October 9, 2003


Great Wall Acquisition Corporation
660 Madison Avenue, 15th Floor
New York, New York 10021

Broadband Capital Management LLC
805 Third Avenue
15th Floor
New York, New York 10022

                  Re: Initial Public Offering

Gentlemen:

                  The undersigned, a stockholder of Great Wall Acquisition
Corporation ("GWAC"), in consideration of Broadband Capital Management LLC
("Broadband") entering into a letter of intent ("Letter of Intent") to
underwrite an initial public offering of the securities of GWAC ("IPO") and
embarking on the IPO process, hereby agrees as follows (certain capitalized
terms used herein are defined in paragraph 9 hereof):

                  1. If GWAC 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.

                  2. In the event that GWAC 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 all
Insider Shares owned by the undersigned in favor of GWAC'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 the undersigned's Insider Shares.

                  3. 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 GWAC obtains an opinion from an
independent investment banking firm that the business combination is fair to
GWAC's stockholders from a financial perspective.

Great Wall Acquisition Corporation
Broadband Capital Management LLC
October 9, 2003
Page 2



                  4. The undersigned will not be entitled to receive and will
not accept any compensation for services rendered to GWAC prior to the
consummation of the Business Combination; provided that, commencing on the
Effective Date, Sherleigh Associates LLC, a limited liability company ("Related
Party"), shall be allowed to charge GWAC an allocable share of Related Party's
overhead, up to $500 per month, to compensate it for GWAC's use of Related
Party's offices, utilities and personnel. Related Party and the undersigned
shall also be entitled to reimbursement from GWAC for their out-of-pocket
expenses incurred in connection with seeking and consummating a Business
Combination.

                  5. The undersigned will not be entitled to receive and will
not accept a finder's fee or any other compensation in the event the undersigned
originates a Business Combination.

                  6. 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 GWAC will enter into with the undersigned and
Continental Stock Transfer & Trust Company as escrow agent.

                  7. The undersigned's Questionnaire furnished to GWAC and
Broadband and annexed as Exhibit A hereto is true and accurate in all respects.
The undersigned represents and warrants that he:

         (a) 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 other
than as provided for in Exhibit B;

         (b) 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 is not currently a defendant in any such criminal proceeding; and

         (c) 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.

Great Wall Acquisition Corporation
Broadband Capital Management LLC
October 9, 2003
Page 3



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

                  9. 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 GWAC; (ii)
"Insiders" shall mean all officers, directors and stockholders of GWAC
immediately prior to the IPO; (iii) "Insider Shares" shall mean all of the
shares of Common Stock of GWAC owned by an Insider prior to the IPO; and (iv)
"IPO Shares" shall mean the shares of Common Stock issued in GWAC's IPO.

                  10. The undersigned hereby agrees that any action, proceeding
or claim against the undersigned arising out of or relating in any way to this
Agreement shall be brought and enforced in the courts of the State of New York
or the United States District Court for the Southern District of New York, and
irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive.
The undersigned hereby waives any objection to such exclusive jurisdiction and
that such courts represent an inconvenience forum.

                                   Jack Silver
                                   ------------------------------
                                   Print Name of Insider


                                   /s/ Jack Silver
                                   ------------------------------
                                   Signature