INVESTMENT
      MANAGEMENT TRUST AGREEMENT

     

    This
      Agreement is made as of _____________, 2006 by and between Pantheon China
      Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust
      Company (“Trustee”).

    


    WHEREAS,
      the Company’s registration statement on Form S-1, No. 333-______
      (“Registration Statement”), for its initial public offering of securities
      (“IPO”) has been declared effective as of the date hereof (“Effective Date”) by
      the Securities and Exchange Commission (capitalized terms used herein and not
      otherwise defined shall have the meanings set forth in the Registration
      Statement); and 

    


    WHEREAS,
      EarlyBirdCapital, Inc. (“EBC”) is acting as the representative of the
      underwriters in the IPO; and

    


    WHEREAS,
      as described in the Registration Statement, and in accordance with the Company’s
      Certificate of Incorporation, $28,450,000.40 of the gross proceeds of the IPO
      and sale of the Insider Warrants (as defined in the Registration Statement)
      ($32,747,500.40 if the underwriters overallotment option is exercised in full)
      will be delivered to the Trustee to be deposited and held in a trust account
      for
      the benefit of the Company and the holders of the Company’s common stock, par
      value $.0001 per share, issued in the IPO as hereinafter provided and in the
      event the Units are registered in Colorado, pursuant to Section 11-51-302(6)
      of
      the Colorado Revised Statutes. A copy of the Colorado Statute is attached hereto
      and made a part hereof (the amount to be delivered to the Trustee will be
      referred to herein as the “Property”; the stockholders for whose benefit the
      Trustee shall hold the Property will be referred to as the “Public
      Stockholders,” and the Public Stockholders and the Company will be referred to
      together as the “Beneficiaries”); and 

    


    WHEREAS,
      the Company and the Trustee desire to enter into this Agreement to set forth
      the
      terms and conditions pursuant to which the Trustee shall hold the
      Property;

    


    IT
      IS
      AGREED:

    


    1. Agreements
      and Covenants of Trustee.
      The
      Trustee hereby agrees and covenants to:


    


    (a) Hold
      the
      Property in trust for the Beneficiaries in accordance with the terms of this
      Agreement, including the terms of Section 11-51-302(6) of the Colorado Statute,
      in a segregated trust account (“Trust Account”) established by the
      Trustee; 

    


    (b) Manage,
      supervise and administer the Trust Account subject to the terms and conditions
      set forth herein;

    


    (c) In
      a
      timely manner, upon the instruction of the Company, to invest and reinvest
      the
      Property in United States “government securities” within the meaning of Section
      2(a)(16) of the Investment Company Act of 1940 having a maturity of 180 days
      or
      less,
      and/or
      in any open ended investment company registered under the Investment Company
      Act
      of 1940 that holds itself out as a money market fund selected by the Company
      meeting the conditions of paragraphs (c)(2), (c)(3) and (c)(4) of Rule 2a-7
      promulgated under the Investment Company Act of 1940, as determined by the
      Company;

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    (d) Collect
      and receive, when due, all principal and income arising from the Property,
      which
      shall become part of the “Property,” as such term is used herein;

    


    (e) Notify
      the Company of all communications received by it with respect to any Property
      requiring action by the Company;

    


    (f) Supply
      any necessary information or documents as may be requested by the Company in
      connection with the Company’s preparation of its returns;

    


    (g) Participate
      in any plan or proceeding for protecting or enforcing any right or interest
      arising from the Property if, as and when instructed by the Company to do
      so;

    


    (h) Render
      to
      the Company and to EBC, and to such other person as the Company may instruct,
      monthly written statements of the activities of and amounts in the Trust Account
      reflecting all receipts and disbursements of the Trust Account; and

    


