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Registration Rights Agreement

REGISTRATION RIGHTS AGREEMENT

THIS REGISTRATION RIGHTS AGREEMENT (this Agreement) is entered into as of the day of , 2006, by and among, Middle Kingdom Alliance Corporation, a corporation organized under the laws of Delaware (the Company), and the undersigned parties listed under Investor on the signature page hereto (each, an Investor and collectively, the Investors).

WHEREAS, the Investors purchased Series A Units, consisting of one share of Company common stock (Common Stock) and four Class A warrants, in a private placement made in accordance with Section 4(2) under the Securities Act of 1933 prior to the Companys public offering;

WHEREAS, the Investors also purchased additional shares of the Companys Common Stock prior to its public offering;

WHEREAS, the Investors currently hold all of the issued and outstanding securities of the Company; and

WHEREAS, the Investors and the Company desire to enter into this Agreement to provide the Investors with certain rights relating to the registration of the Common Stock, Class A warrants and Common Stock underlying the Class A warrants held by them;

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1. DEFINITIONS. The following capitalized terms used herein have the following meanings:

Agreement means this Agreement, as amended, restated, supplemented, or otherwise modified from time to time.

Commission means the Securities and Exchange Commission, or any other federal agency then administering the Securities Act or the Exchange Act.

Company is defined in the preamble to this Agreement.

Demand Registration is defined in Section 2.1.1.

Demanding Holder is defined in Section 2.1.1.

Exchange Act means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder, all as the same shall be in effect at the time.

Form S-1 is defined in Section 2.3.

Indemnified Party is defined in Section 4.3.

Indemnifying Party is defined in Section 4.3.

Investor is defined in the preamble to this Agreement.

Investor Indemnified Party is defined in Section 4.1.

Maximum Number of Shares is defined in Section 2.1.4.

Notices is defined in Section 6.3.

Common Stock shall mean common stock of the Company, par value $0.001 per share.

Piggy-Back Registration is defined in Section 2.2.1.

Register, registered and registration mean a registration effected by preparing and filing a registration statement in compliance with the requirements of the Securities Act, and the applicable rules and regulations promulgated thereunder, and such registration statement becoming effective.

Registrable Securities means the Common Stock owned or held by Investors, the Class A warrants owned or held by Investors, and the Common Stock underlying the Class A warrants owned or held by Investors. Registrable Securities includes any warrants, Common Stock or other securities of the Company issued as a dividend or other distribution with respect to or in exchange for or in replacement of such Common Stock, Class A warrants or Common Stock underlying the Class A warrants. As to any particular Registrable Securities, such securities shall cease to be Registrable Securities when: (a) a Registration Statement with respect to the sale of such securities shall have become effective under the Securities Act and such securities shall have been sold, transferred, disposed of or exchanged in accordance with such Registration Statement; (b) such securities shall have been otherwise transferred, new certificates for them not bearing a legend restricting further transfer shall have been delivered by the Company and subsequent public distribution of them shall not require registration under the Securities Act; (c) such securities shall have ceased to be outstanding, or (d) the Registrable Securities are salable under Rule 144(k) in the opinion of counsel to the Company.

Registration Statement means a registration statement filed by the Company with the Commission in compliance with the Securities Act and the rules and regulations promulgated thereunder for a public offering and sale of securities of the Company (other than a registration statement on Form S-4 or Form S-8, or their successors, or any registration statement covering only securities proposed to be issued in exchange for securities or assets of another entity).