Exhibit
      10.4

     

    FORM OF FOUNDER
      WARRANT ESCROW AGREEMENT

    


    FOUNDER
      WARRANT ESCROW AGREEMENT, dated as of [•],
      2007
      (this “Agreement”),
      by
      and among BBV Vietnam S.E.A. Acquisition Corp., a Marshall Islands corporation
      (the “Company”),
      the
      warrant holders listed as “Founders” on the signature page hereto (collectively,
      the “Founders”),
      and
      Continental Stock Transfer & Trust Company, a
      New
      York corporation, as escrow agent (the
      “Escrow
      Agent”).

    


    WHEREAS,
      the Company has entered into an Underwriting Agreement, dated [•],
      2007
      (the “Underwriting
      Agree-ment”),
      with
Ladenburg
      Thalmann & Co. Inc. and Chardan Capital Markets, LLC, as co-lead managing
      underwriters (the “Representatives”),
      pursuant to which, among other matters, the underwriters have agreed to purchase
      units (the “Units”)
      of the
      Company.
      Each
      Unit consists of one share of the Company’s common stock, par value $.0001 per
      share (the “Common
      Stock”),
      and
      one warrant, each warrant to purchase one share of Common Stock (the
“Warrant”),
      all
      as more fully described in the Company’s final prospectus, dated [•],
      2007
      (the “Prospectus”)
      comprising part of the Company’s Registration Statement on Form S-1
      (File No. 333-146829) under the Securities Act of 1933, as amended
      (the “Registration
      Statement”),
      declared effective on [•],
      2007
      (the “Effective
      Date”);

    


    WHEREAS,
      the Founder has
      agreed to purchase, in a private placement that will occur immediately prior
      to
      the closing of the sale of the Units (the “Offering”),
      1,017,857 warrants (collectively, the “Founder
      Warrants”)
      at a
      purchase price of $1.40 per Founder Warrant pursuant to the terms of that
      certain Founder Warrant Purchase Agreement, dated the date hereof, and entered
      into by and among the Company and the Founders;

    


    WHEREAS,
      each Founder has agreed, as a condition of the sale of the Units to Representatives,
      to
      deposit the Founder Warrants, as set forth opposite their respective names
      in
Exhibit
      A
      attached
      hereto, in escrow as hereinafter provided; and

    


    WHEREAS,
      the Company and the Founders desire that the Escrow Agent accept the Founder
      Warrants, in escrow, to be held and disbursed as hereinafter
      provided.

    


    NOW,
      THEREFORE, in consideration of the premises and the mutual covenants,
      representations and warranties contained herein and intending to be legally
      bound hereby, the parties agree as follows:

    


    1. Appointment
      of Escrow Agent.
      The
      Company and Founder hereby appoint the Escrow Agent to act in accordance with
      and subject to the terms of this Agreement, and the Escrow Agent hereby accepts
      such appointment and agrees to act in accordance with and subject to such
      terms.

    


    2. Deposit
      of Founder Warrants.
      On or
      before the Effective Date, each Founder shall deliver to the Escrow Agent
      certificates representing his respective Founder Warrants, to be held and
      disbursed subject to the terms and conditions of this Agreement. Each Founder
      acknowledges that the certificates representing his Founder Warrants bear a
      legend reflecting the deposit of such Founder Warrants pursuant to the terms
      of
      this Agreement.

    


