Exhibit
      10.2

    ________,
      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:

     

    Elliot
      P.
      Friedman (“Friedman”), the undersigned officer and 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,
      Friedman 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,
      Friedman 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.
      Friedman 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 Friedman 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,
      Friedman 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. 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    3. In
      order
      to minimize potential conflicts of interest which may arise from multiple
      affiliations, Friedman 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 Friedman ceases to be an officer or director of the Company, subject
      to
      any pre-existing fiduciary and contractual obligations Friedman might have.
      In
      furtherance of the foregoing, Friedman and Capital TEN Partners, LLC, an
      affiliate of Friedman (the “Related Party”), agree, until the earlier of the
Company’s
      execution of a letter of intent or definitive agreement relating to a
      potential Business Combination or the Company’s liquidation,
      to
      present to the Company for consideration, prior to presenting to Capital
      TEN Acquisition Corp.
      any
      business opportunity that has an enterprise value of $40 million or more in
      the
      People’s Republic of China (a “Conflicting Opportunity”). Friedman 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 Capital
      TEN Acquisition Corp.

     

    4.
Friedman
      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
      Friedman, any member of the family of Friedman, nor any affiliate (“Affiliate”)
      of Friedman 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 the
      Related Party and the undersigned
      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.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

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

     

    7. Friedman
      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 Friedman and an escrow agent acceptable to the
      Company.

     

    8. Friedman
      agrees to be the Vice-Chairman of the Company until the earlier of the
      consummation by the Company of a Business Combination or the liquidation of
      the
      Company. Friedman’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 Friedman’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.
      Friedman’s Questionnaire furnished to the Company, Ladenburg and Morgan Joseph
      and annexed as Exhibit B hereto is true and accurate in all respects. Friedman
      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.

     

    9. Friedman
      has full right and power, without violating any agreement by which he is bound,
      to enter into this letter agreement and to serve as Vice-Chairman of the
      Company.

     

    10. Friedman
      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 Friedman, 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. Friedman
      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, Friedman agrees that he 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. Friedman
      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 Friedman’s background and
      finances (“Information”). Neither Ladenburg, Morgan Joseph nor their agents
      shall be violating Friedman’s right of privacy in any manner in requesting and
      obtaining the Information and Friedman 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. Friedman 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,
      and (ii) waives any objection to such exclusive jurisdiction and that such
      courts represent an inconvenient forum. If for any reason such agent is unable
      to act as such, Friedman 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.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    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.

     

     

    
      	
              Elliot
                P. Friedman

            	 
	 	 
	 	 
	
               

            	 Signature


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Exhibit
      A

     

    Elliot
      P. Friedman
      has
      served as our Vice Chairman since our inception. Since October 2007, Mr.
      Friedman has served as chief executive officer and a director of Capital TEN
      Acquisition Corp., a blank check company seeking to complete a business
      combination. Since May 2007, he has served as co-manager of Capital TEN
      Partners, LLC. From 2004 to 2007, Mr. Friedman served as chief executive officer
      of Loyalty China LLC, a company he founded that provides customer relations
      management software and related marketing services to large companies based
      in
      China. From 2000 to 2003, Mr. Friedman served as chief executive officer of
      eChinaCash Inc., a company he founded that provided customer relations
      management software and related marketing services to SinoPEC, China’s largest
      retailer of petroleum products with 30,000 gas stations. In 1995, Mr. Friedman
      founded PharmaPrint, a pharmaceutical and over-the-counter drug producer that
      undertook its initial public offering in 1996, and served as its chief executive
      officer through September 1999. In 1991, Mr. Friedman founded BioTek solutions
      and served as its chief executive officer until 1995. In 2003, Mr. Friedman
      received a license as a China Foreign Expert from the People’s Republic of
      China’s central government. Mr. Friedman received a B.A. from the University of
      Pennsylvania and an M.B.A. from the Massachusetts Institute of
      Technology.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Exhibit
      B

    


    [D&O
      questionnaire]