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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 and director 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 12 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 take all
reasonable actions within his power to cause the SPAC to liquidate as soon as
reasonably practicable. 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. In order to minimize potential conflicts of interest which
may arise

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


from multiple affiliations, the undersigned agrees to present to the SPAC 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 SPAC of a Business Combination, the liquidation of the SPAC
or until such time as the undersigned ceases to be an officer or director of the
SPAC, subject to any pre-existing fiduciary obligations the undersigned might
have.

                  4. The undersigned acknowledges and agrees that the SPAC will
not consummate any Business Combination which involves a company which is
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.

                  5. 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.

                  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 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.

                  8. 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 12(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


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Chardan China Acquisition Corp.
EarlyBirdCapital, Inc.
January 5, 2004
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obligations under this paragraph 8, (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.

                  9. I agree to be a director of the SPAC until the earlier of
the consummation by the SPAC of a Business Combination or the liquidation of the
SPAC. The undersigned's biographical information furnished to the SPAC and EBC
and attached hereto as Exhibit A is true and accurate in all respects, does not
omit any material information with respect to the undersigned's background and
contains all of the information required to be disclosed pursuant to Section 401
of Regulation S-K, promulgated under the Securities Act of 1933. The
undersigned's Questionnaire furnished to the SPAC and EBC and annexed as Exhibit
B 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, 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.

                  10. I have full right and power, without violating any
agreement by which I am bound, to enter into this letter agreement.

                  11. I authorize 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.

                  12. 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


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

                                                     Michael Urbach
                                                     --------------
                                                     Print Name of Insider



                                                     /s/ Michael Urbach
                                                     ------------------
                                                     Signature
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                                    EXHIBIT A

     MICHAEL URBACH has been a member of our board of directors since our
inception. From March 1999 until December 2003, Mr. Urbach served as senior vice
president and chief financial officer for the New York Power Authority. From
January 1995 until April 1999, Mr. Urbach served as commissioner of the New York
State Department of Taxation and Finance. Prior to entering public service, Mr.
Urbach had thirty years experience as partner in Urbach, Kahn & Werlin, PC, a
public accounting firm. Mr. Urbach received a B.S. from Russell Sage College and
is a CPA in New York State.