso more than once in any 365-day period in respect of
a Demand Registration hereunder.

                        3.1.2   COPIES.  The  Company  shall,  prior to filing a
Registration  Statement or prospectus,  or any amendment or supplement  thereto,
furnish without charge to the holders of Registrable Securities included in such
registration,  and such  holders'  legal  counsel,  copies of such  Registration
Statement  as  proposed  to be filed,  each  amendment  and  supplement  to such
Registration  Statement  (in  each  case  including  all  exhibits  thereto  and
documents  incorporated by reference  therein),  the prospectus included in such
Registration Statement (including each preliminary  prospectus),  and such other
documents as the holders of Registrable Securities included in such registration
or legal  counsel for any such  holders may request in order to  facilitate  the
disposition of the Registrable Securities owned by such holders.

                        3.1.3   AMENDMENTS  AND  SUPPLEMENTS.  The Company shall
prepare and file with the Commission such amendments,  including  post-effective
amendments,  and supplements to such  Registration  Statement and the prospectus
used in  connection  therewith  as may be  necessary  to keep such  Registration
Statement  effective and in compliance with the provisions of the Securities Act
until  all  Registrable   Securities  and  other  securities   covered  by  such
Registration  Statement  have been disposed of in  accordance  with the intended
method(s) of distribution set forth in such Registration Statement (which period
shall not exceed the sum of one hundred eighty (180) days plus any period during
which any such disposition is interfered with by any stop order or injunction of
the Commission or any governmental agency or court) or such securities have been
withdrawn.

                        3.1.4   NOTIFICATION. After the filing of a Registration
Statement,  the  Company  shall  promptly,  and in no  event  more  than two (2)
business days after such filing,  notify the holders of  Registrable  Securities
included in such Registration Statement of such filing, and shall further notify
such holders  promptly  and confirm such advice in writing in all events  within
two (2) business days of the occurrence of any of the  following:  (i) when such
Registration Statement becomes effective; (ii) when any post-effective amendment
to  such  Registration  Statement  becomes  effective;  (iii)  the  issuance  or
threatened  issuance by the  Commission of any stop order (and the Company shall
take all  actions  required to prevent the entry of such stop order or to remove
it if  entered);  and (iv) any request by the  Commission  for any  amendment or
supplement to such Registration  Statement or any prospectus relating thereto or
for  additional  information  or of the  occurrence  of an event  requiring  the
preparation  of a  supplement  or  amendment  to such  prospectus  so  that,  as
thereafter  delivered  to the  purchasers  of the  securities  covered  by  such
Registration Statement,  such prospectus will not contain an untrue statement of
a material fact or omit to state any material fact required to be stated therein
or necessary to make the statements  therein not  misleading,  and promptly make
available to the holders of Registrable Securities included in such Registration
Statement any such  supplement or amendment;  except that before filing with the
Commission a Registration Statement or prospectus or any amendment or supplement
thereto,  including  documents  incorporated  by  reference,  the Company  shall
furnish to the holders of Registrable  Securities  included in such Registration
Statement  and to the legal  counsel  for any such  holders,  copies of all such
documents proposed to be filed sufficiently in advance of filing to provide such
holders and legal counsel with a reasonable opportunity to review such documents
and comment thereon,  and the Company shall not file any Registration  Statement
or  prospectus  or  amendment  or  supplement   thereto,   including   documents
incorporated  by  reference,  to which such holders or their legal counsel shall
object.

                        3.1.5   STATE  SECURITIES  LAW  COMPLIANCE.  The Company
shall use its best efforts to (i) register or qualify the Registrable Securities
covered by the  Registration  Statement under such securities or "blue sky" laws
of such  jurisdictions  in the  United  States  as the  holders  of  Registrable
Securities  included in such Registration  Statement (in light of their intended
plan of  distribution)  may request and (ii) take such action necessary to cause
such  Registrable  Securities  covered  by  the  Registration  Statement  to  be
registered  with or approved by such other
<PAGE>


Governmental  Authorities  as may be  necessary  by virtue of the  business  and
operations  of the  Company and do any and all other acts and things that may be
necessary or advisable to enable the holders of Registrable  Securities included
in such Registration Statement to consummate the disposition of such Registrable
Securities in such jurisdictions;  provided, however, that the Company shall not
be required to qualify  generally  to do business in any  jurisdiction  where it
would not otherwise be required to qualify but for this Section 3.1.5 or subject
itself to taxation in any such jurisdiction.

