EXHIBIT 10.4

                                                         _____________ ___, 2006


ChinaGrowth South Acquisition Corporation
1818 Canggong Road, Fengxian
Shanghai Chemical Industry Park
Shanghai, China 201417

Morgan Joseph & Co. Inc.
600 Fifth Avenue
19th Floor
New York, New York 10020


                  Re:  INITIAL PUBLIC OFFERING

Gentlemen:

                  The undersigned director of ChinaGrowth South Acquisition
Corporation ("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 14 hereof):

                  1. In the event that the Company 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 (i) cause the Trust Fund (as defined in the Letter of Intent) to be
liquidated and distributed to the holders of IPO Shares and (ii) take all
reasonable actions within his power to cause the Company to liquidate the trust
account as soon as reasonably practicable. The undersigned hereby waives any and
all right, title, interest or claim of any kind ("Claim") in or to any
distribution of the Trust Fund, except with respect to any of the IPO Shares, as
defined herein, acquired by the undersigned in connection with or following the
IPO, and any remaining net assets of the Company as a result of such liquidation
and hereby waives any Claim the undersigned may have in the future as a result
of, or arising out of, any contracts or agreements with the Company and will not
seek recourse against the Trust Fund for any reason whatsoever. The undersigned
agrees to indemnify and hold harmless the Company 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

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whatsoever) which the Company may become subject as a result of any claim by any
vendor that is owed money by the Company for services rendered or products sold,
or a prospective 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).

                  2. In order to minimize potential conflicts of interest which
may arise from multiple affiliations, the undersigned agrees (i) not to become
an officer, director or principal shareholder of entities, including but not
limited to blank check companies, which are engaged in business activities
similar to those intended to be conducted by the Company until the earlier of
completion of a business combination or the Company's dissolution, 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,
the liquidation of the Company or until such time as the undersigned ceases to
be a director of the Company, subject to any pre-existing fiduciary and
contractual obligations the undersigned might have.

                  3. The undersigned acknowledges and agrees that the Company
will not consummate any Business Combination which involves a company which is
affiliated with any of the Insiders unless the Company obtains an opinion from
an independent investment banking firm and is reasonably acceptable to Morgan
Joseph that the Business Combination is fair to the Company's shareholders from
a financial perspective.

                  4. Neither the undersigned, any member of the family of the
undersigned, nor any affiliate of the undersigned ("Affiliate") will be entitled
to receive and will not accept any compensation for services rendered to the
Company prior to the consummation of the Business Combination; provided that
commencing on the Effective Date, Global Vestor Capital Partners, LLC ("Related
Party"), shall be allowed to charge the Company an allocable share of Related
Party's overhead, up to $7,500 per month, to compensate it for the Company's use
of Related Party's office space, utilities, administrative, technology and
secretarial services. Related Party and the undersigned shall also be entitled
to reimbursement from the Company 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 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 originates a Business Combination.

                  6. The undersigned agrees to be a director of the Company
until the earlier of the consummation by the Company of a Business Combination
or the liquidation of the Company. The undersigned's biographical information
furnished to the Company and Morgan Joseph 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 Item 401 of Regulation S-K, promulgated
under the Securities Act of 1933. The undersigned's Questionnaire previously
furnished to the Company and Morgan Joseph is true and accurate in all respects.
The undersigned represents and warrants that:

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          (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.

                  7. The undersigned has full right and power, without violating
any agreement by which he is bound, to enter into this letter agreement and to
serve as a director of the Company.

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

                  9. In connection with the vote required to consummate a
Business Combination, the undersigned agrees that he will vote all ordinary
shares owned by him in accordance with the majority of the votes cast by the
holders of the IPO Shares, provided however, that nothing herein shall restrict
in any manner the vote of the undersigned with respect to any IPO Shares owned
by him or any shares purchased by him in the open market subsequent to
completion of the IPO.

                  10. The undersigned will escrow his Insider Shares for the
period commencing on the Effective Date and ending one year from the date of the
Business Combination, subject to the terms of a Securities Escrow Agreement
which the Company will enter into with the undersigned and an escrow agent
acceptable to the Company.

                  11. The undersigned will escrow his founding directors
warrants purchased in a private placement concurrent with the IPO until
consummation of a Business Combination, subject to the terms of a Securities
Escrow Agreement which the Company will enter into with the undersigned and an
escrow agent acceptable to the Company.

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                  12. The undersigned agrees to not to resign (or advise the
Board that the undersigned declines to seek re-election to the Board of
Directors) from his position as director of the Company as set forth in the
Registration Statement without the prior consent of Morgan Joseph until the
earlier of the consummation by the Company of a Business Combination,
liquidation of the Trust Account, or the liquidation of the Company. The
undersigned acknowledges that the foregoing does not interfere with or limit in
any way the right of the Company to terminate the undersigned's employment at
any time (subject to other contractual rights the undersigned may have) nor
confer upon the undersigned any right to continue in the employ of Company.

                  13. 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 him 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 DLA Piper Rudnick
Gray Cary US LLP as agent for the service of process in the State of New York to
receive, for the undersigned and on his 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.

                  14. As used herein, (i) a "Business Combination" shall mean an
acquisition by merger, share capital exchange, asset or share acquisition,
reorganization or otherwise, of an operating business or businesses in the
media, entertainment and/or telecommunications industries; (ii) "Insiders" shall
mean all officers, directors and shareholders of the Company immediately prior
to the IPO; and (iii) "IPO Shares" shall mean the ordinary shares issued in the
Company's IPO.





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                                                     Print Name of Insider



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                                                     Signature