Exhibit
      10.4

    ________,
      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:

     

    Shu
      Fan
      Lee (“Lee”), the undersigned 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,
      Lee 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, Lee 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
      . Lee 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 Lee 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 Lee 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 Corporation

    Maxim
      Group LLC

    __________,
      2008

    Page
      2

     

    3.
 
      In order to minimize potential conflicts of interest which may arise from
      multiple affiliations, Lee 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 Lee ceases to be an officer or director of the
      Company, subject to any pre-existing fiduciary and contractual obligations
      Lee
      might have. Notwithstanding the foregoing, each of the Related Party and New
      Asia Partners Capital Management Limited (“NAPCM”), of which Lee 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”). Lee 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.
      Lee
      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 Lee, any member of the family of Lee, nor any affiliate (“Affiliate”) of
      Lee 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 Lee 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 Lee, any member of the family of Lee, nor any Affiliate of Lee will
      be
      entitled to receive or accept a finder’s fee or any other compensation in the
      event Lee, any member of the family of Lee or any Affiliate of Lee originates
      a
      Business Combination.

     

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

     

    8.
 
      Lee agrees to be a member of the Board of Directors of the Company until the
      earlier of the consummation by the Company of a Business Combination or the
      liquidation of the Company. Lee’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 Lee’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.
      Lee’s Questionnaire furnished to the Company and Maxim and annexed as Exhibit B
      hereto is true and accurate in all respects. Lee 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.
 
      Lee has full right and power, without violating any agreement by which he is
      bound, to enter into this letter agreement and to serve as a member of the
      Board
      of Directors of the Company.

     

    10.
        Lee 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 Lee, 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.
        Lee 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 Lee 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.
        Lee 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 Lee’s background and finances (“Information”). Neither Maxim nor
      its agents shall be violating Lee’s right of privacy in any manner in requesting
      and obtaining the Information and Lee 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. Lee 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 Lee and on his behalf, service of
      process in any Proceeding. If for any reason such agent is unable to act as
      such, Lee 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.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    New
      Asia
      Partners China Corporation

    Maxim
      Group LLC

    __________,
      2008

    Page
      5

     

    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.

    


    
      	Shu
              Fan Lee
	 
	
               

            
	
              Signature

            


    

    


    
      	
              New
                Asia Partners Limited

            
	
               

            	
               

            
	
              By:

            	
               

            
	
               

            	
               

            
	
              New
                Asia Partners Capital Management Limited

            
	
               

            	
               

            
	
              By:

            	
               

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Exhibit
      A

     

    Shu
      Fan Lee
      has
      served as a member of our board of directors since our inception. Since November
      2007, Mr. Lee has served as a member of the board of directors of New Asia
      Partners China I Corporation. Mr. Lee is co-chairman of NAP which he co-founded
      in December 2002 with Mr. Nguyen. Mr. Lee also serves as fund manager of New
      Asia Partners Capital Management Limited. From September 1999 to November 2003,
      Mr. Lee served as chief financial officer of Vertex Communications &
Technology Group, a technology and media services company (HKSE:8228.HK). From
      August 1996 to December 1998, Mr. Lee served as director of capital markets
      for
      Nikko Securities Asia Limited, an investment banking firm. Mr. Lee received
      a
      B.A. from State University of New York at Cortland and a Juris Doctor degree
      from Washington College of Law, American University, and holds a Solicitor
      license from the Law Society of Hong Kong.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Exhibit
      B

    


    [D&O
      questionnaire]