                        3.1.6   AGREEMENTS  FOR  DISPOSITION.  The Company shall
enter into  customary  agreements  (including,  if applicable,  an  underwriting
agreement  in  customary  form) and take such other  actions  as are  reasonably
required in order to expedite or facilitate the disposition of such  Registrable
Securities. The representations,  warranties and covenants of the Company in any
underwriting agreement which are made to or for the benefit of any Underwriters,
to the  extent  applicable,  shall  also be made to and for the  benefit  of the
holders of Registrable  Securities included in such registration  statement.  No
holder of Registrable  Securities included in such registration  statement shall
be  required  to make any  representations  or  warranties  in the  underwriting
agreement  except,  if applicable,  with respect to such holder's  organization,
good standing,  authority, title to Registrable Securities,  lack of conflict of
such sale with such holder's material  agreements and organizational  documents,
and with respect to written information relating to such holder that such holder
has furnished in writing expressly for inclusion in such Registration Statement.

                        3.1.7   COOPERATION.  The principal executive officer of
the Company,  the  principal  financial  officer of the Company,  the  principal
accounting  officer of the  Company  and all other  officers  and members of the
management of the Company shall  cooperate  fully in any offering of Registrable
Securities hereunder,  which cooperation shall include, without limitation,  the
preparation of the Registration  Statement with respect to such offering and all
other offering  materials and related  documents,  and participation in meetings
with Underwriters, attorneys, accountants and potential investors.

                        3.1.8   RECORDS.  The Company  shall make  available for
inspection  by  the  holders  of   Registrable   Securities   included  in  such
Registration  Statement,  any  Underwriter   participating  in  any  disposition
pursuant to such  registration  statement and any attorney,  accountant or other
professional  retained by any holder of Registrable  Securities included in such
Registration  Statement or any  Underwriter,  all financial  and other  records,
pertinent  corporate  documents  and  properties  of the  Company,  as  shall be
necessary to enable them to exercise  their due  diligence  responsibility,  and
cause the Company's officers,  directors and employees to supply all information
requested by any of them in connection with such Registration Statement.

                        3.1.9   OPINIONS AND COMFORT LETTERS.  The Company shall
furnish to each holder of Registrable  Securities  included in any  Registration
Statement a signed counterpart,  addressed to such holder, of (i) any opinion of
counsel to the Company  delivered to any Underwriter and (ii) any comfort letter
from the Company's  independent public accountants delivered to any underwriter.
In the event no legal opinion is delivered to any Underwriter, the Company shall
furnish to each holder of Registrable  Securities  included in such Registration
Statement,  at any time that such holder elects to use a prospectus,  an opinion
of  counsel  to the  Company  to the  effect  that  the  Registration  Statement
containing such prospectus has been declared effective and that no stop order is
in effect.

                        3.1.10  EARNINGS  STATEMENT.  The Company  shall  comply
with all applicable  rules and  regulations of the Commission and the Securities
Act, and make available to its stockholders, as soon as practicable, an earnings
statement  covering a period of twelve (12) months,  beginning  within three (3)
months after the effective date of the  registration  statement,  which earnings
statement  shall satisfy the  provisions of Section 11(a) of the  Securities Act
and Rule 158 thereunder.

                        3.1.11  LISTING.  The Company shall use its best efforts
to cause all Registrable Securities included in any registration to be listed on
such exchanges or otherwise designated for trading in the same manner as similar

<PAGE>


securities  issued by the Company are then listed or  designated  or, if no such
similar  securities are then listed or designated,  in a manner  satisfactory to
the  holders  of a  majority  of the  Registrable  Securities  included  in such
registration.

