Exhibit
      10.3

     

    FORM OF STOCK
      ESCROW AGREEMENT

     

    STOCK
      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
      initial shareholders listed as “Initial Shareholders” on the signature page
      hereto (collectively, the “Initial
      Shareholders”)
      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
      Agreement”),
      with
      Ladenburg Thalmann & Co. Inc. and Chardan Capital Markets, LLC, as colead
      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 Initial Shareholders have agreed, as a condition of the sale of the Units
      to
      the Representative, to deposit all of the shares of Common Stock of the Company
      outstanding prior to such sale, as set forth opposite their respective names
      in
Exhibit
      B
      attached
      hereto (collectively, the “Escrow
      Shares”),
      in
      escrow as hereinafter provided; and

    


    WHEREAS,
      the Company and the Initial Shareholders desire that the Escrow Agent accept
      the
      Escrow Shares, 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 the Initial Shareholders 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 Escrow Shares.
      On or
      before the Effective Date, each of the Initial Shareholders shall deliver to
      the
      Escrow Agent certificates representing his, her or its respective Escrow Shares,
      to be held and disbursed subject to the terms and conditions of this Agreement.
      Each Initial Shareholder acknowledges that the certificate representing his,
      her
      or its Escrow Shares bears a legend reflecting the deposit of such Escrow Shares
      under this Agreement.

    


    3. Disbursement
      of the Escrow Shares.
      The
      Escrow Agent shall hold the Escrow Shares
      until one year after the consummation of the Company’s initial business
      combination (as described in the Prospectus, the “Initial
      Business Combination”)
      (the
“Escrow
      Period”),
      on
      which date it shall, upon written instructions from the Company and each Initial
      Shareholder, disburse each of the Initial Shareholder’s Escrow Shares (and any
      applicable stock power) to such Initial Shareholder 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 Escrow
      Shares; provided,
      further,
      that
      if, after the Company consummates its Initial Business Combination, the Company
      (or the surviving entity) subsequently consummates a liquidation, merger, stock
      exchange or other similar transaction that results in all of the shareholders
      of
      such entity having the right to exchange their shares of Common Stock for cash,
      securities or other property, then the Escrow Agent will, upon receipt of a
      certificate executed by the Chairman of the Board, President or other authorized
      officer of the Company (or the surviving entity), in form reasonably acceptable
      to the Escrow Agent, that such transaction is then being consummated or such
      conditions have been achieved, as applicable, release the respective Escrow
      Shares to the Initial Shareholders or their Permitted Transferees upon
      consummation of such transaction so that they can similarly participate. The
      Escrow Agent shall have no further duties hereunder after the disbursement
      or
      destruction of the Escrow Shares in accordance with this
      Section 3.

    


    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

    4. Rights
      of Initial Shareholders in Escrow Shares.
      

    


    4.1 Voting
      Rights as a Shareholder.
      Subject
      to the terms of the Insider Letter described in Section 4.4 hereof and except
      as
      herein provided, the Initial Shareholders and their Permitted Transferees shall
      retain all of their rights as shareholders of the Company during the Escrow
      Period, including, without limitation, the right to vote such
      shares.

    


    4.2 Dividends
      and Other Distributions in Respect of the Escrow Shares.
      During
      the Escrow Period, all dividends payable in cash with respect to the Escrow
      Shares shall be paid to the Initial Shareholders, but all dividends payable
      in
      stock or other noncash property (“Non-Cash
      Dividends”)
      shall
      be delivered to the Escrow Agent to hold in accordance with the terms hereof.
      As
      used herein, the term “Escrow Shares” shall be deemed to include the Non-Cash
      Dividends distributed thereon, if any.

    


    4.3 Restrictions
      on Transfer.
      During
      the Escrow Period, no sale, transfer or other disposition may be made of any
      or
      all of the Escrow Shares, 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 Initial Shareholders until after the Company completes its Initial Business
      Combination;
      provided,
      however,
      that
      such transfers may be implemented only upon the respective transferee’s written
      agreement to be bound by the terms and conditions of this Agreement and of
      the
      Insider Letter signed by the Representatives, the Company and the Initial
      Shareholder transferring the Escrow Shares. During the Escrow Period, the
      Initial Shareholders and their Permitted Transferees shall not pledge or grant
      a
      security interest in the Escrow Shares or grant a security interest in their
      rights under this Agreement without the prior written consent of the
      Company.

    


    4.4 Insider
      Letters.
      Each of
      the Initial Shareholders has executed a letter agreement with Representative
      and the
      Company, dated as indicated on Exhibit
      B
      hereto,
      and which is filed as an exhibit to the Registration Statement (each, an
“Insider
      Letter”),
      respecting the rights and obligations of such Initial Shareholder in certain
      events, including but not limited to the liquidation 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.
      

