Re: Initial Public Offering

Exhibit 10.1

The undersigned shareholder, officer and/or director of Middle Kingdom Alliance Corporation (the “Company”), in consideration of Newbridge Securities Corporation, I-Bankers Securities, Inc. and Westminster Securities Corporation (the “Representatives”) entering into a letter of intent (the “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 12 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 18 months from the effective date (the “Effective Date”) of the registration statement relating to the IPO (or 24 months from the consummation of the IPO if a letter of intent, agreement in principle or definitive agreement has been executed within 18 months of commencement of the IPO), the undersigned will take all reasonable actions within his power to cause the Company to liquidate as soon as reasonably practicable. In the event of the liquidation of the Trust Fund (as described in the IPO prospectus), the undersigned agrees, subject to the limitation set forth in the following sentence, 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. The foregoing indemnification shall be on a several basis with the other Insiders, and the indemnification amount owed by the undersigned shall be limited to that percentage of the total indemnification amount multiplied by the undersigned’s ownership of the Company’s Series A Units immediately prior to the IPO (or ___%). Any amounts payable by the undersigned pursuant to this paragraph shall be payable directly to Continental Stock Transfer and Trust Company, as trustee, to be held for the benefit of the Class B common stockholders and to be distributed in accordance with the Investment Management Trust Agreement between Continental Stock Transfer and Trust Company and the Company.

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 invest in 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 obligations the undersigned might have.

4.   The undersigned acknowledges and agrees that the Company will not consummate any Business Combination that