0001144204-06-037653 Sample Contracts

MIDDLE KINGDOM ALLIANCE CORP. UNDERWRITING AGREEMENT
Underwriting Agreement • September 8th, 2006 • Middle Kingdom Alliance Corp. • Blank checks • Florida

Middle Kingdom Alliance Corp., a Delaware corporation (the “Company”) proposes, subject to the terms and conditions contained herein, to sell to Newbridge Securities Corporation ("Newbridge") and I-Bankers Securities Incorporated ("I-Bankers") and the other underwriters named on Schedule I to this Agreement (the “Underwriters”) for whom Newbridge and I-Bankers are acting as Representatives (the “Representatives”):

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CLASS B WARRANT AGREEMENT
Class B Warrant Agreement • September 8th, 2006 • Middle Kingdom Alliance Corp. • Blank checks • Delaware

Agreement made as of [____], 2006 between Middle Kingdom Alliance Corp., a corporation organized under the laws of Delaware, with offices at 333 Sandy Springs Circle, Suite 223, Atlanta, GA 30328 (“Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at Continental Stock Transfer & Trust Company, 17 Battery Place, 8th floor, New York NY, 10004 (“Warrant Agent”).

INVESTMENT MANAGEMENT TRUST AGREEMENT
Investment Management Trust Agreement • September 8th, 2006 • Middle Kingdom Alliance Corp. • Blank checks • New York

This Agreement is made as of [___], 2006 by and between Middle Kingdom Alliance Corporation (the “Company”) and Continental Stock Transfer & Trust Company (“Trustee”).

CLASS A WARRANT AGREEMENT
Class a Warrant Agreement • September 8th, 2006 • Middle Kingdom Alliance Corp. • Blank checks • Delaware

Agreement made as of [____], 2006 between Middle Kingdom Alliance Corp., a corporation organized under the laws of Delaware, with offices at 333 Sandy Springs Circle, Suite 223, Atlanta, GA 30328 (“Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at Continental Stock Transfer & Trust Company, 17 Battery Place, 8th floor, New York NY, 10004 (“Warrant Agent”).

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