Exhibit
      10.5

    ________,
      2008

     

    New
      Asia
      Partners China I Corporation

    1401-02
      China Insurance Building

    166
      Lu
      Jia Zui Dong Lu

    Pudong,
      Shanghai, 200120, China

    


    Ladenburg
      Thalmann & Co. Inc.

    4400
      Biscayne Blvd., 14th
      Floor

    Miami,
      Florida 33137

     

    Morgan
      Joseph & Co. Inc.

    600
      Fifth
      Avenue, 19th
      Floor
      

    New
      York,
      New York 10020

    
      	
               

            	
              Re:

            	
              Initial
                Public Offering

            


    

     

    Gentlemen:

     

    Edward
      Sappin (“Sappin”), the undersigned director of New Asia Partners China I
      Corporation (“Company”), in consideration of Ladenburg Thalmann & Co. Inc.
      (“Ladenburg”) and Morgan Joseph & Co. Inc. (“Morgan Joseph”) agreeing to
      underwrite an initial public offering of the securities of the Company (“IPO”)
      and embarking on the IPO process, hereby agrees as follows (certain capitalized
      terms used herein are defined in paragraph 15 hereof):

     

    1. If
      the
      Company solicits approval of its stockholders of a Business Combination, Sappin
      will vote all Insider Shares beneficially owned by him in accordance with the
      majority of the votes cast by the holders of the IPO Shares.

     

    2. In
      the
      event that the Company fails to consummate a Business Combination within 24
      months from the effective date (“Effective Date”) of the registration statement
      relating to the IPO and no letter of intent, agreement in principle or
      definitive agreement has been executed within such 24 month period, or within
      36
      months from the Effective Date if so extended upon approval by the stockholders,
      Sappin shall take all such action reasonably within its power as is necessary
      to
      dissolve and
      liquidate the
      Company and cause
      the
      Trust Account to
      be
      liquidated to the
      holders
      of IPO Shares as soon as reasonably practicable.
      Sappin
      hereby waives any and all right, title, interest or claim of any kind in or
      to
      any distribution of the Trust Fund and any remaining net assets of the Company
      as a result of such liquidation with respect to the Insider Shares beneficially
      owned by him (“Claim”) and hereby waives any Claim Sappin may have in the future
      as a result of, or arising out of, any contracts or agreements with the Company
      and will not seek recourse against the Trust Fund for any reason whatsoever.
      In
      the event of the liquidation of the Trust Fund, New Asia Partners Limited
      (“Related Party”), of which Sappin is a director, hereby agrees to indemnify and
      hold harmless the Company against any and all loss, liability, claims, damage
      and expense whatsoever (including, but not limited to, any and all legal or
      other expenses reasonably incurred in investigating, preparing or defending
      against any litigation, whether pending or threatened, or any claim whatsoever)
      (“Indemnity Claim”) which the Company may become subject as a result of any
      claim by any vendor, service provider
      or financing provider for services rendered or products sold or contracted
      for,
      or by any target business, to the extent any such Indemnity Claim reduces the
      amount in the Trust Fund available for distribution to the Company’s
      stockholders, except (i) as to any claimed amounts owed to a third party who
      executed a legally enforceable waiver, or (ii) as to any claims under the
      Company’s indemnification obligations to the underwriters of the Company’s IPO
      against certain liabilities, including liabilities under the Securities Act
      of
      1933, as amended. 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    New
      Asia Partners China I Corporation

    Ladenberg
      Thalmann & Co. Inc.

    Morgan
      Joseph & Co. Inc.

    ________,
      2008

    Page
      2

     

    3. In
      order
      to minimize potential conflicts of interest which may arise from multiple
      affiliations, Sappin agrees to present to the Company for its consideration,
      prior to presentation to any other person or entity, any suitable opportunity
      to
      acquire an operating business, until the earlier of the consummation by the
      Company of a Business Combination, the liquidation of the Company or until
      such
      time as Sappin ceases to be an officer or director of the Company, subject
      to
      any pre-existing fiduciary and contractual obligations Sappin might have.
      Notwithstanding the foregoing, the Related Party agrees, until the earlier
      of
      the Company’s execution
      of a letter of intent or definitive agreement relating to a potential
Business Combination or liquidation, to present to the Company for
      consideration, prior to undertaking on its own behalf or presenting to any
      other
      person or entity, any business opportunity that has an enterprise value of
      $40
      million or more and has its principal operations in the People’s Republic of
      China (a “Conflicting Opportunity”). Sappin agrees that he (or in the case of
      the Related Party, either he or another individual who identified the particular
      opportunity) shall present any Conflicting Opportunity to the Company’s board of
      directors (which may be accomplished at a meeting or by written or electronic
      notification) and the Company shall have a period of thirty (30) days to
      determine if it intends to proceed with such Conflicting Opportunity before
      such
      Conflicting Opportunity may be presented to the Related Party.

