MIDDLE KINGDOM ALLIANCE CORPORATION

Exhibit 10.5

MIDDLE KINGDOM ALLIANCE CORPORATION

December 19, 2006

Primus Capital LLC

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35125 CITIC Square

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MTP Holdings Ltd.

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▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ Road,

Shanghai 200021, P.R. China

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Gentlemen:

This letter will confirm our agreement that, commencing on the effective date (“Effective Date”) of the registration statement for the initial public offering (“IPO”) of the securities of Middle Kingdom Alliance Corporation (the “Company”) and continuing (i) until the consummation by the Company of a “Business Combination” (as described in the Company’s IPO prospectus), OR (ii) the later of (a) 18 months from commencement of the IPO if the Company does not effect a Business Combination, or (b) 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 and the Company has not effected a Business Combination, the above entities and individuals shall make available to the Company certain office and secretarial services as may be required by the Company from time to time. In exchange therefore, the Company shall allocate among Primus Capital LLC, ▇▇▇▇▇▇▇ ▇▇▇▇▇, MTP Holdings LLC and ▇▇▇▇▇ ▇▇▇ the sum of $7,500 per month on the Effective Date and continuing monthly thereafter, as directed by the parties.

 

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AGREED TO AND ACCEPTED BY:
		/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ III
		PRIMUS CAPITAL, LLC
By:		▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ III, Chief Executive Officer
		/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇
		▇▇▇▇▇▇▇ ▇▇▇▇▇
		/s/ ▇▇▇▇ ▇▇▇▇ Yao
		MTP HOLDINGS LTD.
By:		▇▇▇▇ ▇▇▇▇ Yao, Director
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