Exhibit
      10.2

     

    ________,
      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:

     

    Elliot
      P.
      Friedman (“Friedman”), 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,
      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 30 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. 

     

    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 and Maxim
      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 and Maxim 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 Maxim and its legal representatives or
      agents (including any investigative search firm retained by Maxim) any
      information they may have about Friedman’s background and finances
      (“Information”). Neither Maxim nor its 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 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,
      reorganization, recapitalization 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 November 2007, Mr.
      Friedman has served as vice chairman and a director of New Asia Partners China
      I
      Corporation, 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]