Exhibit 10.2


LUMAX ACQUISITION CORP.


Dated as of May 29, 2007


Lumax Investment Management, LLC

1510 Madison Ave., Suite 1510

New York, NY 10022

Attn: Mr. David S. Montoya


Dear Mr. Montoya:


The purpose
of this letter is to set forth certain understandings regarding the advance of
up to $200,000.00 (the aggregate amounts actually advanced by LIM to the
Company, and not repaid to LIM, the “Advance”)
by Lumax Investment Management, LLC (“LIM”)
to Lumax Acquisition Corp., a Delaware corporation (the “Company”), to pay for certain fees, costs
and expenses in connection with the Company’s proposed initial public offering
(the “Offering”). Such Advance
shall be subject to the following conditions:


1)             Such Advance shall be made by LIM to the
Company upon request prior to the Offering.


2)             LIM
shall, and is hereby authorized to, record on the schedule attached hereto the
date and amount of each advance and the date and amount of each principal
payment hereunder.  The records of the
LIM shall be presumed to be accurate and shall be binding upon the Company
absent manifest error.


3)             Amounts
constituting the Advance shall be used by the Company to pay for a portion of
the fees, costs and expenses relating to the SEC registration fee, NASD
registration fee and legal fees and expenses in connection with the Offering.


4)             The
Advance will accrue interest at the rate of 5% per annum, calculated on
the basis of a 365-day year or a 366-day year, as applicable.   The Advance, together with
accrued interest thereon, will be payable by the Company on the earlier of (i)
the first anniversary of the date of this letter and (ii) the consummation
of the Offering.


5)             The
Advance will be repaid out of the proceeds of the Offering.


6)             The
Company hereby represents and warrants that: (i) it is a corporation, duly
formed, validly existing and in good standing under the laws of the State of
Delaware; (ii) it has the requisite power and authority to enter into,
execute, deliver and perform the terms hereof; (iii) its execution,
delivery and performance hereof (A) has been duly authorized by all proper
and necessary corporate action, (B) will not violate or conflict with any
of its organizational documents, any material agreement binding upon it or any
law, regulation or order applicable to it, or (C) require consent or
approval of any Person which has not been obtained or which could not
reasonably be expected to prevent or delay it from performing its obligations
hereunder; and (iv) this letter is the legal, valid and binding obligation
of the Company, enforceable against the













 


Company in accordance with its terms, subject to
the effect of any applicable bankruptcy, insolvency, reorganization, moratorium
or similar law affecting creditors rights generally and by equitable
principles.


7)             This
letter shall be binding upon the Company, its successors and assigns and shall
inure to the benefit of LIM and its successors and assigns; provided, however,
that the Company shall not assign its obligations hereunder without the prior
written consent of LIM.


8)             This
letter may be executed in any number of counterparts, each of which together
shall constitute one and the same instrument.


9)             THIS
LETTER SHALL BE GOVERNED IN ALL RESPECTS BY THE INTERNAL LAWS OF THE STATE OF
NEW YORK WITHOUT GIVING EFFECT TO CONFLICT OF LAWS PRINCIPLES.


[Remainder of Page Intentionally Left Blank]



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                Please
indicate your agreement with the foregoing by executing a copy of this letter
in the space provided and returning it to us as soon as possible.


 


	
  

  	
   

  	
  Very truly yours,

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  LUMAX
  ACQUISITION CORP.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ David S. Montoya

  
	
   

  	
   

  	
   

  	
  Name: David S. Montoya

  
	
   

  	
   

  	
   

  	
  Title: Chief Financial Officer and
  Secretary

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ACCEPTED AND AGREED

  	
   

  	
   

  	
   

  
	
  this 29th day of May 2007:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  /s/ David S. Montoya

  	
   

  	
   

  	
   

  
	
  Name: David S. Montoya

  	
   

  	
   

  	
   

  
					



 



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SCHEDULE OF
ADVANCES FROM LUMAX INVESTMENT MANAGEMENT, LLC 


TO


LUMAX
ACQUISITION CORP.


 


	
  Date

  	
   

  	
  Principal Amount of Advance

  	
   

  	
  Principal Amount Repaid

  	
   

  	
  Unpaid Balance

  	
   

  
	
  June 21, 2007

  	
   

  	
  $

  	
  115,000

  	
   

  	
  —

  	
   

  	
  $

  	
  115,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
										



 



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