NEW
      ASIA PARTNERS LIMITED

    1401-02
      China Insurance Building

    166
      Lujiazui Dong Lu

    Pudong,
      Shanghai, 200120, China

    As
      of May
      21, 2008

    


    New
      Asia
      Partners China I Corporation

    1801-03,
      18F, One Lu Jia Zui

    68
      Yin
      Cheng Middle Rd.

    Pudong,
      Shanghai, 200120 China

    


    Re: Irrevocable
      Letter of Credit

    


    Ladies
      and Gentlemen:

    


    In
      connection with Payor’s initial public offering of securities of New
      Asia
      Partners China I Corporation
      (“Payor”) and in order to cover certain expenses related thereto, New Asia
      Partners Limited (“Payee”) hereby establishes this Irrevocable Letter of Credit
      (the “Letter of Credit”) in favor of Payee. Payor acknowledges that no funds
      have been advanced by Payee to Payor as of the date hereof under this Letter
      of
      Credit.

     

    This
      Letter of Credit is for the benefit of Payor, all in accordance with the
      following terms and conditions:

     

    1. Expiration.
      This
      Letter of Credit automatically shall expire at the close of business on the
      earliest to occur of the following dates (the “Termination Date”):

     

    a. November
      30, 2008; and

     

    b. The
      date
      on which Payor consummates an initial public offering of its securities under
      the Securities Act of 1933, as amended.

     

    If
      such
      Termination Date is not a Business Day (as hereinafter defined), then this
      Letter of Credit shall expire on the next succeeding Business Day.

     

    2. Stated
      Amount.
      The
      maximum aggregate amount available under this Letter of Credit shall be $40,000,
      which amount may be reduced from time to time as provided in paragraph 3, and
      is
      hereinafter referred to as the “Stated Amount.” 

     

    3. Reductions
      in the Stated Amount.
      Upon
      the honoring of a demand for payment hereunder by Payee, the Stated Amount
      shall
      be reduced automatically by an amount equal to the amount of such demand for
      payment. Upon a reduction, Payee may require Payor to return this Letter of
      Credit and to accept in substitution hereof a substitute Letter of Credit for
      a
      Stated Amount reflecting such reduction, but otherwise identical in form and
      substance to this Letter of Credit.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    4. Documents
      To Be Presented.
      Funds
      under this Letter of Credit are available to Payor, against a certificate signed
      by Payor in the form of Schedule A hereto, appropriately completed. Multiple
      draws are permitted hereunder.

     

    5. Method
      and Notice of Presentment.
      The
      certificate referenced in paragraph 4 (a “Demand for Payment”) may be delivered
      to Payee in person, by mail, by an express delivery service, or by facsimile
      or
      email, at such number or numbers as Payee shall notify Payor from time to time
      in writing. A Demand for Payment shall be presented during Payee’s business
      hours on a Business Day prior to the expiration hereof at Payee’s office at
1401-02
      China Insurance Building, 166 Lujiazui Dong Lu, Pudong, Shanghai, 200120,
      China,
      Attention: Dennis Nguyen, or at such other address as Payee may notify Payor
      in
      writing from time to time. As used herein, “Business Day” means any day other
      than a Saturday, a Sunday or a day on which banks are authorized or required
      to
      remain closed in New York City.

     

    6. Time
      and Method for Payment.

     

    a. If
      Demand
      for Payment is made on a Business Day in conformity with the terms and
      conditions hereof, payment shall be made by Payee to Payor as promptly as
      practicable.

     

    b. Payment
      under this Letter of Credit shall be made by check or wire transfer in
      immediately available funds to Payor in accordance with the transfer
      instructions set forth in the Demand for Payment. 

     

    7. GOVERNING
      LAW.
      THIS
      LETTER OF CREDIT SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW
      YORK.

     

    8. Irrevocability.
      This
      Letter of Credit shall be irrevocable.

     

    9. No
      Negotiation.
      A
      Demand for Payment under this Letter of Credit shall be presented directly
      to
      Payee and shall not be negotiated to or by any third party.

     

    10. Complete
      Agreement.
      This
      Letter of Credit, including Schedule A hereto, sets forth in full the terms
      of
      our undertaking. Reference in this Letter of Credit to other documents or
      instruments is for identification purposes only and such reference shall not
      modify or affect the terms hereof or cause such documents or instruments to
      be
      deemed incorporated herein.

     

    
      
         

      

      
        -2-

        
          

        

      

      
         

      

    


    Payee
      hereby agrees with Payor to honor any Demand for Payment presented in compliance
      with the terms and conditions of this Letter of Credit.

     

    
      	 	 	 
	 	Very
              truly
              yours,
	 	 
	 	NEW ASIA PARTNERS LIMITED
	 
 	 
 	 
 
	 	By:  	 
	 	
              

              Name:

              Title:

            


    

    


     

    
      
         

      

      
        -3-

        
          

        

      

      
         

      

    


    SCHEDULE
      A

     

    CERTIFICATE
      FOR DRAWING

    


    New
      Asia
      Partners Limited

    1401-02
      China Insurance Building

    166
      Lujiazui Dong Lu

    Pudong,
      Shanghai, 200120, China

    


    


    
      	 	
              Re:

            	
              Irrevocable
                Letter of Credit for the benefit of New
                Asia Partners China I Corporation

            


    

    


    New
      Asia
      Partners China I Corporation (“Payor”)
      hereby certifies to New Asia Partners Limited (“Payee”), with reference to
      Irrevocable Letter of Credit (the “Letter of Credit”; any capitalized term used
      herein and not defined shall have its respective meaning as set forth in the
      Letter of Credit) issued by Payee in favor of Payor that:

    


    1. Demand
      is
      hereby made under this Letter of Credit for $________ which amount
      does not exceed the Stated Amount in the Letter of Credit.

    


    2. Payment
      of this demand shall be made by check or by wire transfer in immediately
      available funds to the undersigned, attention: ___________________________,
      ABA#
      ______________, Reference:___________________.

    


    IN
      WITNESS WHEREOF, the undersigned has executed and delivered this Certificate
      as
      of the _____ day of __________, ____.

     

    
      	 	 	 
	 	NEW
              ASIA PARTNERS
              CHINA I CORPORATION
	 
 	 
 	 
 
	 	By:  	 
	 	
              

              Name:

              Title:
                

            




    
      
         

      

      
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