                3.2     OBLIGATION TO SUSPEND DISTRIBUTION.  Upon receipt of any
notice from the Company of the  happening of any event of the kind  described in
Section 3.1.4(iv), or, in the case of a resale registration on Form S-3 pursuant
to Section 2.3 hereof, upon any suspension by the Company, pursuant to a written
insider trading  compliance program adopted by the Company's Board of Directors,
of the  ability of all  "insiders"  covered by such  program to  transact in the
Company's   securities   because  of  the   existence  of  material   non-public
information,  each holder of Registrable Securities included in any registration
shall  immediately   discontinue  disposition  of  such  Registrable  Securities
pursuant to the  Registration  Statement  covering such  Registrable  Securities
until such holder receives the supplemented or amended  prospectus  contemplated
by Section 3.1.4(iv) or the restriction on the ability of "insiders" to transact
in the Company's  securities is removed,  as applicable,  and, if so directed by
the Company, each such holder will deliver to the Company all copies, other than
permanent  file  copies  then in such  holder's  possession,  of the most recent
prospectus  covering such Registrable  Securities at the time of receipt of such
notice.

                3.3     REGISTRATION  EXPENSES. The Company shall bear all costs
and expenses  incurred in connection  with any Demand  Registration  pursuant to
Section  2.1,  any  Piggy-back  Registration  pursuant to Section  2.2,  and any
registration  on Form S-3  effected  pursuant to Section  2.3,  and all expenses
incurred  in  performing  or  complying  with its other  obligations  under this
Agreement,   whether  or  not  the  Registration  Statement  becomes  effective,
including,  without limitation:  (i) all registration and filing fees; (ii) fees
and expenses of compliance  with  securities or "blue sky" laws  (including fees
and  disbursements of counsel in connection with blue sky  qualifications of the
Registrable  Securities);  (iii) printing expenses;  (iv) the Company's internal
expenses  (including,  without  limitation,  all  salaries  and  expenses of its
officers and employees);  (v) the fees and expenses  incurred in connection with
the listing of the Registrable  Securities as required by Section  3.1.11;  (vi)
National   Association  of  Securities  Dealers,   Inc.  fees;  (vii)  fees  and
disbursements  of counsel for the Company and fees and expenses for  independent
certified public accountants  retained by the Company (including the expenses or
costs associated with the delivery of any opinions or comfort letters  requested
pursuant to Section 3.1.9);  (viii) the fees and expenses of any special experts
retained by the Company in connection with such  registration  and (ix) the fees
and   expenses   of  one  legal   counsel   selected   by  the   holders   of  a
majority-in-interest   of  the   Registrable   Securities   included   in   such
registration.  The  Company  shall have no  obligation  to pay any  underwriting
discounts or selling  commissions  attributable  to the  Registrable  Securities
being sold by the  holders  thereof,  which  underwriting  discounts  or selling
commissions  shall be borne by such holders.  Additionally,  in an  underwritten
offering,  all selling  stockholders  and the Company shall bear the expenses of
the underwriter  pro rata in proportion to the respective  amount of shares each
is selling in such offering.

                3.4     INFORMATION. The holders of Registrable Securities shall
provide such  information as may reasonably be requested by the Company,  or the
managing  Underwriter,  if  any,  in  connection  with  the  preparation  of any
Registration  Statement,  including amendments and supplements thereto, in order
to effect the  registration of any Registrable  Securities  under the Securities
Act pursuant to Section 2 and in  connection  with the  Company's  obligation to
comply with federal and applicable state securities laws.

        4.      INDEMNIFICATION AND CONTRIBUTION.

                4.1     INDEMNIFICATION  BY THE COMPANY.  The Company  agrees to
indemnify and hold  harmless each Investor and each other holder of  Registrable
Securities,  and  each of  their  respective  officers,  employees,  affiliates,
directors, partners, members, attorneys and agents, and each person, if any, who
controls an Investor and each other holder of Registrable Securities (within the
meaning of Section 15 of the  Securities  Act or Section 20 of the Exchange Act)
(each, an "INVESTOR INDEMNIFIED PARTY"), from and against any expenses,  losses,
judgments, claims, damages or liabilities, whether joint or several, arising out
of or based upon any untrue statement (or allegedly
<PAGE>