     

    4.
Sappin
      acknowledges and agrees that (i) the Company will not consummate any Business
      Combination with an entity which is affiliated with any of the Insiders or
      their
      affiliates, including an entity that is either a portfolio company of, or has
      otherwise received a material financial investment from, an investment banking
      firm (or an affiliate thereof) that is affiliated with any of the Insiders
      or
      their affiliates, and (ii) the Company will not enter into any Business
      Combination where the Company acquires less than 100% of a target business
      and
      any of the Insiders or their affiliates acquire the remaining portion of such
      target business, in either such case, unless the Company obtains an opinion
      from
      an independent investment banking firm that such Business Combination is fair
      to
      the Company’s unaffiliated stockholders from a financial point of
      view. 

     

    5. Neither
      Sappin, any member of the family of Sappin, nor any affiliate (“Affiliate”) of
      Sappin will be entitled to receive and will not accept any compensation for
      services rendered to the Company prior to or in connection with the consummation
      of the Business Combination; provided that commencing on the Effective Date,
      the
      Related Party shall be allowed to charge the Company $7,500 per month, to
      compensate it for certain general and administrative services including office
      space, utilities and secretarial support, as may be required by the Company
      from
      time to time. The Related Party and Sappin shall also be entitled to
      reimbursement from the Company for their out-of-pocket expenses incurred in
      connection with seeking and consummating a Business Combination.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      New
        Asia Partners China I Corporation

      Ladenberg
        Thalmann & Co. Inc.

      Morgan
        Joseph & Co. Inc.

      ________,
        2008

      Page
        3

    

     

    6. Neither
      Sappin, any member of the family of Sappin, nor any Affiliate of Sappin will
      be
      entitled to receive or accept a finder’s fee or any other compensation in the
      event Sappin, any member of the family of Sappin or any Affiliate of Sappin
      originates a Business Combination.

     

    7. Sappin
      will escrow all of the Insider Shares beneficially owned by him acquired prior
      to the IPO until one year after the consummation by the Company of a Business
      Combination subject to the terms of a Stock Escrow Agreement which the Company
      will enter into with Sappin and an escrow agent acceptable to the
      Company.

     

    8. Sappin
      agrees to be a member of the Board of Directors of the Company until the earlier
      of the consummation by the Company of a Business Combination or the liquidation
      of the Company. Sappin’s biographical information furnished to the Company,
      Ladenburg and Morgan Joseph and attached hereto as Exhibit A is true and
      accurate in all respects, does not omit any material information with respect
      to
      Sappin’s background and contains all of the information required to be disclosed
      pursuant to Item 401 of Regulation S-K, promulgated under the Securities Act
      of
      1933. Sappin’s Questionnaire furnished to the Company, Ladenburg and Morgan
      Joseph and annexed as Exhibit B hereto is true and accurate in all respects.
      Sappin represents and warrants that:

     

    (a) he
      is not
      subject to, or a respondent in, any legal action for, any injunction,
      cease-and-desist order or order or stipulation to desist or refrain from any
      act
      or practice relating to the offering of securities in any
      jurisdiction;

     

    (b) he
      has
      never been convicted of or pleaded guilty to any crime (i) involving any fraud
      or (ii) relating to any financial transaction or handling of funds of another
      person, or (iii) pertaining to any dealings in any securities and he is not
      currently a defendant in any such criminal proceeding; and

     

    (c) he
      has
      never been suspended or expelled from membership in any securities or
      commodities exchange or association or had a securities or commodities license
      or registration denied, suspended or revoked.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      New
        Asia Partners China I Corporation

      Ladenberg
        Thalmann & Co. Inc.

      Morgan
        Joseph & Co. Inc.

      ________,
        2008

      Page
        4

    

     

    9. Sappin
      has full right and power, without violating any agreement by which he is bound,
      to enter into this letter agreement and to serve as a member of the Board of
      Directors of the Company.

     

    10. Sappin
      hereby waives his right to exercise conversion rights with respect to any shares
      of the Company’s common stock owned or to be owned by Sappin, directly or
      indirectly, and agrees that he will not seek conversion with respect to such
      shares in connection with any vote to approve a Business
      Combination.

     

    11. Sappin
      hereby agrees to not propose, or vote in favor of, an amendment to the Company’s
      Amended and Restated Certificate of Incorporation to extend the period of time
      in which the Company must consummate a Business Combination prior to its
      liquidation. This paragraph may not be modified or amended under any
      circumstances.

