Exhibit
      10.1

    


    REDEMPTION
      AGREEMENT

     

    This
      Agreement (the “Agreement”) is made as of the 3rd
      day of
      August, 2007 by and between SRKP 5, Inc., a Delaware corporation having its
      offices at 4737 North Ocean Drive, Suite 207, Lauderdale by the Sea, FL 33308
      (the “Issuer”) and Thomas Poletti, with an address at c/o Kirkpatrick &
Lockhart Preston Gates Ellis LLP, 10100 Santa Monica Blvd., 7th
      Floor,
      Los Angeles, CA 90067 (the “Seller”).

    


    WITNESSETH:

     

    WHEREAS,
      the Seller is the owner of 243,000 shares of the Issuer’s common stock, par
      value $.0001 per share (“Common Stock”); and

     

    WHEREAS,
      the Seller desires to sell to the Issuer, and the Issuer desires to purchase
      from the Seller, all 243,000 shares of Common Stock owned by the Seller (the
      “Shares”), on and subject to the terms of this Agreement;

     

    WHEREFORE,
      the parties hereto hereby agree as follows:

     

    17 Sale
      of the Shares.
      Subject
      to the terms and conditions of this Agreement, and in reliance upon the
      representations, warranties, covenants and agreements contained in this
      Agreement, the Seller shall sell the Shares to the Issuer, and the Issuer shall
      purchase the Shares from the Seller for an aggregate purchase price (the
“Purchase Price”) equal to two thousand two hundred fifty dollars ($2,250.00).


     

    18 Closing.
      The
      purchase and sale of the Shares shall take place upon execution and delivery
      of
      this Agreement (the “Closing”), to be held at such time and place as shall be
      determined by the parties. At the Closing, the Seller shall deliver to the
      Issuer certificates for the Shares, duly endorsed in form for transfer to the
      Issuer and the Issuer shall pay the Purchase Price for the Shares. 

     

    19 Representations
      of Seller.
      

     

    19.1 Seller
      has all necessary power and authority to enter into and to perform his
      obligations hereunder. This Agreement constitutes the valid and binding
      obligation of Seller, enforceable against him in accordance with its terms,
      subject to: (i) laws of general application relating to bankruptcy, insolvency
      and the relief of debtors; and (ii) rules of law governing specific performance,
      injunctive relief and other equitable remedies.

     

    19.2 Seller
      owns all rights, titles and interests in and to, and has the rights to transfer
      to the Issuer, in connection with the redemption provided for herein, all of
      the
      Shares being redeemed by the Issuer, pursuant to the terms of this Agreement,
      free and clear of all liens, security interests, charges and other
      encumbrances.

     

    20 Representations
      of Issuer

     

    20.1 The
      Issuer is a corporation duly organized, validly existing and in good standing
      under the laws of the State of Delaware.

     

    20.2 The
      Issuer has all necessary corporate power and authority to enter into and to
      perform its obligations under this Agreement, and the execution, delivery and
      performance by the Issuer of this Agreement have been duly authorized by all
      necessary action on the part of the Issuer and its board of directors. This
      Agreement constitutes the valid and binding obligation of the Issuer,
      enforceable against the Issuer in accordance with its terms, subject to: (i)
      laws of general application relating to bankruptcy, insolvency and the relief
      of
      debtors; and (ii) rules of law governing specific performance, injunctive relief
      and other equitable remedies.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    21 Miscellaneous.
      This
      Agreement constitutes the entire agreement of the parties, superseding and
      terminating any and all prior or contemporaneous oral and written agreements,
      understandings or letters of intent between or among the parties with respect
      to
      the subject matter of this Agreement. No part of this Agreement may be modified
      or amended, nor may any right be waived, except by a written instrument which
      expressly refers to this Agreement, states that it is a modification or
      amendment of this Agreement and is signed by the parties to this Agreement,
      or,
      in the case of waiver, by the party granting the waiver. If any section, term
      or
      provision of this Agreement shall to any extent be held or determined to be
      invalid or unenforceable, the remaining sections, terms and provisions shall
      nevertheless continue in full force and effect. This Agreement shall be governed
      and construed in accordance with the laws of the State of New York applicable
      to
      agreements executed and to be performed wholly within such State, without regard
      to any principles of conflicts of law. This Agreement shall be binding upon
      the
      parties and their respective heirs, executors, administrators, legal
      representatives, successors and assigns; provided, however, that neither party
      may assign this Agreement or any of its rights under this Agreement without
      the
      prior written consent of the other party. This Agreement may be executed
      simultaneously in two or more counterparts, each of which shall be deemed an
      original but all of which together shall constitute one and the same
      instrument.

     

    IN
      WITNESS WHEREOF,
      the
      parties hereto have caused this Agreement to be duly executed as of the date
      first above written. 

    


    
      	 	
              /s/
                Thomas Poletti

              THOMAS
                POLETTI

            
	 	
               

              SRKP
                5, INC.

               

              By: 
                /s/
                Richard Rappaport

              Richard
                Rappaport, President