    3. Disbursement
      of the Founder Warrants.
      The
      Escrow Agent shall hold the Founder Warrants until the later of (a) one
      year
      after the date of the Prospectus and
      (b) 60
      days after the consummation of the Company’s initial business
      combination
      (as
      described in the Prospectus, the “Escrow
      Period”),
      on
      which date it shall, upon joint written instructions from the Founders and
      the
      Company, disburse the Founder Warrants (and any applicable instrument of
      transfer) to each Founder or its Permitted Transferees, as defined below;
provided,
      however,
      that if
      the Escrow Agent is notified by the Company pursuant to Section 6.8 hereof
      that
      the Company is being liquidated at any time during the Escrow Period, then
      the
      Escrow Agent shall promptly destroy the certificates representing the Founder
      Warrants. The Escrow Agent shall have no further duties hereunder after the
      disbursement or destruction of the Founder Warrants in accordance with this
      Section 3.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    4. Restrictions
      on Transfer of the Founder Warrants.
      During
      the Escrow Period, no sale, transfer or other disposition may be made of any
      or
      all of the Founder Warrants except (i)
      to
      the Company’s directors, officers or employees or their affiliates or (ii) to
      family members and trusts of permitted assignees for estate planning purposes,
      or upon the death of any such person, to an estate or beneficiaries of permitted
      assignees (the “Permitted
      Transferees”);
      in
      each case, such transferee will be subject to the same transfer restrictions
      as
      the Founder until after the Company completes its initial business
      combination;
      provided,
      however,
      that
      such transfers may be implemented only upon the respective Permitted
      Transferee’s written agreement to be bound by the terms and conditions of this
      Agreement and the Insider Letter executed by the Founder, the Representatives
      and the Company.
      During
      the Escrow Period, neither the Founder nor any Permitted Transferee shall pledge
      or grant any security interest in the Founder Warrants or grant any security
      interest in their rights under this Agreement without the prior written consent
      of the Company.

    


    5. Concerning
      the Escrow Agent.

    


    5.1 Good
      Faith Reliance.
      The
      Escrow Agent shall not be liable for any action taken or omitted by it in good
      faith and in the exercise of its own best judgment, and may rely conclusively
      and shall be protected in acting upon any order, notice, demand, certificate,
      opinion or advice of counsel (including counsel chosen by the Escrow Agent),
      statement, instrument, report or other paper or document (not only as to its
      due
      execution and the validity and effectiveness of its provisions, but also as
      to
      the truth and acceptability of any information therein contained) which is
      believed by the Escrow Agent to be genuine and to be signed or presented by
      the
      proper person or persons. The Escrow Agent shall not be bound by any notice
      or
      demand, or any waiver, modification, termination or rescission of this
      Agreement, unless evidenced by a writing delivered to the Escrow Agent signed
      by
      the proper party or parties and, if the duties or rights of the Escrow Agent
      are
      affected, unless the Escrow Agent shall have given its prior written consent
      thereto. 

    


     5.2 Indemnification.
      The
      Escrow Agent shall be indemnified and held harmless by the Company from and
      against any expenses, including counsel fees and disbursements, or loss suffered
      by the Escrow Agent in connection with any action, suit or other proceeding
      involving any claim that, in any way, directly or indirectly, arises out of
      or
      relates to this Agreement, the services of the Escrow Agent hereunder, or the
      Founder Warrants held by it hereunder, other than expenses or losses arising
      from the gross negligence or willful misconduct of the Escrow Agent. Promptly
      after the receipt by the Escrow Agent of notice of any demand or claim or the
      commencement of any action, suit or proceeding, the Escrow Agent shall notify
      the other parties hereto in writing. In the event of the receipt by the Escrow
      Agent of such notice, the Escrow Agent, in its sole discretion, may commence
      an
      action in the nature of interpleader in an appropriate court to determine
      ownership or disposition of the Founder Warrants or it may deposit the Founder
      Warrants with the clerk of any appropriate court or it may retain the Founder
      Warrants pending receipt of a final, non-appealable order of a court having
      jurisdiction over all of the parties hereto directing to whom and under what
      circumstances the Founder Warrants are to be disbursed and delivered. The
      provisions of this Section 5.2 shall survive in the event the Escrow Agent
      resigns or is discharged pursuant to Sections 5.5 or 5.6 below.

    


    5.3 Compensation.
      The
      Escrow Agent shall be entitled to the fees set forth on Schedule
      A
      hereto
      for all services rendered by it hereunder. The Escrow Agent shall also be
      entitled to reimbursement from the Company for all expenses paid or incurred
      by
      it in the administration of its duties hereunder including, but not limited
      to,
      all reasonable counsel, advisors’ and agents’ fees and disbursements and all
      taxes or other governmental charges.


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    5.4 Further
      Assurances.
      From
      time to time on and after the date hereof, the Company and the Founder shall
      deliver or cause to be delivered to the Escrow Agent such further documents
      and
      instruments and shall do or cause to be done such further acts as the Escrow
      Agent shall reasonably request to carry out more effectively the provisions
      and
      purposes of this Agreement, to evidence compliance herewith or to assure the
      Escrow Agent that it is protected in acting hereunder.