    


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

       

    

     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 which in any way, directly or indirectly, arises out of
      or
      relates to this Agreement, the services of the Escrow Agent hereunder or the
      Escrow Shares 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 Escrow Shares or it may deposit the Escrow
      Shares with the clerk of any appropriate court or it may retain the Escrow
      Shares 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 Escrow Shares 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 Exhibit
      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.

    


    5.4 Further
      Assurances.
      From
      time to time on and after the date hereof, the Company and the Initial
      Shareholders 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 hereinafter 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 Escrow Shares
      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 Escrow Shares 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 Escrow
      Shares 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.

    


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

       

    

    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 a trust account (as described
      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 Initial
      Shareholders 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 Initial Shareholders 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 Initial Shareholders or 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 Initial Shareholders and the Escrow Agent
      in any action, proceeding or claim.

    


    6.3 Third
      Party Beneficiaries.
      Each of
      the Initial Shareholders 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
      Representatives. 

    


    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
      Representatives and the party against whom such change or modification is to
      be
      enforced. It 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.

    


    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

       

    

    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 an Initial Shareholder, to his or its address set forth in Exhibit
                  B;

              
	 	 
	
                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

              
	 	 
	 
	
                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.

    


    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

       

    

     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
      its
      Initial 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.)

    


    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

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

    

      
        	 	
                BBV
                  VIETNAM S.E.A. ACQUISITION CORP. 

              
	 	 
	 	 
	
                By:
                  

              	 
	 	
                Eric
                  M. Zachs,
                  President

              


      

    

    

      
        	
                THE
                  INITIAL SHAREHOLDERS:

              	 	 	 
	 	 	 	 
	 	 	 	 
	
                 

              	 	 	 
	
                Robert
                  H.J. Lee

              	 	 	
                Eric
                  M. Zachs

              
	 	 	 	 
	 	 	 	 
	
                 

              	 	 	 
	
                Nguyen
                  Thi Quynh Anh

              	 	 	
                Mai
                  Anh

              
	 	 	 	 
	 	 	 	 
	
                 

              	 	 	 
	
                Nguyen
                  Tien Dzung

              	 	 	
                Ying
                  Luo

              
	 	 	 	 
	 	 	 	 
	
                 

              	 	 	 
	
                Fangfan
                  Yang

              	 	 	
                Lei
                  Ding

              
	 	 	 	 
	 	 	 	 
	
                 

              	 	 	 
	
                Dawn
                  L. Griswold

              	 	 	
                Yuke
                  Wang

              
	 	 	 	 
	 	 	 	 
	
                 

              	 	 	 
	
                Yan
                  Chen

              	 	 	
                Nguyen
                  Do Tung Cuong

              
	 	 	 	 
	 	 	 	 
	
                 

              	 	 	 
	
                Chaoyong
                  Wang

              	 	 	
                Eliezer
                  R. Katz

              
	 	 	 	 
	 	 	 	 
	 	 	
                CONTINENTAL
                  STOCK TRANSFER

              
	 	 	
                &
                  TRUST COMPANY

              
	 	 	 	 
	 	 	 	 
	 	 	
                By:

              	 
	 	 	 	
                Steven
                  G. Nelson, Chairman

              


      

    

     

    
      [Signature
        Page to BBV Vietnam Stock Escrow Agreement]

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
EXHIBIT
      A

    


    “Fee
      Schedule”

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      B

    


    


    
      	
              Name
                and Address1
                of

              Initial
                Shareholder

            	 	
              Number

              of
                Shares

            	 	
              Stock
                

              Certificate
                Number

            	 	
              Date
                of 

              Insider
                Letter

            
	
              Robert
                H.J. Lee

            	 	 	 	 	 	 
	
              Eric
                M. Zachs

            	 	 	 	 	 	 
	
              Nguyen
                Thi Quynh Anh

            	 	 	 	 	 	 
	
              Mai
                Anh

            	 	 	 	 	 	 
	
              Nguyen
                Tien Dzung

            	 	 	 	 	 	 
	
              Ying
                Luo

            	 	 	 	 	 	 
	
              Fangfang
                Yang

            	 	 	 	 	 	 
	
              Lei
                Ding

            	 	 	 	 	 	 
	
              Dawn
                L. Griswold

            	 	 	 	 	 	 
	
              Yuke
                Wang

            	 	 	 	 	 	 
	
              Yan
                Chen

            	 	 	 	 	 	 
	
              Nguyen
                Do Tung Cuong

            	 	 	 	 	 	 
	
              Chaoyong
                Wang

            	 	 	 	 	 	 
	
               Eliezer
                R. Katz

            	 	 	 	 	 	 


    

     

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