    (i) Commence
      liquidation of the Trust Account only after and promptly after receipt of,
      and
      only in accordance with, the terms of a letter (“Termination Letter”), in a
      form substantially similar to that attached hereto as either Exhibit A or
      Exhibit B hereto, signed on behalf of the Company by its President or
      Chairman of the Board and Secretary or Assistant Secretary and affirmed by
      counsel for the Company, and complete the liquidation of the Trust Account
      and
      distribute the Property in the Trust Account only as directed in the Termination
      Letter and the other documents referred to therein; provided,
      however,
      that in
      the event that a Termination Letter has not been received by the Trustee by
      the
      24-month anniversary of the effective date of the Registration Statement (“Last
      Date”), the Trust Account shall be liquidated in accordance with the procedures
      set forth in the Termination Letter attached as Exhibit B hereto and distributed
      to the stockholders of record on the Last Date. In all cases, the Trustee shall
      provide EBC with a copy of any Termination Letters and/or any other
      correspondence that it receives with respect to any proposed withdrawal from
      the
      Trust Account promptly after it receives same. The provisions of this Section
      1(i) may not be modified, amended or deleted under any
      circumstances.

    


    (j) Upon
      written request from the Company, which may be given from time to time at any
      time after _____________, 2007 in a form substantially similar to that attached
      hereto as Exhibit C, the Trustee shall distribute to the Company the amount
      requested by the Company to
      cover
      expenses related to investigating and selecting a target business, income and
      other taxes and other working capital requirements; provided, however, that
      (i)
      such distribution shall be only from income collected on the Property and (ii)
      the aggregate amount of all such distributions shall not exceed $300,000.

    


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    2. Agreements
      and Covenants of the Company.
      The
      Company hereby agrees and covenants to:

    


    (a) Give
      all
      instructions to the Trustee hereunder in writing, signed by the Company’s
      Chairman of the Board or President. In addition, except with respect to its
      duties under paragraphs 1(i) and 1(j) above, the Trustee shall be entitled
      to
      rely on, and shall be protected in relying on, any verbal or telephonic advice
      or instruction which it in good faith believes to be given by any one of the
      persons authorized above to give written instructions, provided that the Company
      shall promptly confirm such instructions in writing;

    


    (b) Hold
      the
      Trustee harmless and indemnify the Trustee from and against, any and all
      expenses, including reasonable counsel fees and disbursements, or loss suffered
      by the Trustee in connection with any action, suit or other proceeding brought
      against the Trustee involving any claim, or in connection with any claim or
      demand which in any way arises out of or relates to this Agreement, the services
      of the Trustee hereunder, or the Property or any income earned from investment
      of the Property, except for expenses and losses resulting from the Trustee's
      gross negligence or willful misconduct. Promptly after the receipt by the
      Trustee of notice of demand or claim or the commencement of any action, suit
      or
      proceeding, pursuant to which the Trustee intends to seek indemnification under
      this paragraph, it shall notify the Company in writing of such claim
      (hereinafter referred to as the “Indemnified Claim”). The Trustee shall have the
      right to conduct and manage the defense against such Indemnified Claim,
      provided, that the Trustee shall obtain the consent of the Company with respect
      to the selection of counsel, which consent shall not be unreasonably withheld.
      The Trustee may not agree to settle any Indemnified Claim without the prior
      written consent of the Company unless such settlement includes a full release
      of
      the Company with respect to such Indemnified Claim. The Company may participate
      in such action with its own counsel; 

    


    (c) Pay
      the
      Trustee an initial acceptance fee of $1,000 and an annual fee of $3,000 (it
      being expressly understood that the Property shall not be used to pay such
      fee).
      The Company shall pay the Trustee the initial acceptance fee and first year’s
      fee at the consummation of the IPO and thereafter on the anniversary of the
      Effective Date. The Trustee shall refund to the Company the fee (on a pro rata
      basis) with respect to any period after the liquidation of the Trust Fund.
      The
      Company shall not be responsible for any other fees or charges of the Trustee
      except as may be provided in paragraph 2(b) hereof (it being expressly
      understood that the Property shall not be used to make any payments to the
      Trustee under such paragraph);

    


    (d) Provide
      to the Trustee any letter of intent, agreement in principle or definitive
      agreement for a Business Combination that is executed on or prior to the First
      Date; and

    


    (e) In
      connection with any vote of the Company’s stockholders regarding a Business
      Combination, provide to the Trustee an affidavit or certificate of a firm
      regularly engaged in the business of soliciting proxies and/or tabulating
      stockholder votes (which firm may be the Trustee) verifying the vote of the
      Company’s stockholders regarding such Business Combination.

