Exhibit
      10.3

    ________,
      2008

     

    New
      Asia
      Partners China Corporation

    1401-02
      China Insurance Building

    166
      Lu
      Jia Zui Dong Lu

    Pudong,
      Shanghai, 200120, China

    


    Maxim
      Group LLC

    405
      Lexington Avenue

    New
      York,
      New York 10174

     

    
      	
               

            	
              Re:

            	
              Initial
                Public Offering

            


    

     

    Gentlemen:

     

    Gregory
      Grego (“Grego”), the undersigned officer and director of New Asia Partners China
      Corporation (“Company”), in consideration of Maxim Group LLC (“Maxim”) 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,
      Grego 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 30 months from the Effective Date if so extended upon
      approval by the stockholders, Grego 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 . Grego 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 Grego 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 Grego 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.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Maxim
      Group LLC

    __________,
      2008

    Page
      2

     

    3.
 
      In order to minimize potential conflicts of interest which may arise from
      multiple affiliations, Grego 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 Grego ceases to be an officer or director of
      the
      Company, subject to any pre-existing fiduciary and contractual obligations
      Grego
      might have. Notwithstanding the foregoing, each of the Related Party and New
      Asia Partners Capital Management Limited (“NAPCM”), of which Grego 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 $24 million or more
      and
      has its principal operations in the People’s Republic of China (a “Conflicting
      Opportunity”). Grego 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.
      Grego
      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 Grego, any member of the family of Grego, nor any affiliate
      (“Affiliate”) of Grego 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 Grego 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 Corporation

    Maxim
      Group LLC

    __________,
      2008

    Page
      3

     

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

     

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

     

    8.
 
      Grego agrees to be the Chief Financial Officer and Secretary of the Company
      until the earlier of the consummation by the Company of a Business Combination
      or the liquidation of the Company. Grego’s biographical information furnished to
      the Company and Maxim and attached hereto as Exhibit A is true and accurate
      in
      all respects, does not omit any material information with respect to Grego’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.
      Grego’s Questionnaire furnished to the Company and Maxim and annexed as Exhibit
      B hereto is true and accurate in all respects. Grego 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 Corporation

    Maxim
      Group LLC

    __________,
      2008

    Page
      4

     

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

     

    10.
        Grego 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 Grego,
      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.
        Grego 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 Grego 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.
        Grego authorizes any employer, financial institution, or consumer credit
      reporting agency to release to Maxim and its legal representatives or agents
      (including any investigative search firm retained by Maxim) any information
      they
      may have about Grego’s background and finances (“Information”). Neither Maxim
      nor its agents shall be violating Grego’s right of privacy in any manner in
      requesting and obtaining the Information and Grego hereby releases them from
      liability for any damage whatsoever in that connection.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    New
      Asia
      Partners China Corporation

    Maxim
      Group LLC

    __________,
      2008

    Page
      5

     

    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. Grego 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 Grego and on his
      behalf, service of process in any Proceeding. If for any reason such agent
      is
      unable to act as such, Grego will promptly notify the Company and Maxim and
      appoint a substitute agent acceptable to each of the Company and Maxim 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, plan of arrangement,
      recapitalization, reorganization or otherwise, of one or more operating
      businesses; (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.

    


    
      	
              Gregory
                Grego

            
	
               

            
	
                 

            
	
              Signature

            
	
               

            	
               

            
	
              New
                Asia Partners Limited

            
	
               

            	
               

            
	
              By:

            	
               

            
	
               

            	
               

            
	
              New
                Asia Partners Capital Management Limited

            
	
               

            	
               

            
	
              By:

            	
               

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Exhibit
      A

     

    Gregory
      Grego
      has
      served as our Chief Financial Officer and as a member of our board of directors
      since our inception. Mr. Grego also serves as a director of New Asia Partners
      Capital Management Limited. Since November 2007, Mr. Grego has served as chief
      financial officer, managing director and a director of NAP and as chief
      financial officer and member of the board of directors of New Asia Partners
      China I Corporation. From April 2007 to September 2007, Mr. Grego served as
      Head
      of Global Structured Finance of Nokia Siemens Networks, a telecommunications
      company and a joint venture between Nokia Corporation and Siemens AG. From
      January 1999 to April 2007, Mr. Grego served in several capacities as a finance
      vice president for Nokia Corporation, a telecommunications company. Mr. Grego
      received a B.A. from Bucknell University.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Exhibit
      B

    


    [D&O
      questionnaire]