untrue  statement) of a material fact  contained in any  Registration  Statement
under which the sale of such  Registrable  Securities was  registered  under the
Securities  Act,  any  preliminary  prospectus,   final  prospectus  or  summary
prospectus  contained  in  the  Registration  Statement,  or  any  amendment  or
supplement to such Registration  Statement,  or arising out of or based upon any
omission (or alleged  omission) to state a material  fact  required to be stated
therein or  necessary  to make the  statements  therein not  misleading,  or any
violation  by the  Company  of the  Securities  Act or any  rule  or  regulation
promulgated  thereunder  applicable  to the  Company  and  relating to action or
inaction required of the Company in connection with any such  registration;  and
the Company  shall  promptly  reimburse the Investor  Indemnified  Party for any
legal and any other expenses  reasonably  incurred by such Investor  Indemnified
Party in connection  with  investigating  and defending any such expense,  loss,
judgment,  claim,  damage,  liability  or action;  provided,  however,  that the
Company will not be liable in any such case to the extent that any such expense,
loss,  claim,  damage or  liability  arises  out of or is based  upon any untrue
statement or allegedly  untrue statement or omission or alleged omission made in
such  Registration  Statement,  preliminary  prospectus,  final  prospectus,  or
summary prospectus, or any such amendment or supplement, in reliance upon and in
conformity  with  information  furnished  to the  Company,  in writing,  by such
selling holder  expressly for use therein.  The Company also shall indemnify any
Underwriter  of  the  Registrable   Securities,   their  officers,   affiliates,
directors,  partners,  members  and agents and each  person  who  controls  such
Underwriter  on  substantially  the same  basis  as that of the  indemnification
provided above in this Section 4.1.

                4.2     INDEMNIFICATION  BY HOLDERS OF  REGISTRABLE  SECURITIES.
Each  selling  holder of  Registrable  Securities  will,  in the event  that any
registration  is being  effected  under  the  Securities  Act  pursuant  to this
Agreement of any Registrable  Securities held by such selling holder,  indemnify
and hold  harmless  the  Company,  each of its  directors  and officers and each
underwriter  (if any), and each other person,  if any, who controls such selling
holder or such underwriter within the meaning of the Securities Act, against any
losses,  claims,  judgments,  damages or liabilities,  whether joint or several,
insofar as such losses, claims, judgments, damages or liabilities (or actions in
respect  thereof)  arise  out of or are  based  upon  any  untrue  statement  or
allegedly  untrue  statement of a material  fact  contained in any  Registration
Statement  under which the sale of such  Registrable  Securities  was registered
under the  Securities  Act, any  preliminary  prospectus,  final  prospectus  or
summary prospectus contained in the Registration  Statement, or any amendment or
supplement to the Registration  Statement, or arise out of or are based upon any
omission or the alleged  omission to state a material fact required to be stated
therein or  necessary  to make the  statement  therein  not  misleading,  if the
statement  or  omission  was  made  in  reliance  upon  and in  conformity  with
information furnished in writing to the Company by such selling holder expressly
for use therein,  and shall  reimburse the Company,  its directors and officers,
and each such  controlling  person  for any legal or other  expenses  reasonably
incurred by any of them in connection with  investigation  or defending any such
loss, claim, damage,  liability or action. Each selling holder's indemnification
obligations hereunder shall be several and not joint and shall be limited to the
amount of any net proceeds actually received by such selling holder.

