EXHIBIT 10.15


Shanghai
State Owned Land Use Right Sales Contract


Hu Pu Fang Di (2006)
Sales Contract No. 131


Pudong New District
Construction and Transportation Commission


December 31, 2006


Shanghai
State Owned Land Use Right Sales Contract


Seller: The Construction and Transportation
Commission of the Pudong New District, Shanghai, Legal Representative: Min
Shilin (hereinafter, Party A)


Buyer: Shanghai OmniVision IC Design Co. Ltd.,
Legal Representative: He Xinping (hereinafter, Party B)


Subject
to the Land Administration Law of the People’s Republic of China, the Urban Real
Estate Administration Law of the People’s Republic of China, the Provisional Regulation
on the Sale and Transfer of the Urban and Township State Owned Land Use Right
of the People’s Republic of China, Shanghai Ordinance on the Land Use Right
Sales, and other laws and regulations, both parties agree as follows:


Article I                 The ownership
of the land under the Land Use Right (LUR) sales belongs to the People’s
Republic of China.  The state and its
governments shall have over such land all jurisdictional and administrative
powers according to law, all rights and powers that are exercisable by the
state according to law, and all rights and powers that are exercisable for the
benefit of the public interest.  The
underground minerals, resources, buriers and public utilities etc. are excluded
from the LUR sale.


Article II               Party
A hereby sells to Party B the parcel of land as-is
located at No. 10 Street, Parcel 61/1, Town of Zhang Jiang, Pudong New District,
Shanghai, the total area of which is 29,964.7 square meters.  The area, location and boundaries are
indicated in the attached survey map, which has been confirmed and signed by
both Parties.


 
















The LUR under this contract shall be used for:
industrial use.  The term for the LUR
shall be 50 years (the “Term”), starting from the effective date of this contract.


Article III              The
sales price for the LUR under this contract shall be RMB ¥
4,794,352 (say, Four Million Seven Hundred Ninety Four Thousand Three Hundred
Fifty Two Yuan RMB).  Foreign investor of
Party B shall pay in Renminbi currency
converted from the foreign currency, subject to the state foreign exchange
regulations.


During the Term of the land use, Party B shall pay to the Land
Administration Bureau of the Pudong New District, Shanghai an annual land use
fee equal to One RMB Yuan per square meter.


Article IV              Within
15 days after the effective date of this contract, i.e., before January 15,
2007, Party B shall pay to the Shanghai Housing and Land Resources
Administration Bureau a security deposit of RMB ¥
1,794,352 (say, One Million Seven Hundred Ninety Four Thousand Three Hundred
Fifty Two Yuan RMB), which deposit shall be a part of the sales price.


Within
60 days after the effective date of this contract, i.e., before February 28,
2007, Party B shall pay to the Shanghai Housing and Land Resources
Administration Bureau the sales price balance of RMB ¥
3,000,000 (say, Three Million Yuan RMB).


Article V               Party
B must pay the sales price (inclusive of the deposit, same below) in time and
full amount in accordance with this contract. 
If Party B requests an extension to pay for the sales price,  Party B shall submit a written application to
the Shanghai Housing and Land Resources Administration Bureau prior to the
provided due date, and subject to the approval of extension by the Shanghai
Housing and Land Resources Administration Bureau, Party B shall pay a late fee
equal to one-thousandth of the sales price per day past the due date; in the
event that Party B fails to apply for the extension, fails to obtain approval
for the extension, or fails to pay off the sales price in time with no special
reasons, among others, Party B shall be liable for a late fee equal to
three-thousandth of the sales price per day.



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In the event of the following, Party A is entitled to
terminate this contract and liquidation damages, and Party B will forfeit the
amounts already paid for the sales price:


1.         Party
B fails to pay the sales price in time or in full amount without applying to
the Shanghai Housing and Land Resources Administration Bureau for an extension,
which failure continues over 90 days;


2.         Party
B fails to obtain the approval for extension, and the payment is delayed over
90 days;


3.         After
obtaining approval for the extension, Party B still fails to pay in time or in
full amount.


Article VI              After
Party B has paid off the sales price in accordance with this contract, Party B
shall file the LUR for the initial registration at the Real Estate Registration
Office of Pudong New District, pursuant to the relevant real estate
registration regulations of Shanghai.