    


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

    3. Limitations
      of Liability.
      The
      Trustee shall have no responsibility or liability to:

    


    (a) Take
      any
      action with respect to the Property, other than as directed in paragraph 1
      hereof and the Trustee shall have no liability to any party except for liability
      arising out of its own gross negligence or willful misconduct;

    


    (b) Institute
      any proceeding for the collection of any principal and income arising from,
      or
      institute, appear in or defend any proceeding of any kind with respect to,
      any
      of the Property unless and until it shall have received instructions from the
      Company given as provided herein to do so and the Company shall have advanced
      or
      guaranteed to it funds sufficient to pay any expenses incident
      thereto;

    


    (c) Change
      the investment of any Property, other than in compliance with
      paragraph 1(c);

    


    (d) Refund
      any depreciation in principal of any Property;

    


    (e) Assume
      that the authority of any person designated by the Company to give instructions
      hereunder shall not be continuing unless provided otherwise in such designation,
      or unless the Company shall have delivered a written revocation of such
      authority to the Trustee;

    


    (f) The
      other
      parties hereto or to anyone else for any action taken or omitted by it, or
      any
      action suffered by it to be taken or omitted, in good faith and in the exercise
      of its own best judgment, except for its gross negligence or willful misconduct.
      The Trustee 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 Trustee), 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 Trustee, in good faith, to be
      genuine and to be signed or presented by the proper person or persons. The
      Trustee shall not be bound by any notice or demand, or any waiver, modification,
      termination or rescission of this Agreement or any of the terms hereof, unless
      evidenced by a written instrument delivered to the Trustee signed by the proper
      party or parties and, if the duties or rights of the Trustee are affected,
      unless it shall give its prior written consent thereto;

    


    (g) Verify
      the correctness of the information set forth in the Registration Statement
      or to
      confirm or assure that any acquisition made by the Company or any other action
      taken by it is as contemplated by the Registration Statement; and

    


    (h) Pay
      any
      taxes on behalf of the Trust Account.

    


    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

    4. Termination.
      This
      Agreement shall terminate as follows:

    


    (a) If
      the
      Trustee gives written notice to the Company that it desires to resign under
      this
      Agreement, the Company shall use its reasonable efforts to locate a successor
      trustee. At such time that the Company notifies the Trustee that a successor
      trustee has been appointed by the Company and has agreed to become subject
      to
      the terms of this Agreement, the Trustee shall transfer the management of the
      Trust Account to the successor trustee, including but not limited to the
      transfer of copies of the reports and statements relating to the Trust Account,
      whereupon this Agreement shall terminate; provided, however, that, in the event
      that the Company does not locate a successor trustee within ninety days of
      receipt of the resignation notice from the Trustee, the Trustee may submit
      an
      application to have the Property deposited with any court in the State of New
      York or with the United States District Court for the Southern District of
      New
      York and upon such deposit, the Trustee shall be immune from any liability
      whatsoever; or 

    


    (b) At
      such
      time that the Trustee has completed the liquidation of the Trust Account in
      accordance with the provisions of paragraph 1(i) hereof, and distributed the
      Property in accordance with the provisions of the Termination Letter, this
      Agreement shall terminate except with respect to Paragraph 2(b).