    


    5.5 Resignation.
      The
      Escrow Agent may resign at any time and be discharged from its duties as escrow
      agent hereunder by its giving the other parties hereto written notice thereof
      and such resignation shall become effective as herein-after provided. Such
      resignation shall become effective at such time that the Escrow Agent shall
      turn
      over to a successor escrow agent appointed by the Company, the Founder Warrants
      held hereunder. If no new escrow agent is appointed by the Company within the
      60-day period following the giving of such notice of resignation, the Escrow
      Agent may deposit the Founder Warrants with any court it reasonably deems
      appropriate.

    


    5.6 Discharge
      of Escrow Agent.
      The
      Escrow Agent shall resign and be discharged from its duties as escrow agent
      hereunder if so requested in writing at any time by the other parties hereto,
      jointly, provided, however, that such resignation shall become effective only
      upon acceptance of appointment by a successor escrow agent subject to all of
      the
      terms of this Agreement and the delivery, by the Escrow Agent, of the Founder
      Warrants to such successor escrow agent.

    


    5.7 Liability.
      Notwithstanding anything herein to the contrary, the Escrow Agent shall not
      be
      relieved from liability hereunder for its own gross negligence or its own
      willful misconduct.

    


    6. Miscellaneous.

    


    6.1 Waiver
      of Claims against Trust Account.
      Notwithstanding any other provision of this Agreement, the Escrow Agent confirms
      its understanding that the Company has established the trust account (as defined
      in the Prospectus, the “Trust
      Account”)
      relating to the Units being sold pursuant to the Prospectus. The Escrow Agent
      acknowledges that the Trust Account will exist for the benefit of the Company’s
      public shareholders and the monies from the Trust Account may only be disbursed
      upon the occurrence of certain events as more fully described in the Prospectus.
      The Escrow Agent agrees that neither it nor any of its affiliates have or will
      have any right, title, interest or claim in or to the monies in the Trust
      Account, and the Escrow Agent hereby waives any and all right, title, interest
      of claim of any kind in or to any distribution of any property held in the
      Trust
      Account that it or its affiliates may have now or in the future and hereby
      agrees not to seek recourse, reimbursement, payment or satisfaction for any
      claim of any kind against the Trust Account for any reason whatsoever, including
      in respect of the Company’s indemnification obligations set forth in this
      Agreement.

    


    6.2 Governing
      Law.
      This
      Agreement shall, for all purposes, be deemed to be made under and shall be
      construed 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 (whether of the State of New York
      or any other jurisdiction that would cause the application of the laws of any
      jurisdiction other than the State of New York). Each of the Company, the Founder
      and the Escrow Agent hereby agrees that any action, proceeding or claim against
      it 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. Each of the Company, the
      Founder and the Escrow Agent hereby waives any objection to such exclusive
      jurisdiction and that such courts represent an inconvenient forum. Any such
      process or summons to be served upon each of the Company, the Founder and the
      Escrow Agent may be served by transmitting a copy thereof by registered or
      certified mail, return receipt requested, postage prepaid, addressed to it
      at
      the address set forth in Section 6.7 hereof. Such mailing shall be deemed
      personal service and shall be legal and binding upon each of the Company, the
      Founder and the Escrow Agent in any action, proceeding or
      claim.


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

    6.3 Third
      Party Beneficiaries.
      The
      Founder hereby acknowledges that each of the Representatives
      is an
      intended third party beneficiary of this Agreement and this Agreement may not
      be
      modified or changed without the prior written consent of each
      of
      the Co-Lead Manger.
      

    


    6.4 Entire
      Agreement.
      This
      Agreement contains the entire agreement of the parties hereto with respect
      to
      the subject matter hereof and, except as expressly provided herein, may not
      be
      changed or modified except by an instrument in writing signed by each
      of
      the Co-Lead Manger
      and the
      party against whom such change or modification is to be enforced. This Agreement
      and any amendment may be executed in several original or facsimile counterparts,
      each one of which shall constitute an original, and together shall constitute
      but one instrument.

