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:

    


    John
      H.
      Friedman (“Stockholder”), a stockholder 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 11 hereof):

    


    1. If
      the
      Company solicits approval of its stockholders of a Business Combination,
      Stockholder will vote all Insider Shares owned by it 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, Stockholder will vote all Insider Shares owned by it in
      favor of the Company’s decision to liquidate. Stockholder hereby waives any and
      all right, title, interest or claim of any kind in or to any distribution of
      the
      Trust Fund (as defined in the Letter of Intent) and any remaining net assets
      of
      the Company as a result of such liquidation with respect to its Insider Shares
      (“Claim”) and hereby waives any Claim it 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. 

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    3. Stockholder
      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.

     

    4. Neither
      Stockholder,
      any
      control person of Stockholder (“Control Person”), nor
      any
      affiliate of Stockholder (“Affiliate”) 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
      Stockholder shall be entitled to reimbursement from the Company for his
      out-of-pocket expenses incurred in connection with seeking and consummating
      a
      Business Combination. 

     

    5. Neither
      Stockholder, any
      Control Person,
      nor any
      Affiliate will be entitled to receive or accept a finder’s fee or any other
      compensation in the event the undersigned, any Control Person or any Affiliate
      of the undersigned originates a Business Combination. 

    


    6. Stockholder
      will escrow all of its Insider Shares acquired prior to the IPO (but
      not
      those to be acquired by it 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.

    


    7. Stockholder
      represents and warrants that no Control Person:

    


    (a) is
      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) has
      ever
      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) has
      ever
      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.

    


    8. Stockholder
      has full right and power, without violating any agreement by which it is bound,
      to enter into this letter agreement.

    


    9. Stockholder
      hereby waives its right to exercise conversion rights with respect to any shares
      of the Company’s common stock owned by it, directly or indirectly, and agrees
      that it will not seek conversion with respect to such shares in connection
      with
      any vote to approve a Business Combination.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    10. Stockholder
      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 Stockholder,
      Stockholder hereby agrees to vote against such proposal. This paragraph may
      not
      be modified or amended under any circumstances.

    


    11. 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. Stockholder 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,
      Stockholder 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.

    


    12. 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.

    
      	 	 	 
	 	 
	 	
              John
                H.
                Friedman

              
                
Print
                Name of Insider

            
	 	 
	 	 
	 	/s/ John H. Friedman 
              
Signature