     

    12. In
      the
      event that the Company liquidates before the completion of a Business
      Combination and distributes the proceeds held in the Trust Fund to its public
      stockholders, the Related Party, of which Sappin is a director, agrees that
      it
      will be liable to the Company if and to the extent claims by third parties
      reduce the amounts in the Trust Fund available for payment to the Company’s
      stockholders in the event of a liquidation and the claims are made by a vendor
      for services rendered, or products sold, to the Company or by a prospective
      business target; provided, however, there will be no liability (i) as to any
      claimed amounts owed to a third party who executed a legally enforceable waiver,
      or (ii) as to any claims under the Company’s indemnity of the underwriters of
      the offering against certain liabilities, including liabilities under the
      Securities Act of 1933, as amended.

     

    13. Sappin
      authorizes any employer, financial institution, or consumer credit reporting
      agency to release to Ladenburg and Morgan Joseph and their legal representatives
      or agents (including any investigative search firm retained by Ladenburg or
      Morgan Joseph) any information they may have about Sappin’s background and
      finances (“Information”). Neither Ladenburg, Morgan Joseph nor their agents
      shall be violating Sappin’s right of privacy in any manner in requesting and
      obtaining the Information and Sappin hereby releases them from liability for
      any
      damage whatsoever in that connection.

     

    14. This
      letter agreement shall be governed by and construed and enforced in accordance
      with the laws of the State of New York, without giving effect to conflicts
      of
      law principles that would result in the application of the substantive laws
      of
      another jurisdiction. Sappin hereby (i) agrees that any action, proceeding
      or
      claim against him arising out of or relating in any way to this letter agreement
      (a “Proceeding”) shall be brought and enforced in the courts of the State of New
      York of the United States of America for the Southern District of New York
      and
      irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive,
      (ii) waives any objection to such exclusive jurisdiction and that such courts
      represent an inconvenient forum, and (iii) irrevocably agrees to appoint Blank
      Rome LLP, Company counsel, as agent for the service of process in the State
      of
      New York to receive, for Sappin and on his behalf,
      service of process in any Proceeding. If for any reason such agent is unable
      to
      act as such, Sappin will promptly notify the Company, Ladenburg and Morgan
      Joseph and appoint a substitute agent acceptable to each of the Company,
      Ladenburg and Morgan Joseph within 30 days and nothing in this letter will
      affect the right of any party to serve process in any other manner permitted
      by
      law.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      New
        Asia Partners China I Corporation

      Ladenberg
        Thalmann & Co. Inc.

      Morgan
        Joseph & Co. Inc.

      ________,
        2008

      Page
        5

    

     

    15. As
      used
      herein, (i) a “Business Combination” shall mean an acquisition by merger,
      capital stock exchange, asset or stock acquisition, reorganization or otherwise,
      of an operating business; (ii) “Insiders” shall mean all officers, directors and
      stockholders of the Company immediately prior to the IPO; (iii) “Insider Shares”
shall mean all of the shares of Common Stock of the Company acquired by an
      Insider prior to the IPO; (iv) “IPO Shares” shall mean the shares of Common
      Stock issued in the Company’s IPO; and (v) “Trust Fund” shall mean the trust
      fund into which a portion of the net proceeds of the Company’s IPO will be
      deposited.

     

    

      
        	
                Edward
                  Sappin

              	 
	 	 
	 	 
	 	
                Signature

              
	 	 
	 	 
	
                New
                  Asia Partners Limited

              	 
	 	 
	
                By:
                  

              	 	 


      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Exhibit
      A

     

    Edward
      J. Sappin
      has
      served as a member of our board of directors since our inception. Since May
      2007, Mr. Sappin has served as a director of NAP. From December 2006 through
      April 2007, Mr. Sappin took time off to attend to family matters. From November
      2005 to November 2006, Mr. Sappin served as senior strategic planner for Intel
      Corp. From September 2004 to September 2005, Mr. Sappin served as the National
      Security Education Program (NSEP) Boren graduate research fellow for the United
      States government conducting research on business strategy in China. From
      September 2002 through August 2004, Mr. Sappin was pursuing graduate studies.
      From March 2001 to August 2002, Mr. Sappin served as a senior executive in
      the
      private equity department of Durlacher, a merchant bank located in the United
      Kingdom. From January 1999 to March 2001, Mr. Sappin served as advisor to
      Bentley Associates, a New York-based investment bank. From January 1997 to
      December 1998, Mr. Sappin was an associate in the New York office of Credit
      Agricole, a French merchant bank. Mr. Sappin received his B.S. in economics
      from
      the Wharton School at the University of Pennsylvania and an M.A. in
      international relations from the Nitze School of Advanced International Studies
      of The Johns Hopkins University. 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Exhibit
      B

    


    [D&O
      questionnaire]