    


    6.5 Headings.
      The
      headings contained in this Agreement are for reference purposes only and shall
      not affect in any way the meaning or interpretation thereof.

    


    6.6 Binding
      Effect.
      This
      Agreement shall be binding upon and inure to the benefit of the respective
      parties hereto and their legal representatives, successors and
      assigns.

    


    6.7 Notices.
      Any
      notice or other communication required or which may be given hereunder shall
      be
      in writing and either be delivered personally or be mailed, certified or
      registered mail, or by private national courier service, return receipt
      requested, postage prepaid, and shall be deemed given when so delivered
      personally or, if mailed, two days after the date of mailing, as
      follows:

    


    
      	 	 	
              If
                to the Company, to:

            


    

    


    BBV
      Vietnam S.E.A. Acquisition Corp. 

    40
      Woodland Street

    Hartford,
      Connecticut 06105 

    Attn:
      Eric M. Zachs, President

    


    If
      to a
      Founder, to his address set forth in Exhibit
      A;

    


    and
      if to
      the Escrow Agent, to:

    


    Continental
      Stock Transfer & Trust Company

    17
      Battery Place

    New
      York,
      New York 10004

    Attn:
      Steven G. Nelson, Chairman

    


    A
      copy of
      any notice sent hereunder shall be sent to:

    Ladenburg
      Thalmann & Co. Inc.

    153
      East
      53rd Street, 49th Floor

    New
      York,
      New York 10022


    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

    and:

    


    Chardan
      Capital Markets, LLC

    17
      State
      Street, Suite 1600

    New
      York,
      New York 10004

    


    and:

    


    Mintz
      Levin Cohn Ferris Glovsky and Popeo, PC

    666
      Third
      Avenue

    New
      York,
      New York 10174

    Attn:
      Kenneth R. Koch, Esq.

    Fax:
      (212) 983-3115

     

    and:

    


    Richardson
      & Patel LLP

    405
      Lexington Avenue

    New
      York,
      New York 10174

    Attn:
      Jody R. Samuels, Esq.

    Fax:
      (212) 907-6687

     

    The
      parties may change the persons and addresses to which the notices or other
      communications are to be sent by giving written notice to any such change in
      the
      manner provided herein for giving notice.

    


     6.8 Liquidation
      of the Company.
      The
      Company shall give the Escrow Agent written notification of the liquidation
      and
      dissolution of the Company in the event that the Company fails to consummate
      a
      Business Combination, as described in the Prospectus, within the time period(s)
      specified in the Prospectus.

     

    


    (Remainder
      of page intentionally left blank. Signature page to follow.)

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the parties hereto have executed this Founder Warrant Escrow
      Agreement as of the date first written above.

    


    
      	 	 	 
	 	BBV
              VIETNAM S.E.A. ACQUISITION CORP.
	 
 	 
 	 
 
	
            	By:  	
            
	 	
              
Eric
              M. Zachs,
              President
	 	 




    
 

    THE
      FOUNDERS:

     

    
      	 	 	 	 
	
            	 	 	
            
	
              

              Robert
                H.J. Lee

            	 	 	
              

              Eric
                M. Zachs

            
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	
              

              Eliezer
                R. Katz  

            


    

     

     

    
      	 	 	 
	 	
              CONTINENTAL
                STOCK TRANSFER
  & TRUST COMPANY

            
	 
 	 
 	 
 
	
            	By:  	
            
	 	
              
Steven
              G. Nelson, Chairman
	 	 


    

     

     

    


    


     

     

     

    
      [Signature
        Page Founder Warrant Escrow Agreement]

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    EXHIBIT
      A

    


    


    
      	
               

              Founder
                Name and Address1

            	
              Founder
                Warrant 

              Certificate
                Number

            	
              Number
                of Shares Subject to
Founder Warrants

            
	
               

              Eric
                M. Zachs

            	 	 
	
               

              Robert
                H.J. Lee

            	 	 
	
               

              Eliezer
                R. Katz

            	 	 


    

     

    
 

    


    1All
      addresses c/o BBV Vietnam S.E.A. Acquisition Corp., 40 Woodland Street,
      Hartford, CT 06105.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    SCHEDULE
      A

    


    ESCROW
      AGENT FEES