Exhibit
      10.1

    ________,
      2008

     

    New
      Asia
      Partners China Corporation

    1401-02
      China Insurance Building

    166
      Lu
      Jia Zui Dong Lu

    Pudong,
      Shanghai, 200120, China

     

    
      	
               

            	
              Re:

            	
              Initial
                Public Offering

            


    

     

    Gentlemen:

     

    Dennis
      Nguyen (“Nguyen”), 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,
      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 30 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 Corporation

    Maxim
      Group LLC

    __________,
      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 $24 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 Corporation

    Maxim
      Group LLC

    __________,
      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, and Maxim 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 and Maxim 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 Corporation

    Maxim
      Group LLC

    __________,
      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 Maxim and its legal representatives or agents
      (including any investigative search firm retained by Maxim) any information
      they
      may have about Nguyen’s background and finances (“Information”). Neither Maxim
      nor its 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 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 or
      organization, reorganization, recapitalization 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.

     

    
      	
              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 November
      2007, Mr. Nguyen has served as the chief executive officer and chairman of
      the
      board of directors of New Asia Partners China I Corporation. 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]