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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, officer 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. The undersigned agrees to
indemnify and hold harmless the SPAC 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,


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preparing or defending against any litigation, whether pending or threatened, or
any claim whatsoever) which the SPAC may become subject as a result of any claim
by any vendor or other person who is owed money by the SPAC for services
rendered or products sold, or by any target business, but only to the extent
necessary to ensure that such loss, liability, claim, damage or expense does not
reduce the amount in the Trust Fund (as defined in the Letter of Intent).

                  3. In order to minimize potential conflicts of interest which
may arise 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


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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 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 the Executive Vice President and 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 and to serve
as Executive Vice President of the SPAC.

                  11. I authorize any employer, financial institution, or
consumer credit

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January 5, 2004
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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 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.

                                                     Kerry Propper
                                                     -------------
                                                     Print Name of Insider



                                                     /s/ Kerry Propper
                                                     -----------------
                                                     Signature
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                                    EXHIBIT A

     KERRY PROPPER has been our executive vice president and a member of our
board of directors since our inception. Mr. Propper has been the owner and chief
executive officer of The Gramercy Group LLC, a New York based broker/dealer,
since July 2003. From February 1999 to July 2003, Mr. Propper was a founder,
owner and managing director of Windsor Capital Advisors, a full service
brokerage firm also based in New York. Mr. Propper also founded The Private
Capital Group LLC, a small private investment firm specializing in hard money
loans and convertible preferred debt/ equity offerings for small public
companies, in May 2000 and was affiliated with it until December 2003. From July
1997 until February 1999, Mr. Propper served as a senior trader of Aegis Capital
Corp., a broker dealer and member firm of the NASD. Mr. Propper received his
B.A. (with honors) in Economics and International Studies from Colby College and
studied at the London School of Economics. Kerry Propper is Dr. Propper's son.