June
      26,
      2006

     

    Pantheon
      China Acquisition Corp.

    3106B,
      Office Tower A

    Beijing
      Fortune Plaza 7 Dongsanhuan Zhonglu

    Chaoyang
      District Beijing 100020

    China

    


    EarlyBirdCapital,
      Inc.

    275
      Madison Avenue

    Suite
      1203

    New
      York,
      New York 10016

    


    
      	 	 	
              Re:

            	
              Initial
                Public Offering

            


    

    


    Gentlemen:

    


    The
      undersigned stockholder, officer and director of Pantheon China Acquisition
      Corp. (“Company”), 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 Company (“IPO”) and embarking on the IPO
      process, hereby agrees as follows (certain capitalized terms used herein are
      defined in paragraph 14 hereof):

    


    1. If
      the
      Company 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 Company fails to consummate a Business Combination within 24
      months from the effective date (“Effective Date”) of the registration statement
      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 as soon as reasonably practicable. The undersigned hereby
      waives any and all right, title, interest or claim of any kind in or to any
      distribution of the Trust Fund and any remaining net assets of the Company
      as a
      result of such liquidation with respect to his Insider Shares (“Claim”) 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. In the event
      of
      the liquidation of the Trust Fund, 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 whatsoever) which
      the Company may become subject as a result of any claim by any vendor or other
      person who is owed money by the Company for services rendered or products sold
      or contracted for, 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.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Pantheon
      China Acquisition Corp.

    EarlyBirdCapital,
      Inc.

    June
      26,
      2006

    Page
      2

    


    3. In
      order
      to minimize potential conflicts of interest which may arise from multiple
      affiliations, the undersigned agrees 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 an officer or
      director of the Company, subject to any pre-existing fiduciary and contractual
      obligations the undersigned might have.

    


    4. 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
      reasonably acceptable to EBC that the business combination is fair to the
      Company’s stockholders from a financial perspective.

     

    5. Neither
      the undersigned, any member of the family of the undersigned, nor any affiliate
      (“Affiliate”) of the undersigned will be entitled to receive and will not accept
      any compensation for services rendered to the Company prior to or in connection
      with the consummation of the Business Combination; provided that the undersigned
      shall be entitled to reimbursement from the Company for his 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. 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Pantheon
      China Acquisition Corp.

    EarlyBirdCapital,
      Inc.

    June
      26,
      2006

    Page
      3

     

    7. The
      undersigned will escrow all of his Insider Shares acquired prior to the IPO
      (but
      not those to be acquired by him privately from the Company simultaneously with
      the IPO) for the three year period commencing on the Effective Date subject
      to
      the terms of a Stock Escrow Agreement which the Company will enter into with
      the
      undersigned and an escrow agent acceptable to the Company.

    


    8. The
      undersigned agrees to be the Chairman of the Board, Chief Executive Officer
      and
      President 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 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 Item 401 of Regulation S-K,
      promulgated under the Securities Act of 1933. The undersigned’s Questionnaire
      furnished to the Company 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.

    


    9. 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 Chairman of
      the
      Board, Chief Executive Officer and President of the Company.

    


    10. The
      undersigned hereby waives his right to exercise conversion rights with respect
      to any shares of the Company’s common stock owned or to be owned by the
      undersigned, directly or indirectly, and agrees that he will not seek conversion
      with respect to such shares in connection with any vote to approve a Business
      Combination.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Pantheon
      China Acquisition Corp.

    EarlyBirdCapital,
      Inc.

    June
      26,
      2006

    Page
      4

    11. The
      undersigned hereby agrees to not propose, or vote in favor of, an amendment
      to
      the Company’s Certificate of Incorporation to extend the period of time in which
      the Company must consummate a Business Combination prior to its liquidation.
      Should such a proposal be put before stockholders other than through actions
      by
      the undersigned, the undersigned hereby agrees to vote against such proposal.
      This paragraph may not be modified or amended under any
      circumstances.

    


    12. The
      undersigned authorizes any employer, financial institution, or consumer credit
      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 the undersigned’s background and finances (“Information”).
      Neither EBC 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.

    


    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 Graubard Miller
      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 EBC and appoint a substitute agent acceptable to each of the
      Company and EBC 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,
      capital stock exchange, asset or stock acquisition, reorganization or otherwise,
      of an operating business; (ii) “Insiders” shall mean all officers, directors and
      stockholders of the Company immediately prior to the IPO; (iii) “Insider Shares”
shall mean all of the shares of Common Stock of the Company acquired by an
      Insider prior to the IPO or privately from the Company simultaneously with
      the
      IPO; and (iv) “IPO Shares” shall mean the shares of Common Stock issued in the
      Company’s IPO.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Pantheon
      China Acquisition Corp.

    EarlyBirdCapital,
      Inc.

    June
      26,
      2006

    Page
      5

    
      	 	 	 
	 
 	 
 	 
 
	 	  	Mark
              D.
              Chen
	 	
              
Print
              Name of Insider
	 	 


      	 	 	 
	 
 	 
 	 
 
	 	 	
              /s/
                Mark D. Chen

            
	 	
              
Signature
	 	 




    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Exhibit
      A

    


    Mark
      D. Chen
      has been
      our chairman of the board, chief executive officer and president since our
      inception. Since November 2005, Mr. Chen has been a private investor and has
      been affiliated with Easton Capital Investment Group, which manages a number
      of
      private equity limited partnerships, including Easton Hunt Capital Partners,
      L.P., as a venture partner. He has also been founder and general partner of
      Easton Hunt Capital Partners, L.P. since its formation in 1999. From February
      1998 to November 2005, Mr. Chen served in various positions with Easton Capital
      Investment Group and its various affiliated funds, including most recently
      as
      managing director. From January 1997 to December 1997, Mr. Chen served as chief
      operating officer and was a co-founder of SureData Inc., a computer component
      and system marketing and distribution company in China. From October 1994 to
      January 1997, Mr. Chen served as a manager of research and development for
      Cincinnati Milacron Company, a supplier of industrial consumables, machinery
      and
      other products to industrial product manufacturers. Mr. Chen was a Business
      Analyst from 1989 to 1990 of Nin De Material Corp., a trading and logistics
      company in China. Mr. Mr. Chen received a B.S. from the Shanghai Jiao Tong
      University in Shanghai, China, a M.S. from Pennsylvania State University and
      a
      M.B.A. from the Columbia Business School at Columbia University. Mr. Chen is
      the
      spouse of Jennifer J. Weng.