Exhibit
      10.1

    ________,
      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:

     

    Dennis
      Nguyen (“Nguyen”), 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, Nguyen
      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,
      Nguyen 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.
      Nguyen
      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 Nguyen 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 Nguyen is an executive 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

    Ladenburg
      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, Nguyen 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 Nguyen ceases to be an officer or director of the Company, subject
      to
      any pre-existing fiduciary and contractual obligations Nguyen might have.
      Notwithstanding the foregoing, each of the Related Party and New Asia Partners
      Capital Management Limited (“NAPCM”), of which Nguyen is a principal, 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”). Nguyen agrees that he (or in the case of
      the Related Party or NAPCM, 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 or NAPCM.

     

    4.
Nguyen
      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
      Nguyen, any member of the family of Nguyen, nor any affiliate (“Affiliate”) of
      Nguyen 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 Nguyen 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

    Ladenburg
      Thalmann & Co. Inc.

    Morgan
      Joseph & Co. Inc.

    __________,
      2008

    Page
      3


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

     

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

     

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

    Ladenburg
      Thalmann & Co. Inc.

    Morgan
      Joseph & Co. Inc.

    __________,
      2008

    Page
      4


    9. Nguyen
      has full right and power, without violating any agreement by which he is bound,
      to enter into this letter agreement and to serve as Chairman of the Board and
      Chief Executive Officer of the Company.

     

    10. Nguyen
      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 Nguyen, 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. Nguyen
      hereby agrees to not propose or cause the Related Party to 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 Nguyen is an executive 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. Nguyen
      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 Nguyen’s background and
      finances (“Information”). Neither Ladenburg, Morgan Joseph nor their agents
      shall be violating Nguyen’s right of privacy in any manner in requesting and
      obtaining the Information and Nguyen 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. Nguyen 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 Nguyen and on his behalf, service of process in any
      Proceeding. If for any reason such agent is unable to act as such, Nguyen 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

    Ladenburg
      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.

     

    
      	
              Dennis
                Nguyen

            
	
               

            
	
              Signature

            
	 	 
	
              New
                Asia Partners Limited

            
	 	 
	
              By:

            	
               

            
	 	 
	
              New
                Asia Partners Capital Management Limited

            
	 	 
	
              By:

            	
               

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Exhibit
      A

    


    Dennis
      Nguyen
      has
      served as our Chairman of the Board and Chief Executive Officer since our
      inception. Mr. Nguyen is co-chairman of NAP, a Shanghai and Hong Kong-based
      investment firm which he co-founded in December 2002 and which is focused on
      assisting Chinese companies access the international capital markets,
      principally by providing equity capital and corporate finance advisory services.
      Mr. Nguyen also serves as co-chairman of New Asia Partners Capital Management
      Limited, a private equity fund management company formed by NAP. Since May
      2006,
      he has served as a director of Wuyi International Pharmaceutical Co. Limited,
      a
      Fujian-based pharmaceutical company listed on the Hong Kong Stock Exchange
      (HKSE:1889.HK). Since December 2005, Mr. Nguyen has been the vice chairman
      of
      China Huiyin Group Limited, a Jiangsu-based household appliance and consumer
      electronics retail chain store operator. Mr. Nguyen was formerly a director
      of
      Sino Environmental Technology Group Limited, a Fujian-based environmental waste
      management company listed on the Singapore Stock Exchange (SGX:Y62.SI), and
      M
      Dream China Holdings Limited, a leading mobile games software developer in
      China. From April 2002 to October 2002, he served as vice president of Daiwa
      Securities SMBC, where he was responsible for all Greater China investment
      banking activities. From October 1999 to March 2002, he was associate
      director-equity capital markets of Credit Agricole Indosuez, where he was
      responsible for the Taiwan and Hong Kong markets, and from 1998 to 1999, he
      was
      manager in the mergers and acquisitions department of Citigroup Inc. Mr. Nguyen
      holds a Juris Doctor degree from the University of Minnesota Law School and
      a
      double bachelor of arts degree in economics and Chinese literature from the
      University of California. Mr. Nguyen is pursuing a Joint Master of
      Arts-International Studies at Johns Hopkins University/Nanjing University.
      Mr.
      Nguyen is a member of the Johns Hopkins University Advisory
      Council.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Exhibit
      B

    


    [D&O
      questionnaire]