    


    5. Miscellaneous.

    


    (a) The
      Company and the Trustee each acknowledge that the Trustee will follow the
      security procedures set forth below with respect to funds transferred from
      the
      Trust Account. Upon receipt of written instructions, the Trustee will confirm
      such instructions with an Authorized Individual at an Authorized Telephone
      Number listed on the attached Exhibit D. The Company and the Trustee will
      each restrict access to confidential information relating to such security
      procedures to authorized persons. Each party must notify the other party
      immediately if it has reason to believe unauthorized persons may have obtained
      access to such information, or of any change in its authorized personnel. In
      executing funds transfers, the Trustee will rely upon account numbers or other
      identifying numbers of a beneficiary, beneficiary's bank or intermediary bank,
      rather than names. The Trustee shall not be liable for any loss, liability
      or
      expense resulting from any error in an account number or other identifying
      number, provided it has accurately transmitted the numbers
      provided.

    


    (b) This
      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. 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.

    


    (c) This
      Agreement contains the entire agreement and understanding of the parties hereto
      with respect to the subject matter hereof. Except for Section 1(i) (which may
      not be amended under any circumstances), this Agreement or any provision hereof
      may only be changed, amended or modified by a writing signed by each of the
      parties hereto; provided, however, that no such change, amendment or
      modification may be made without the prior written consent of EBC. 

    


    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

       

      
        As
          to any
          claim, crossclaim or counterclaim in any way relating to this Agreement,
          each
          party waives the right to trial by jury.

         

      

    

    (d) The
      parties hereto consent to the jurisdiction and venue of any state or federal
      court located in the City of New York, Borough of Manhattan, for purposes of
      resolving any disputes hereunder.

    


    (e) Any
      notice, consent or request to be given in connection with any of the terms
      or
      provisions of this Agreement shall be in writing and shall be sent by express
      mail or similar private courier service, by certified mail (return receipt
      requested), by hand delivery or by facsimile transmission:

    


    if
      to the
      Trustee, to:

    


    Continental
      Stock Transfer &
      Trust Company

    17
      Battery Place 

    New
      York,
      New York 10004

    Attn: Steven
      G.
      Nelson

    Fax
      No.:
      (212) 509-5150

    


    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: Chief
      Executive Officer

    Fax
      No.:
(___)
      ___-____

    


    in
      either
      case with a copy to:

    


    EarlyBirdCapital,
      Inc. 

    275
      Madison Avenue, Suite 1203

    New
      York,
      New York 10016

    Attn: David
      M.
      Nussbaum

    Fax
      No.:
      (212) 269-3796

    


    (f) This
      Agreement may not be assigned by the Trustee without the prior consent of the
      Company.

    


    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

    (g) Each
      of
      the Trustee and the Company hereby represents that it has the full right and
      power and has been duly authorized to enter into this Agreement and to perform
      its respective obligations as contemplated hereunder. The Trustee acknowledges
      and agrees that it shall not make any claims or proceed against the Trust
      Account, including by way of set-off, and shall not be entitled to any funds
      in
      the Trust Account under any circumstance.

    
(h) Each
      of
      the Company and the Trustee hereby acknowledge that EBC is a third party
      beneficiary of this Agreement.


    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the parties have duly executed this Investment Management
      Trust
      Agreement as of the date first written above.

     

    
      	 	 	 
	 	
              CONTINENTAL
                STOCK TRANSFER & TRUST COMPANY, as Trustee

            
	 
 	 
 	 
 
	
            	By:  	
            
	 	
              

              Name:
                

              Title:
                

            


      	 	 	 
	 	 	 
	 	
              PANTHEON
                CHINA ACQUISITION CORP.