                4.3     CONDUCT OF INDEMNIFICATION  PROCEEDINGS.  Promptly after
receipt by any person of any notice of any loss,  claim,  damage or liability or
any action in respect of which  indemnity may be sought  pursuant to Section 4.1
or 4.2,  such  person (the  "INDEMNIFIED  PARTY")  shall,  if a claim in respect
thereof is to be made  against any other person for  indemnification  hereunder,
notify  such other  person  (the  "INDEMNIFYING  PARTY") in writing of the loss,
claim,  judgment,  damage,  liability  or action;  provided,  however,  that the
failure by the  Indemnified  Party to notify the  Indemnifying  Party  shall not
relieve the Indemnifying  Party from any liability which the Indemnifying  Party
may have to such Indemnified  Party  hereunder,  except and solely to the extent
the  Indemnifying  Party  is  actually   prejudiced  by  such  failure.  If  the
Indemnified Party is seeking indemnification with respect to any claim or action
brought  against the Indemnified  Party,  then the  Indemnifying  Party shall be
entitled  to  participate  in such claim or action,  and,  to the extent that it
wishes,  jointly with all other Indemnifying  Parties,  to assume control of the
defense thereof with counsel satisfactory to the Indemnified Party. After notice
from the Indemnifying  Party to the Indemnified  Party of its election to assume
control of the defense of such claim or action, the Indemnifying Party shall not
be liable to the Indemnified Party for any legal or other expenses  subsequently
incurred by the  Indemnified  Party in connection with the defense thereof other
than reasonable costs of investigation; provided,
<PAGE>


however,  that in any  action  in  which  both  the  Indemnified  Party  and the
Indemnifying Party are named as defendants, the Indemnified Party shall have the
right to employ separate counsel (but no more than one such separate counsel) to
represent the Indemnified  Party and its controlling  persons who may be subject
to  liability  arising  out of any claim in  respect of which  indemnity  may be
sought by the Indemnified  Party against the Indemnifying  Party,  with the fees
and  expenses of such  counsel to be paid by such  Indemnifying  Party if, based
upon the written opinion of counsel of such Indemnified Party, representation of
both  parties  by the same  counsel  would be  inappropriate  due to  actual  or
potential differing interests between them. No Indemnifying Party shall, without
the prior written consent of the Indemnified Party, consent to entry of judgment
or effect any  settlement  of any claim or pending or  threatened  proceeding in
respect  of  which  the  Indemnified  Party is or could  have  been a party  and
indemnity could have been sought  hereunder by such  Indemnified  Party,  unless
such  judgment  or  settlement   includes  an  unconditional   release  of  such
Indemnified Party from all liability arising out of such claim or proceeding.

                4.4     CONTRIBUTION.

                        4.4.1   If  the  indemnification  provided  for  in  the
foregoing  Sections 4.1, 4.2 and 4.3 is unavailable to any Indemnified  Party in
respect of any loss, claim, damage, liability or action referred to herein, then
each such Indemnifying  Party, in lieu of indemnifying  such Indemnified  Party,
shall  contribute to the amount paid or payable by such  Indemnified  Party as a
result of such loss, claim, damage, liability or action in such proportion as is
appropriate  to reflect the relative  fault of the  Indemnified  Parties and the
Indemnifying  Parties in connection with the actions or omissions which resulted
in such loss, claim, damage,  liability or action, as well as any other relevant
equitable  considerations.  The relative fault of any Indemnified  Party and any
Indemnifying  Party shall be  determined  by reference  to, among other  things,
whether  the  untrue or  alleged  untrue  statement  of a  material  fact or the
omission or alleged  omission to state a material  fact  relates to  information
supplied by such Indemnified Party or such  Indemnifying  Party and the parties'
relative intent, knowledge,  access to information and opportunity to correct or
prevent such statement or omission.

                        4.4.2   The  parties  hereto  agree that it would not be
just and equitable if contribution  pursuant to this Section 4.4 were determined
by PRO RATA allocation or by any other method of allocation  which does not take
account of the equitable considerations referred to in the immediately preceding
Section 4.4.1. The amount paid or payable by an Indemnified Party as a result of
any loss,  claim,  damage,  liability or action  referred to in the  immediately
preceding  paragraph shall be deemed to include,  subject to the limitations set
forth above, any legal or other expenses  incurred by such Indemnified  Party in
connection   with   investigating   or  defending  any  such  action  or  claim.
Notwithstanding  the  provisions  of this Section 4.4, no holder of  Registrable
Securities  shall be required to  contribute  any amount in excess of the dollar
amount of the net proceeds (after payment of any underwriting  fees,  discounts,
commissions  or  taxes)  actually  received  by such  holder  from  the  sale of
Registrable  Securities  which  gave rise to such  contribution  obligation.  No
person  guilty of  fraudulent  misrepresentation  (within the meaning of Section
11(f) of the Securities Act) shall be entitled to  contribution  from any person
who was not guilty of such fraudulent misrepresentation.