Article VII            During
the Term of the land use, Party B shall develop and utilize the land in
accordance with the permitted use provided in this contract and the attached “Conditions
of Use of the State Owned Land at No. 10 Street, Parcel 61/1, Town of Zhang
Jiang, Pudong New District, Shanghai” (hereinafter “Conditions of Use”).  In the event that Party B requests any change
to the Conditions of Use, Party B shall, subject to the approvals required by
relevant laws, obtain the consent from Party A, amend this contract, adjust the
sales price, and file the real estate registration.


Article VIII           The
Shanghai Government reserves the right to make and adjust the zoning plans to
the land under this contract.  During the
Term of the land use, any change, expansion or rebuild to the buildings
constructed pursuant to the Conditions of Use, or at the expiration of the Term,
the LUR extension, shall be subject to the then effective zoning requirements.


Article IX              
Party B shall start the construction in accordance with the permitted use and
the commencement date prescribed in this contract.  Failure to start the construction by the
commencement date will be subject to a idle-land fee to be assessed by the real
estate administration, up to forfeiture of the LUR, pursuant to the Urban Real



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Estate
Administration Law of the People’s Republic of China, Regulations on the Urban Real
Estate Development and Operation Management, as well as other applicable laws
and regulations, and the provisions set forth in Section 3.2 of the Conditions
of Use.


If
Party B has started the construction by the commencement date, but the
constructed area fails to reach one-third of the total area of the land or the
invested amount fails to reach 25% of the total required investment, and the
construction is suspended for over one year without permission, the land shall
be deemed idled, and be subject to the idle-land fee to be assessed by the real
estate administration authority, up to forfeiture of the LUR.


Article X               If
Party B is unable to complete construction due to its own reason:


1.         to
terminate the construction, Party B shall apply to Party A for termination of
this contract and for return of the land; subject to the approvals of zoning,
land administration, construction authorities of the government, the Parties
shall terminate this contract, and Party A will take back the LUR.  The payment made by Party B for the LUR sales
price, net of the deposit, idle-land fees, and other applicable fees, will be
returned to Party B (principal only, without accrual of interest).


2.         to reduce
the investment, provided that the land is suitable for subdivision, so that the
unused portion of the land is re-developable after such division, Party B shall
apply 90 days prior to the completion of the construction to Party A for the
adjustment of land area; subject to the approval of zoning, land
administration, construction authorities of the government, the Parties may
reenter into the contract to amend the land area, the sales price, the land use
conditions, and so on, and Party A will take back the LUR of the reduced
portion.  The sales price for the LUR
paid by Party B, net of the deposit, idle-land fees, and other applicable fees,
will be returned to Party B (principal only, without accrual of interest).


Article XI              Within
60 days after completion of the construction, Party B shall submit all records,
and the final acceptance and audit reports of the construction project to Party
A for review and examination of the actual total investment, per-unit
investment and other criteria in light of those set forth in Section 1.4 of the
Conditions of Use.



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Failure
to meet the total investment and per-unit investment criteria shall be deemed a
breach of this contract, and Party A will be entitled to the defaulting fee,
and in addition, require Party B to continue performance.


Article XII            If
the fixed assets investment or per-unit investment does not meet the requirements
of Section 1.4 of the Conditions of Use, Party A will be entitled to the
defaulting fee equal to the sales price times proportional to which the short
investment is of the required investment.


Article XIII           If
the constructed area, the building density, or other index fails to meet the requirements
in Section 1.3 of the Conditions of Use, Party A will be entitled to the
defaulting fee equal to the sales price proportional to which the discrepancy
is of the required standards.


Article XIV           If
the green area, administration building or living services facility exceeds the
requirements in Section 1.5 and 1.6 of the Conditions of Use, Party A will be
entitled to the defaulting fees equal to 20 percent of the sales price, and
require Party B to deconstruct such green areas and buildings.


Article XV            After
Party B has paid off the sales price in accordance with this contract,
registered the LUR and obtained the certificate of title to the buildings,
Party B may transfer, lease and set collateral on the LUR under this contract
according to the law.  During the Term of
the land use, Party A shall have the right to examine and oversee the land use,
transfer, lease, and collateral.