            
	 
 	 
 	 
 
	
            	By:  	
            
	 	
              

              Name:
                

              Title:
                 

            


    

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    



    EXHIBIT
      A

    


    [Letterhead
      of Company]

    


    [Insert
      date]

    


    Continental
      Stock Transfer &
      Trust Company

    17
      Battery Place

    New
      York,
      New York 10004

    Attn:
      Steven Nelson

    


    Re: Trust
      Account No. 530 - Termination Letter

    


    Gentlemen:

    


    Pursuant
      to paragraph 1(i) of the Investment Management Trust Agreement between Pantheon
      China Acquisition Corp. (“Company”) and Continental Stock Transfer & Trust
      Company (“Trustee”), dated as of __________, 2006 (“Trust Agreement”), this is
      to advise you that the Company has entered into an agreement (“Business
      Agreement”) with __________________ (“Target Business”) to consummate a business
      combination with Target Business (“Business Combination”) on or about
[insert
      date].
      The
      Company shall notify you at least 48 hours in advance of the actual date of
      the
      consummation of the Business Combination (“Consummation Date”).

    


    In
      accordance with the terms of the Trust Agreement, we hereby authorize you to
      commence liquidation of the Trust Account to the effect that, on the
      Consummation Date, all of funds held in the Trust Account will be immediately
      available for transfer to the account or accounts that the Company shall direct
      on the Consummation Date.

    


    On
      the
      Consummation Date (i) counsel for the Company shall deliver to you written
      notification that (a) the Business Combination has been consummated and (b)
      the
      provisions of Section 11-51-302(6) and Rule 51-3.4 of the Colorado Statute
      have
      been met, and (ii) the Company shall deliver to you (a) [an affidavit] [a
      certificate] of __________________, which verifies the vote of the Company’s
      stockholders in connection with the Business Combination and (b) written
      instructions with respect to the transfer of the funds held in the Trust Account
      (“Instruction Letter”). You are hereby directed and authorized to transfer the
      funds held in the Trust Account immediately upon your receipt of the counsel's
      letter and the Instruction Letter, in accordance with the terms of the
      Instruction Letter. In the event that certain deposits held in the Trust Account
      may not be liquidated by the Consummation Date without penalty, you will notify
      the Company of the same and the Company shall direct you as to whether such
      funds should remain in the Trust Account and distributed after the Consummation
      Date to the Company. Upon the distribution of all the funds in the Trust Account
      pursuant to the terms hereof, the Trust Agreement shall be
      terminated.

    


    In
      the
      event that the Business Combination is not consummated on the Consummation
      Date
      described in the notice thereof and we have not notified you on or before the
      original Consummation Date of a new Consummation Date, then the funds held
      in
      the Trust Account shall be reinvested as provided in the Trust Agreement on
      the
      business day immediately following the Consummation Date as set forth in the
      notice.

     

    
      	 	 	 
	 	
              Very
                truly yours,

               

              
                PANTHEON
                  CHINA ACQUISITION CORP.

              

            
	 
 	 
 	 
 
	
            	By:  	
            
	 	
              

              Mark
                D. Chen, Chairman of the Board

            


    

    
      	 	 	 
	 
 	 
 	 
 
	
            	By:  	
            
	 	
              

              Jennifer
                J. Weng, Secretary

            
	
              cc:
                EarlyBirdCapital, Inc. 

            	 


    

    
       

    

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    


    EXHIBIT
      B

     

    [Letterhead
      of Company]

    


    [Insert
      date]

    Continental
      Stock Transfer &
      Trust Company

    17
      Battery Place

    New
      York,
      New York 10004

    Attn:
      

    


    


    Re: Trust
      Account No. 530 - Termination Letter

    


    Gentlemen:

    


    Pursuant
      to paragraph 1(i) of the Investment Management Trust Agreement between Pantheon
      China Acquisition Corp. (“Company”) and Continental Stock Transfer & Trust
      Company (“Trustee”), dated as of ___________, 2006 (“Trust Agreement”),
this
      is
      to advise you that the Company has been unable to effect a Business Combination
      with a Target Company within the time frame specified in the Company’s
      Certificate of Incorporation, as described in the Company’s prospectus relating
      to its IPO.