        5.      UNDERWRITING AND DISTRIBUTION.

                5.1     RULE 144. The Company  covenants  that it shall file any
reports required to be filed by it under the Securities Act and the Exchange Act
and shall take such further action as the holders of Registrable  Securities may
reasonably request,  all to the extent required from time to time to enable such
holders to sell Registrable Securities without registration under the Securities
Act within  the  limitation  of the  exemptions  provided  by Rule 144 under the
Securities  Act, as such Rules may be amended from time to time,  or any similar
Rule or regulation hereafter adopted by the Commission.
<PAGE>


        6.      MISCELLANEOUS.

                6.1     OTHER  REGISTRATION  RIGHTS.  The Company represents and
warrants that, as of the date of this Agreement,  no person, other than a holder
of the Registrable Securities,  has any right to require the Company to register
any shares of the Company's  capital stock for sale or to include  shares of the
Company's capital stock in any registration filed by the Company for the sale of
shares of  capital  stock for its own  account  or for the  account of any other
person.

                6.2     ASSIGNMENT; NO THIRD PARTY BENEFICIARIES. This Agreement
and the  rights,  duties and  obligations  of the Company  hereunder  may not be
assigned or delegated by the Company in whole or in part. This Agreement and the
rights,  duties  and  obligations  of  the  holders  of  Registrable  Securities
hereunder  may be freely  assigned or  delegated  by such holder of  Registrable
Securities in conjunction  with and to the extent of any transfer of Registrable
Securities by any such holder. This Agreement and the provisions hereof shall be
binding  upon and shall  inure to the  benefit of each of the  parties and their
respective  successors  and the  permitted  assigns of the Investor or holder of
Registrable  Securities  or of  any  assignee  of  the  Investor  or  holder  of
Registrable  Securities.  This Agreement is not intended to confer any rights or
benefits on any persons that are not party  hereto  other than as expressly  set
forth in Article 4 and this Section 6.2.

                6.3     NOTICES.  All  notices,  demands,  requests,   consents,
approvals  or  other  communications   (collectively,   "NOTICES")  required  or
permitted  to be given  hereunder  or  which  are  given  with  respect  to this
Agreement  shall be in writing  and shall be  personally  served,  delivered  by
reputable  air courier  service with charges  prepaid,  or  transmitted  by hand
delivery, telegram, telex or facsimile, addressed as set forth below, or to such
other  address  as such party  shall have  specified  most  recently  by written
notice.  Notice shall be deemed given on the date of service or  transmission if
personally served or transmitted by telegram, telex or facsimile; provided, that
if such  service or  transmission  is not on a business  day or is after  normal
business hours, then such notice shall be deemed given on the next business day.
Notice  otherwise  sent as  provided  herein  shall be deemed  given on the next
business day following timely delivery of such notice to a reputable air courier
service with an order for next-day  delivery.  Notices to an Investor  should be
sent to the address under such Investor's name on the signature page.

                To the Company:            China Pacific Acquisition Corp.
                                           43/F Jardine House
                                           1 Connaught Place
                                           Fax No. ___________________
                                           Attn: Dato' Sin Just Wong

                with a copy to:            Reitler Brown & Rosenblatt LLC
                                           800 Third Avenue, 21st Floor
                                           New York, New York 10022
                                           Attn: Robert Steven Brown, Esq.
                                           Fax No.: (212) 371-5500

                6.4     SEVERABILITY.  This Agreement shall be deemed severable,
and the invalidity or unenforceability of any term or provision hereof shall not
affect the validity or  enforceability of this Agreement or of any other term or
provision hereof. Furthermore, in lieu of any such invalid or unenforceable term
or provision,  the parties  hereto intend that there shall be added as a part of
this Agreement a provision as similar in terms to such invalid or  unenforceable
provision as may be possible and be valid and enforceable.

