STOCK
      ESCROW AGREEMENT

    


    STOCK
      ESCROW AGREEMENT, dated as of _____________, 2006 (“Agreement”), by and among
      PANTHEON CHINA ACQUISITION CORP., a Delaware corporation (“Company”), MARK D.
      CHEN, JENNIFER J. WENG, CHRISTINA JUN MU, KEVIN KEZHONG WU, SUPER CASTLE
      INVESTMENTS LIMITED, QIANG SEAN WANG, HUNTER S. REISNER, JOHN H. FRIEDMAN and
      FRANCISCO A. GARCIA (collectively “Initial Stockholders”) and CONTINENTAL STOCK
      TRANSFER & TRUST COMPANY, a
      New
      York corporation (“Escrow
      Agent”).

    


    WHEREAS,
      the Company has entered into an Underwriting Agreement, dated __________, 2006
      (“Underwriting Agreement”), with EarlyBirdCapital, Inc. (“EBC”) acting as
      representative of the several underwriters (collectively, the “Underwriters”),
      pursuant to which, among other matters, the Underwriters have agreed to purchase
      5,000,000 units (“Units”) of the Company. Each Unit consists of one share of the
      Company’s common stock, par value $.0001 per share (“Common Stock”), and two
      Warrants, each Warrant to purchase one share of Common Stock, all as more fully
      described in the Company’s final Prospectus, dated _________, 2006
      (“Prospectus”) comprising part of the Company’s Registration Statement on Form
      S-1 (File No. 333-_______) under the Securities Act of 1933, as
      amended (“Registration Statement”), declared effective on ________, 2006
      (“Effective Date”).

    


    WHEREAS,
      the Initial Stockholders have agreed as a condition of the sale of the Units
      to
      deposit their shares of Common Stock of the Company, as set forth opposite
      their
      respective names in Exhibit A attached hereto (collectively “Escrow Shares”), in
      escrow as hereinafter provided.

    


    WHEREAS,
      the Company and the Initial Stockholders desire that the Escrow Agent accept
      the
      Escrow Shares, in escrow, to be held and disbursed as hereinafter
      provided.

    


    IT
      IS
      AGREED:


    1. Appointment
      of Escrow Agent.
      The
      Company and the Initial Stockholders 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 Stockholders shall deliver to
      the
      Escrow Agent certificates representing his respective Escrow Shares, to be
      held
      and disbursed subject to the terms and conditions of this Agreement. Each
      Initial Stockholder acknowledges that the certificate representing his Escrow
      Shares is legended to reflect the deposit of such Escrow Shares under this
      Agreement.

    


    3. Disbursement
      of the Escrow Shares.
      The
      Escrow Agent shall hold the Escrow Shares until the third anniversary of the
      Effective Date (“Escrow Period”), on which date it shall, upon written
      instructions from each Initial Stockholder, disburse each of the Initial
      Stockholder’s Escrow Shares (and any applicable stock power) to such Initial
      Stockholder; provided, however, that if the Escrow Agent is notified by the
      Company pursuant to Section 6.7 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, however,
      that
      if, after the Company consummates a Business Combination (as such term is
      defined in the Registration Statement), it (or the surviving entity)
      subsequently consummates a liquidation, merger, stock exchange or other similar
      transaction which results in all of the stockholders 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 Chief Executive Officer of the Company, in form reasonably acceptable to
      the
      Escrow Agent, that such transaction is then being consummated, release the
      Escrow Shares to the Initial Stockholders upon consummation of the 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.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    4. Rights
      of Initial Stockholders in Escrow Shares.
      

    


    4.1 Voting
      Rights as a Stockholder.
      Subject
      to the terms of the Insider Letter described in Section 4.4 hereof and except
      as
      herein provided, the Initial Stockholders shall retain all of their rights
      as
      stockholders 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 Stockholders, but all dividends payable
      in
      stock or other non-cash 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) by gift to a member of Initial Stockholder’s
      immediate family or to a trust, the beneficiary of which is an Initial
      Stockholder or a member of an Initial Stockholder’s immediate family, (ii) by
      virtue of the laws of descent and distribution upon death of any Initial
      Stockholder, or (iii) pursuant to a qualified domestic relations order;
provided,
      however,
      that
      such permissive 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 Initial Stockholder
      transferring the Escrow Shares. 

    


    4.4 Insider
      Letters.
      Each of
      the Initial Stockholders has executed a letter agreement with EBC and the
      Company, dated as indicated on Exhibit A hereto, and which is filed as an
      exhibit to the Registration Statement (“Insider Letter”), respecting the rights
      and obligations of such Initial Stockholder 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
      Agree-ment 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 it shall have given its prior written consent thereto.


    


    
      
        
        

      

      
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     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 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 reasonable compensation from the Company
      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
      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
      Stockholders 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 itself 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 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 so appointed 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 as provided in
      Section 5.5.

    


    
      
        
        

      

      
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    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 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.

    


    6.2 Third
      Party Beneficiaries.
      Each of
      the Initial Stockholders hereby acknowledges that the Underwriters are third
      party beneficiaries of this Agreement and this Agreement may not be modified
      or
      changed without the prior written consent of EBC. 

    


    6.3 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 the party
      to
      the charged. 

