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 and officer 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 her 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 her 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. 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    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 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 her 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. 

    


    7. The
      undersigned will escrow all of her Insider Shares acquired prior to the IPO
      (but
      not those to be acquired by her 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 Chief Financial Officer and Secretary 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:


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Pantheon
      China Acquisition Corp.

    EarlyBirdCapital,
      Inc.

    June
      26,
      2006

    Page
      3

    


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

    


    (c)  she
      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
      she is bound, to enter into this letter agreement and to serve as Chief
      Financial Officer and Secretary of the Company.

    


    10. The
      undersigned hereby waives her 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 she will not seek
      conversion with respect to such shares in connection with any vote to approve
      a
      Business Combination.

    


    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.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Pantheon
      China Acquisition Corp.

    EarlyBirdCapital,
      Inc.

    June
      26,
      2006

    Page
      4

    


    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.

    


    
      	 	 	 
	 
 	 
 	 
 
	 	 	Jennifer
              J. Weng
	 	
              
Print
              Name of Insider


    

    
      	 	 	 
	 	 	 
	 	 	/s/
              Jennifer J. Weng
	 	
              

              Signature

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Exhibit
      A

    


    Jennifer
      J. Weng has
      been
      our chief financial officer and secretary since our inception. Since
      April 2005, she has been an executive director of Greater
      Pacific Inc.,
      a
      financial advisory company through which she has been active in its private
      investment activities, as well as providing strategic and financial advisory
      services to private companies in China. From January 2001 to March 2005, she
      was
      a senior research analyst with Industrial Bank of Japan, Ltd. and its successor
      Mizuho Corporate Bank in New York, one of the world’s largest commercial banks,
      providing research, due diligence, and credit analysis for public debt offering,
      corporate lending and leveraged buyout transactions in a wide range of
      industries in the United States. From May 2000 to January 2001, she was vice
      president of finance for a-Media Inc., a publishing and media company based
      in
      New York. From February 1998 to May 2000, she was an associate of the fixed
      income division with Morgan Stanley. From 1995 to 1998, she was with KPMG Peat
      Marwick performing auditing on numerous private and public companies in United
      States. Ms. Weng received a B.A. from Tongji University, China and an M.B.A.
      from Indiana University of Pennsylvania. Ms. Weng is the spouse of Mark D.
      Chen.