                6.5     COUNTERPARTS. This Agreement may be executed in multiple
counterparts,  each of which shall be deemed an original, and all of which taken
together shall constitute one and the same instrument.
<PAGE>


                6.6     ENTIRE   AGREEMENT.   This   Agreement   (including  all
agreements  entered into pursuant  hereto and all  certificates  and instruments
delivered  pursuant hereto and thereto)  constitute the entire  agreement of the
parties with respect to the subject  matter  hereof and  supersede all prior and
contemporaneous agreements,  representations,  understandings,  negotiations and
discussions between the parties, whether oral or written.

                6.7     MODIFICATIONS AND AMENDMENTS. No amendment, modification
or termination of this Agreement shall be binding upon any party unless executed
in writing by such party.

                6.8     TITLES AND HEADINGS.  Titles and headings of sections of
this Agreement are for convenience only and shall not affect the construction of
any provision of this Agreement.

                6.9     WAIVERS AND EXTENSIONS.  Any party to this Agreement may
waive any  right,  breach or  default  which  such party has the right to waive,
provided that such waiver will not be effective against the waiving party unless
it is in  writing,  is signed by such  party,  and  specifically  refers to this
Agreement.  Waivers may be made in advance or after the right  waived has arisen
or the breach or default waived has occurred. Any waiver may be conditional.  No
waiver of any breach of any  agreement or provision  herein  contained  shall be
deemed a waiver of any preceding or succeeding  breach  thereof nor of any other
agreement  or  provision  herein  contained.  No waiver or extension of time for
performance of any  obligations or acts shall be deemed a waiver or extension of
the time for performance of any other obligations or acts.

                6.10    REMEDIES,  CUMULATIVE.  In the  event  that the  Company
fails to observe  or  perform  any  covenant  or  agreement  to be  observed  or
performed under this Agreement,  the Investor or any other holder of Registrable
Securities  may  proceed to protect  and enforce its rights by suit in equity or
action at law,  whether for specific  performance  of any term contained in this
Agreement or for an injunction  against the breach of any such term or in aid of
the  exercise  of any power  granted in this  Agreement  or to enforce any other
legal or equitable  right,  or to take any one or more of such actions,  without
being required to post a bond. None of the rights,  powers or remedies conferred
under this Agreement shall be mutually exclusive,  and each such right, power or
remedy shall be cumulative and in addition to any other right,  power or remedy,
whether  conferred by this  Agreement  or now or hereafter  available at law, in
equity, by statute or otherwise.

                6.11    GOVERNING  LAW.  This  Agreement  shall be governed  by,
interpreted  under,  and construed in  accordance  with the internal laws of the
State of New York applicable to agreements  made and to be performed  within the
State of New York, without giving effect to any choice-of-law provisions thereof
that  would  compel  the  application  of the  substantive  laws  of  any  other
jurisdiction.

                6.12    WAIVER OF TRIAL BY JURY.  Each party hereby  irrevocably
and  unconditionally  waives the right to a trial by jury in any  action,  suit,
counterclaim or other proceeding (whether based on contract,  tort or otherwise)
arising out of,  connected with or relating to this Agreement,  the transactions
contemplated  hereby,  or the  actions  of  the  Investor  in  the  negotiation,
administration, performance or enforcement hereof.

                6.13.   WAIVER OF  MONETARY  DAMAGES.  Notwithstanding  anything
herein  to the  contrary,  the  Company  shall  not be  liable  to any party for
monetary  damages  arising  from the  failure of the  Company to comply with its
obligations  pursuant to this  Agreement,  and each  Investor  hereby waives any
right to make any claim for monetary damages,  it being understood that the sole
remedy hereunder shall be to seek equitable relief.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
<PAGE>


IN WITNESS WHEREOF, the parties have caused this Registration Rights Agreement
to be executed and delivered by their duly authorized representatives as of the
date first written above.

                                        CHINA PACIFIC ACQUISITION CORP.
                                        a Delaware corporation


                                        By:________________________________
                                           Name:
                                           Title:



                                        INVESTORS:



                                        By:________________________________
                                           Name: Dato' Sin Just Wong

                                           Address:

                                                Fax No. ___________________



                                        ___________________________________
                                        Name: Matthew McGovern
                                        Address:

                                                Fax No. ___________________