    


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

    


    6.5 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.

    


    6.6 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:

            


    

    


    
      	 	 	 	
              Pantheon
                China Acquisition Corp.

            


    

    3106B,
      Office Tower A

    Beijing
      Fortune Plaza 7 Dongsanhuan Zhonglu

    Chaoyang
      District 

    Beijing
      100020, China

    Attn: Chairman

    


    If
      to a
      Stockholder, 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: Chairman

    


    
      
        
        

      

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

    


    and:

    


    EarlyBirdCapital,
      Inc.

    275
      Madison Avenue, Suite 1203

    New
      York,
      New York 10016

    Attn: David
      M.
      Nussbaum, Chairman

    


    and:

    


    Graubard
      Miller

    The
      Chrysler Building

    405
      Lexington Avenue

    New
      York,
      New York 10174

    Attn: David
      Alan Miller, Esq.

     

    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.

    


     6.7 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 within the time period(s) specified in the
      Prospectus.

     

    
      
        
        

      

      
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    WITNESS
      the execution of this Agreement as of the date first above written.

    
      	 	 	 
	 	 	PANTHEON CHINA ACQUISITION
              CORP.
	 
 	 
 	 
 
	 	By:  	 
	 	
              

            
	 	 
	 	 
	 	INITIAL
              STOCKHOLDERS:
	 	 
	 	 
	 	Mark D. Chen
	 	 
	 	 
	 	Jennifer J. Weng
	 	 
	 	 
	 	Christina Jun Mu
	 	 
	 	 
	 	Kevin Kezhong Wu
	 	 
	 	 
	 	Qiang
              Sean Wang
	 	 
	 	 
	 	Hunter S. Reisner
	 	 
	 	 
	 	John H. Friedman
	 	 
	 	 
	 	Francisco A. Garcia


    

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

    
      	 	 	SUPER
              CASTLE INVESTMENTS LIMITED
	 
 	 
 	 
 
	 	By:  	 
	 	
              Name:

              Title:

            
	 	 
	 	 
	 	
              CONTINENTAL
                STOCK TRANSFER

              &
                TRUST COMPANY

            
	 	 
	 	 
	
               By: 


            	 
	 	
              Name:
                

              Title:  

            


    

     

    
      
        
        

      

      
        7

        
          

        

      

       

    



    EXHIBIT
      A

    


    
      	
              Name
                and Address of 

              Initial
                Stockholder 

            	
               

            	
              Number
                

              of
                Shares

            	
               

            	
              Stock
                

              Certificate
                Number

            	
               

            	
              Date
                of 

              Insider
                Letter

            
	 	 	 	 	 	 	 
	
              Mark
                D. Chen

              Pantheon
                China Acquisition Corp.

              3106B,
                Office Tower A

              Beijing
                Fortune Plaza 7 Dongsanhuan Zhonglu

              Chaoyang
                District 

              Beijing
                100020, China

            	 	
              242,500

            	 	
              1

            	 	
              June
                26, 2006

            
	 	 	 	 	 	 	 
	
              Super
                Castle Investments Limited

              c/o
                Mark D. Chen

              Pantheon
                China Acquisition Corp.

              3106B,
                Office Tower A

              Beijing
                Fortune Plaza 7 Dongsanhuan Zhonglu

              Chaoyang
                District 

              Beijing
                100020, China

            	 	
              350,000

            	 	
              2

            	 	
              June
                26, 2006

            
	 	 	 	 	 	 	 
	
              Jennifer
                J. Weng

              Pantheon
                China Acquisition Corp.

              3106B,
                Office Tower A

              Beijing
                Fortune Plaza 7 Dongsanhuan Zhonglu

              Chaoyang
                District 

              Beijing
                100020, China

            	 	
              100,000

            	 	
              3

            	 	
              June
                26, 2006

            
	 	 	 	 	 	 	 
	
              Christina
                Jun Mu

              Pantheon
                China Acquisition Corp.

              3106B,
                Office Tower A

              Beijing
                Fortune Plaza 7 Dongsanhuan Zhonglu

              Chaoyang
                District 

              Beijing
                100020, China

            	 	
              231,250

            	 	
              4

            	 	
              June
                26, 2006

            
	 	 	 	 	 	 	 
	
              Kevin
                Kezhong Wu

              Pantheon
                China Acquisition Corp.

              3106B,
                Office Tower A

              Beijing
                Fortune Plaza 7 Dongsanhuan Zhonglu

              Chaoyang
                District 

              Beijing
                100020, China

            	 	
              231,250

            	 	
              5

            	 	
              June
                26, 2006

            
	 	 	 	 	 	 	 
	
              Qiang
                Sean Wang

            	 	
              45,000

            	 	
              6

            	 	
              June
                26, 2006

            
	 	 	 	 	 	 	 
	
              John
                H. Friedman

            	 	
              15,000

            	 	
              6

            	 	
              June
                26, 2006

            
	 	 	 	 	 	 	 
	
              Hunter
                S. Reisner

            	 	
              20,000

            	 	
              6

            	 	
              June
                26, 2006

            
	 	 	 	 	 	 	 
	
              Francisco
                A. Garcia

            	 	
              15,000

            	 	
              6

            	 	
              June
                26, 2006