COMPASS ACQUISITION CORPORATION

the same representations and warranties to Compass as set forth in this paragraph 4), (iii) can bear the economic risk of its investment, (iv) possesses such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of the obtaining the Shares, (v) understands that it may not sell or otherwise dispose of the Shares in the absence of either a registration statement under the Securities Act of 1933, as amended (the “Securities Act”), or an exemption from registration therefrom, (vi) acknowledges that there is no market for the Shares, (vii) is an “accredited investor” as defined by Rule 501 of Regulation D of the Securities Act, and (viii) it has conducted due diligence with respect to Compass and received all information it requested regarding Compass.

5.      In consideration of the above issuance of Shares, Eastbridge releases and discharges Compass, Tsingda, their respective affiliates and their respective attorneys, associates, officers, shareholders, members, directors, managers, partners, divisions, employees, assigns, predecessors, successors, heirs, and anyone acting on behalf of any of them (collectively, the “Released Parties”) from all actions, causes of action, suits, debts, dues, sums of money, accounts, reckonings, bonds, bills, specialties, covenants, contracts, leases and leasehold obligations, controversies, agreements, promises, variances, trespasses, damages, judgments, extents, executions, claims, and demands whatsoever, in law, admiralty or equity (collectively, “Claims”), which against the Released Parties EastBridge or its predecessors, successors and assigns ever had from the beginning of time up through the date of this letter agreement and for Claims which against the Released Parties EastBridge or its predecessors, successors and assigns have with respect to the introduction of Tsing Da to Compass, any listing services provided by EastBridge, any listing fees owed to EastBridge and any equity issuance to EastBridge, provided, however, this release and discharge shall not apply to the Claim involving the payment of $100,000 which was previously due and owing to EastBridge by Tsing Da prior to the execution of the SEA. “Affiliate” shall mean any corporation or other legal entity which controls an applicable party, is controlled by an applicable party, or is under common control with an applicable party. “Control” means the ownership of or ability to control the vote of 50% or more of the issued and outstanding voting equity of an entity.

6.      Any and all tax liability relating to the issuance of the Shares to EastBridge by Compass shall be borne by and the responsibility of EastBridge.

7.      This Agreement shall be governed by, enforced, and construed under and in accordance with the laws of the State of New York without giving effect to the principles of conflicts of law. Venue for all matters shall be in the federal courts situated in New York, New York, and the parties agree to submit to the jurisdiction of such courts. This letter agreement may be signed in counterparts. This letter agreement shall not be construed for or against a party based upon authorship.

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