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                                                     January 5, 2004


Chardan China Acquisition Corp.
777 South Highway 101
Suite 105
Solana Beach, California 92075

EarlyBirdCapital, Inc.
600 Third Avenue
33rd Floor
New York, New York 10016

                  Re: Initial Public Offering

Gentlemen:

                  The undersigned stockholder of Chardan China Acquisition Corp.
("SPAC"), in consideration of EarlyBirdCapital, Inc. ("EBC") entering into a
letter of intent ("Letter of Intent") to underwrite an initial public offering
of the securities of the SPAC ("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 SPAC solicits approval of its stockholders of a
Business Combination, the undersigned will vote all Insider Shares owned by him
in accordance with the majority of the votes cast by the holders of the IPO
Shares.

                  2. In the event that the SPAC fails to consummate a Business
Combination within 18 months from the effective date ("Effective Date") of the
registration statement relating to the IPO (or 24 months under the circumstances
described in the prospectus relating to the IPO), the undersigned will vote
Insider Shares owned by him in favor of the SPAC's decision to liquidate. The
undersigned waives any and all rights he may have to receive any distribution of
cash, property or other assets as a result of such liquidation with respect to
his Insider Shares.

                  3. The undersigned will not submit to the SPAC for
consideration, or vote for the approval of, any Business Combination which
involves a company which is


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Chardan China Acquisition Corp.
EarlyBirdCapital, Inc.
January 5, 2004
Page 2


affiliated with any of the Insiders unless the SPAC obtains an opinion from an
independent investment banking firm reasonably acceptable to EBC that the
business combination is fair to the SPAC's stockholders from a financial
perspective.

                  4. Neither the undersigned, any member of the family of the
undersigned, nor any Affiliate of the undersigned will be entitled to receive
and will not accept any compensation for services rendered to the SPAC prior to
the consummation of the Business Combination; provided that the undersigned
shall be entitled to reimbursement from the SPAC for their out-of-pocket
expenses incurred in connection with seeking and consummating a Business
Combination.

                  5. 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.

                  6. The undersigned will escrow his Insider Shares for the
three year period commencing on the Effective Date subject to the terms of a
Stock Escrow Agreement which the SPAC will enter into with the undersigned and
American Stock Transfer & Trust Company as escrow agent.

                  7. The undersigned agrees that, during the three year period
terminating on November 24, 2006, he will not become involved (whether as owner,
manager, operator, creditor, partner, shareholder, joint venturer, member,
employee, officer, director, consultant or otherwise) with any Acquisition Fund
(as defined in Section 11(v) below), unless such Acquisition Fund engages EBC to
be the managing underwriter of the initial public offering of the Acquisition
Fund's securities.

                     The undersigned hereby agrees and acknowledges that (i) EBC
would be irreparably injured in the event of a breach by the undersigned of any
of his obligations under this paragraph 7, (ii) monetary damages would not be an
adequate remedy for any such breach, and (iii) EBC shall be entitled to
injunctive relief, in addition to any other remedy it may have, in the event of
such breach.

                  8. The undersigned's Questionnaire furnished to the SPAC and
EBC and annexed as Exhibit A hereto is true and accurate in all respects. The
undersigned represents and warrants that:

     (a) he is not subject to or a respondent in any legal action for, any
injunction,

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Chardan China Acquisition Corp.
EarlyBirdCapital, Inc.
January 5, 2004
Page 3


cease-and-desist order or order or stipulation to desist or refrain from any act
or practice relating to the offering of securities in any jurisdiction;

     (b) he has never been convicted of or pleaded guilty to any crime (i)
involving any fraud or (ii) relating to any financial transaction or handling of
funds of another person, or (iii) pertaining to any dealings in any securities
and he is not currently a defendant in any such criminal proceeding; and

     (c) he has never been suspended or expelled from membership in any
securities or commodities exchange or association or had a securities or
commodities license or registration denied, suspended or revoked.

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

                  10. The undersigned authorizes any employer, financial
institution, or consumer credit reporting agency to release to EBC and its legal
representatives or agents (including any investigative search firm retained by
EBC) any information they may have about my background and finances
("Information"). Neither EBC nor its agents shall be violating my right of
privacy in any manner in requesting and obtaining the Information and I hereby
release them from liability for any damage whatsoever in that connection.

                  11. As used herein, (i) a "Business Combination" shall mean an
acquisition by merger, capital stock exchange, asset or stock acquisition,
reorganization or otherwise, of an operating business selected by the SPAC; (ii)
"Insiders" shall mean all officers, directors and stockholders of the SPAC
immediately prior to the IPO; (iii) "Insider Shares" shall mean all of the
shares of Common Stock of the SPAC owned by an Insider prior to the IPO; (iv)
"IPO Shares" shall mean the shares of Common Stock issued in the SPAC's IPO; and
(v) "Acquisition Fund" shall mean any company formed with the intent to offer
securities to the public and use the proceeds to consummate one or more Business
Combinations which are unspecified at the time of the securities offering.

                                                     Steven Urbach
                                                     -------------
                                                     Print Name of Insider



                                                     /s/ Steven Urbach
                                                     -----------------
                                                     Signature