Exhibit 10.3


, 2007


Stone Tan China Acquisition Corp.

9191 Towne Center Drive, Suite 410


San Diego, California 92122


Morgan Joseph & Co.
Inc.

600 Fifth Avenue, 19th Floor

New York, New York 10020


Re:          Initial
Public Offering


Gentlemen:


The undersigned stockholder
of Stone Tan China Acquisition Corp. (“Company”), in consideration of Morgan
Joseph & Co., Inc. (“Morgan Joseph”) entering into a letter of intent (“Letter
of Intent”) to underwrite an initial public offering of the securities of the
Company (“IPO”) and embarking on the IPO process, hereby agrees as follows
(certain capitalized terms used herein are defined in paragraph 11 hereof):


1.             If the Company solicits approval of
its stockholders of a Business Combination, the undersigned will vote all
Insider Shares owned by the undersigned in accordance with the majority of the
votes cast by the holders of the IPO Shares and will vote all shares of Common
Stock of the Company acquired by the undersigned in the IPO or aftermarket in
favor of any Business Combination negotiated by the officers of the Company.


2.             In the event that the Company fails
to consummate a Business Combination within 24 months from the effective date (“Effective
Date”) of the registration statement relating to the IPO (such date being referred
to herein as the “Termination Date”), the undersigned shall take all such
action reasonably within its power as is necessary to dissolve the Company and
liquidate the Trust Account to holders of IPO Shares as soon as reasonably
practicable. The undersigned hereby waives any and all right, title, interest
or claim of any kind in or to any distribution of the Trust Account (as defined
in the Letter of Intent) and any remaining net assets of the Company as a
result of such liquidation with respect to its Insider Shares (“Claim”) and
will not seek recourse against the Trust Account for any reason whatsoever. In
the event of the liquidation of the Trust Account, the undersigned agrees to
indemnify and hold harmless the Company jointly and severally with Roger W.
Stone, against any and all loss, liability, claims, damage and expense
whatsoever (including, but not limited to, any and all legal or other expenses
reasonably incurred in investigating, preparing or defending against any
litigation, whether pending or threatened, or any claim whatsoever) which the
Company may become subject as a result of any claim by any third party if
such third party did not execute a waiver of claims against the Trust Account,
but only to the extent necessary to ensure that such loss, liability,
claim, damage or expense does not reduce the amount in the Trust Account. The
foregoing section is not for the benefit of any third party beneficiaries of
the Company and does not create any contract right in favor of any person other
than the Company.


3.             In order to minimize potential conflicts of
interest which may arise from multiple affiliations, the undersigned agrees (i) not
to become a principal stockholder of a blank check company engaged in business
activities similar to those intended to be conducted by the company and (ii) to
present to the Company for its consideration, prior to presentation to any
other person or entity, any suitable opportunity to acquire an operating
business, until the earlier of the consummation by the Company of a Business
Combination, or the liquidation of the Company, subject to any pre-existing
fiduciary and contractual obligations the undersigned might have. For
the purposes hereof, a suitable opportunity shall mean any company or business
having its primary operations in the People’s Republic of China whose fair
market value is at least equal to 80% of the balance of the Trust Account (less
deferred underwriting compensation of $9,000,000, or $10,350,000 if the
over-allotment is exercised in full and taxes payable).


4.             The undersigned acknowledges and
agrees that the Company will not consummate any Business Combination which
involves a company which is currently a portfolio company of, or affiliated
with, any of the Insiders. The 













undersigned acknowledges
and agrees that the Company will not consummate any Business Combination which
involves a company which in the future becomes affiliate with any of the
Insiders, unless the Company obtains an opinion from an independent investment
banking firm that the Business Combination is fair to the Company’s
stockholders from a financial perspective.


5.             Prior to a Business Combination,
neither the undersigned, any member of the family of the undersigned, nor any
affiliate (“Affiliate”) of the undersigned will be entitled to receive and will
not accept any compensation for services rendered to the Company.
Notwithstanding the foregoing to the contrary, the undersigned shall be
entitled to reimbursement from the Company for its out-of-pocket expenses
incurred in connection with seeking and consummating a Business Combination.


6.             Neither the undersigned, any member
of the family of the undersigned, nor any Affiliate of the undersigned will be
entitled to receive or accept a finder’s fee or any other compensation in the event
the undersigned, any member of the family of the undersigned or any Affiliate
of the undersigned originates a Business Combination.


7.             The undersigned will escrow its
Insider Shares for the three year period commencing on the Effective Date
subject to the terms of a Stock Escrow Agreement which the Company will enter
into with the undersigned and an escrow agent acceptable to the Company.


8.             The undersigned has full right and
power, without violating any agreement by which it is bound, to enter into this
letter agreement.


9.             This letter agreement shall be
governed by and construed and enforced in accordance with the laws of the State
of New York, without giving effect to conflicts of law principles that would
result in the application of the substantive laws of another jurisdiction. The
undersigned hereby (i) agrees that any action, proceeding or claim against the
undersigned arising out of or relating in any way to this letter agreement (a “Proceeding”)
shall be brought and enforced in the courts of the State of New York of the
United States of America for the Southern District of New York, and irrevocably
submits to such jurisdiction, which jurisdiction shall be exclusive, (ii)
waives any objection to such exclusive jurisdiction and that such courts represent
an inconvenient forum and (iii) irrevocably agrees to appoint Loeb & Loeb
LLP as agent for the service of process in the State of New York to receive,
for the undersigned and on its behalf, service of process in any Proceeding. If
for any reason such agent is unable to act as such, the undersigned will
promptly notify the Company and Morgan Joseph and appoint a substitute agent
acceptable to each of the Company and Morgan Joseph within 30 days and nothing
in this letter will affect the right of either party to serve process in any
other manner permitted by law.


10.           As used herein, (i) a “Business
Combination” shall mean an acquisition by merger, capital stock exchange, asset
or stock acquisition, reorganization or control through contractual arrangements
or otherwise, of one or more operating businesses in the media and advertising
industry in People’s Republic of China selected by the Company; (ii) “Insiders”
shall mean all officers, directors and stockholders of the Company immediately
prior to the IPO; (iii) “Insider Shares” shall mean all of the shares of Common
Stock of the Company owned by an Insider prior to the IPO; (iv) “IPO Shares”
shall mean the shares of Common Stock issued in the Company’s IPO; and (v) “Trust
Account” shall mean the trust account established by the Company at the
consummation of its IPO and into which a certain amount of the net proceeds of
the IPO is deposited.


	
  

  	
   

  	
  STONE TAN CHINA ACQUISITION CORP.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Richard Tan, Chief Executive Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  INSIDER

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  SPAC Trust

  



 



 2