    


    In
      accordance with the terms of the Trust Agreement, we hereby (a) certify to
      you
      that the provisions of Section 11-51-302(6) and Rule 51-3.4 of the Colorado
      Statute have been met and (b) authorize you, to commence liquidation of the
      Trust Account as promptly as practicable to stockholders of record on the Last
      Date (as defined in the Trust Agreement). You will notify the Company in writing
      as to when all of the funds in the Trust Account will be available for immediate
      transfer (“Transfer Date”) in accordance with the terms of the Trust Agreement
      and the Certificate of Incorporation of the Company. You shall commence
      distribution of such funds in accordance with the terms of the Trust Agreement
      and the Certificate of Incorporation of the Company and you shall oversee the
      distribution of the funds. Upon the distribution of all the funds in the Trust
      Account, your obligations under the Trust Agreement shall be
      terminated.

     

    
      
        	 	 	 
	 	
                Very
                  truly yours,

                 

                
                  PANTHEON
                    CHINA ACQUISITION CORP.

                

              
	 
 	 
 	 
 
	
              	By:  	
              
	 	
                

                Mark
                  D. Chen, Chairman of the Board

              


      

      
        	 	 	 
	 
 	 
 	 
 
	
              	By:  	
              
	 	
                

                Jennifer
                  J. Weng, Secretary

              
	
                cc:
                  EarlyBirdCapital, Inc. 

              	 


      

      
        

          
            
              
              

            

            
              10

              
                

              

            

            
              
              

            

          

        

      

    

     

    EXHIBIT
      C

     

    [Letterhead
      of Company]

    


    [Insert
      date]

     

    Continental
      Stock Transfer &
      Trust Company

    17
      Battery Place

    New
      York,
      New York 10004

    Attn:
      

     

    Re: Trust
      Account No. 530- Termination Letter

    


    Gentlemen:

    


    Pursuant
      to paragraph 1(j) of the Investment Management Trust Agreement between Pantheon
      China Acquisition Corp. (“Company”) and Continental Stock Transfer & Trust
      Company (“Trustee”), dated as of ___________, 2006 (“Trust Agreement”),
this
      is
      to advise you that the Company hereby requests that you deliver to the Company
      $_______ of the income earned on the Property as of the date hereof. The Company
      needs such funds to cover its expenses relating to investigating and selecting
      a
      target business and other working capital requirements. In accordance with
      the
      terms of the Trust Agreement, you are hereby directed and authorized to transfer
      (via wire transfer) such funds promptly upon your receipt of this letter to
      the
      Company’s operating account at:

    


    [WIRE
      INSTRUCTION INFORMATION]

    
      
        	 	 	 
	 	
                Very
                  truly yours,

                 

                
                  PANTHEON
                    CHINA ACQUISITION CORP.

                

              
	 
 	 
 	 
 
	
              	By:  	
              
	 	
                

                Mark
                  D. Chen, Chairman of the Board

              


      

      
        	 	 	 
	 
 	 
 	 
 
	
              	By:  	
              
	 	
                

                Jennifer
                  J. Weng, Secretary

              
	
                cc:
                  EarlyBirdCapital, Inc. 

              	 


      

      
         

      

    

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    


    EXHIBIT
      D

     

    
      	
              AUTHORIZED INDIVIDUAL(S)

              FOR TELEPHONE CALL BACK

            	 	 	
              AUTHORIZED

              TELEPHONE NUMBER(S)

            
	 	 	 	 
	
              Company:

            	 	 	 
	 	 	 	 
	
              
                Pantheon
                  China Acquisition Corp.

                3106B,
                  Office Tower A

                Beijing
                  Fortune Plaza 7 Dongsanhuan Zhonglu

                Chaoyang
                  District Beijing 100020

                China

                Attn:
                  

              

            	 	 	
              (___)
                ___-____

            
	 	 	 	 
	
              Trustee:

            	 	 	 
	 	 	 	 
	
              Continental
                Stock Transfer &
                Trust Company

              17
                Battery Place

              New
                York, New York 10004

              Attn:
                Steven G. Nelson, Chairman

            	 	 	
              (212)
                845-3200

            


    

     

    
      
        
        

      

      
        12