The
initial transfer of the LUR and the construction projects may only occur after
the investment for the construction of the buildings on the land has satisfied
all the requirements set forth in the “Shanghai Real Estate Transfer
Provisions.”  Prior to the satisfaction
of the foregoing condition, Party B may not transfer the LUR, or change the
name or the capital structure of the buyer.


The
rights and obligations set forth in this contract shall be transferred along
with the initial or subsequent transfer of the LUR; after the transfer, the
term of the LUR shall be the remainder of the Term as of the transfer.



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Article XVI           So
long as the capital structure of the buyer does not change, if Party B gets
approval after execution of this contract to set up a land development company,
then Party B shall enter into a supplementary agreement with Party A to change
the name of the buyer, which may apply for or change in the name of such company
the certificate of title and other real estate registrations.


If
there are provisions otherwise set forth in the bidding, listing or auction of
the land, such provisions shall prevail.


Article XVII         During
the Term of this contract, Party A may not rescind the LUR legally acquired by
Party B.  Under special circumstance, if
the public interest requires early rescission of the LUR, Party A shall have
obtained the approvals according to laws. 
Party B is entitled to proper compensation for the early termination
based on such factors as the years remaining the Term, the development of land,
among others.


Article XVIII        Prior
to the expiration of the Term, in order for Party B to continue the LUR, Party
B must apply to Party A for renewal no later than one year in advance of the
expiration. If Party A agrees to the renewal, Party B shall register the LUR
extension pursuant to relevant provisions, and sign a new LUR sales contract
with Party A, and pay for the sales prices.  
If Party B fails to apply for the renewal or if the application is
denied, Party B shall return the land to Party A or the comparable land
administration authority of the government, and register for the expiration of
the LUR.


Article XIX           If
Party A breaches this contract, Party B may request Party A for correction
within a certain period of time, and if Party A remains in default, Party B may
terminate this contract and ask for damages.


If
Party B breaches this contract, Party A may request Party B for correction
within a certain period of time, and if Party B remains in default, Party A may
terminate this contract and ask for damages.


Article XX            The
attached “Conditions of Use of the State Owned Land at No. 10 Street, Parcel
61/1, Town of Zhang Jiang, Pudong New District, Shanghai” (hereinafter “Conditions
of Use”) is a part of this contract, having the same legal force and effect as
this contract.



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Article XXI           The
formation, construction, performance and dispute resolution of this contract
shall apply the laws of the People’s Republic of China and local rules and
regulations of Shanghai.   Any dispute
arising out of this contract shall be negotiated by both parties; and if such
negotiation fails, shall be resolved in accordance with the second option set
forth below:


1.                    through
arbitration at applicable arbitration tribunal;


2.                    by
litigation at the people’s court according to law.


Article XXII         This
contract and attached Conditions of Use consist of total 11 pages, written in
Chinese.  If the contract is written in
Chinese and other languages, the Chinese version shall be controlling.


The
amount in the contract is written in both numeric and descriptive forms, and
both shall be consistent; in case of any discrepancy, the descriptive form
shall prevail.


This
contract may not be changed by handwriting. 
The contract shall be made in four copies, each of equal legal force and
effect.  The parties hereto shall each
hold one copy, and one shall be submitted to real estate administration
authority for registration.


Article XXIII        This
contract is made into on December 31, 2006 in Shanghai, People’s Republic of
China.


Article XXIV        The
Parties may enter into supplementary agreements for the matters not addressed
herein.   


	
  Party A: The Construction
  and Transportation Commission of the Pudong New District, Shanghai 

  Legal Representative
  or authorized

  person: Min Shilin

  Address: No.
  2001 Century 

  Boulevard,
  Pudong New District, 

  Shanghai 

  Tel: 50614610 -
  82084 

  Fax:

  	
   

  	
  Party B:  Shanghai
  OmniVision IC Design

  Co. Ltd. 

  Legal Representative or
  authorized person: 

  Huai Lihua 

  Address: Rm 402, No.
  88, Lane 887,

  ZuChongZhi Road, Pudong
  New 

  District, Shanghai 

  Tel: 61055100 - 132 

  Fax: 61055101

  




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Conditions of Use of

the State Owned Land at No. 10 Street, Parcel 61/1, Town of Zhang Jiang,
  Pudong New District, Shanghai


The Conditions of Use of the State Owned Land at No. 10 Street, Parcel
61/1, Town of Zhang Jiang, Pudong New District, