Form of Investment Management Trust Agreement

INVESTMENT MANAGEMENT TRUST AGREEMENT ------------------------------------- This Agreement is made as of ________ ____, 2003 by and between GreatWall Acquisition Corporation ("Company") and Continental Stock Transfer & TrustCompany ("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 by the Securities andExchange Commission ("Effective Date"); and WHEREAS, Broadband Capital Management LLC ("Broadband") is acting as therepresentative of the underwriters in the IPO; and WHEREAS, as described in the Company's Registration Statement, and inaccordance with the Company's Certificate of Incorporation, $10,000,000 of thegross proceeds of the IPO ($11,602,000 if the underwriters over-allotment optionis exercised in full) will be delivered to the Trustee to be deposited and heldin a trust account for the benefit of the Company and the holders of theCompany's Common Stock issued in the IPO (the amount to be delivered to theTrustee will be referred to herein as the "Property"; the stockholders for whosebenefit the Trustee shall hold the Property will be referred to as the "PublicStockholders," and the Public Stockholders and the Company will be referred totogether as the "Beneficiaries"); and WHEREAS, The Company and the Trustee desire to enter into this Agreementto set forth the terms and conditions pursuant to which the Trustee shall holdthe Property; IT IS AGREED:1. Agreements and Covenants of Trustee. The Trustee hereby agrees and covenantsto: (a) Hold the Property in trust for the Beneficiaries in accordancewith the terms of this Agreement in a segregated trust account ("Trust Account")established by the Trustee at a branch of JPMorgan Chase NY Bank selected by theTrustee; (b) Manage, supervise and administer the Trust Account subject to theterms and conditions set forth herein; (c) In a timely manner, upon the instruction of the Company, toinvest and reinvest the Property in any "Government Security." As used herein,Government Security means any Treasury Bill issued by the United States, havinga maturity of one hundred and eighty days or less; (d) Collect and receive, when due, all principal and income arisingfrom the Property, which shall become part of the "Property," as such term isused herein; (e) Notify the Company and Broadband of all communications receivedby it with respect to any Property requiring action by the Company; (f) Supply any necessary information or documents as may be requestedby the Company in connection with the Company's preparation of the tax returnsfor the Trust Account; (g) Participate in any plan or proceeding for protecting or enforcingany right or interest arising from the Property if, as and when instructed bythe Company and/or Broadband to do so; (h) Render to the Company and to Broadband, and to such other personas the Company may instruct, monthly written statements of the activities of andamounts in the Trust Account reflecting all receipts and disbursements of theTrust Account; and (i) Commence liquidation of the Trust Account only after receipt ofand only in accordance with the terms of a letter ("Termination Letter"), in aform substantially similar to that attached hereto as either Exhibit A orExhibit B, signed on behalf of the Company by its President or Chairman of theBoard and Secretary, and complete the liquidation of the Trust Account anddistribute the Property in the Trust Account only as directed in the TerminationLetter and the other documents referred to therein. The Trustee understands andagrees that disbursements from the Trust Account shall be made only pursuant toa duly executed Termination Letter, together with the other documents referencedherein. In all cases, the Trustee shall provide Broadband with a copy of anyTermination Letters and/or any other correspondence that it receives withrespect to any proposed withdrawal from the Trust Account promptly after itreceives same.2. Agreements and Covenants of the Company. The Company hereby agrees andcovenants to: (a) Give all instructions to the Trustee hereunder in writing, signedby the Company's President or Chairman of the Board. In addition, except withrespect to its duties under paragraph 1(i) above, the Trustee shall be entitledto rely on, and shall be protected in relying on, any verbal or telephonicadvice or instruction which it in good faith believes to be given by any one ofthe persons authorized above to give written instructions, provided that theCompany shall promptly confirm such instructions in writing; (b) Hold the Trustee harmless and indemnify the Trustee from andagainst, any and all expenses, including reasonable counsel fees anddisbursements, or loss suffered by the Trustee in connection with any action,suit or other proceeding brought against the Trustee involving any claim, or inconnection with any claim or demand which in any way arises out of or relates tothis Agreement, the services of the Trustee hereunder, or the Property or anyincome earned from investment of the Property, except for expenses and lossesresulting from the Trustee's gross negligence or willful misconduct. Promptlyafter the receipt by the Trustee of notice of demand or claim or thecommencement of any action, suit or proceeding, pursuant to which the Trusteeintends to seek indemnification under this paragraph, it shall notify theCompany in writing of such claim (hereinafter referred to as the "IndemnifiedClaim"). The Trustee shall have the right to conduct and manage the defenseagainst such Indemnified Claim, provided, that the Trustee shall 2 obtain the consent of the Company with respect to the selection of counsel,which consent shall not be unreasonably withheld. The Company may participate insuch action with its own counsel; and (c) Pay the Trustee an initial acceptance fee of $1,000 and an annualfee of $3,000 (it being expressly understood that the Property shall not be usedto pay such fee). The Company shall pay the Trustee the initial acceptance feeand first year's fee at the consummation of the IPO and thereafter on theanniversary of the Effective Date. The Trustee shall refund to the Company thefee (on a pro rata basis) with respect to any period after the liquidation ofthe Trust Fund. The Company shall not be responsible for any other fees orcharges of the Trustee except as may be provided in paragraph 2(b) hereof (itbeing expressly understood that the Property shall not be used to make anypayments to the Trustee under such paragraph).3. Limitations of Liability. The Trustee shall have no responsibility orliability to: (a) Take any action with respect to the Property, other than asdirected in paragraph 1 hereof and the Trustee shall have no liability to anyparty except for liability arising out of its own gross negligence or willfulmisconduct; (b) Institute any proceeding for the collection of any principal andincome arising from, or institute, appear in or defend any proceeding of anykind with respect to, any of the Property unless and until it sh ...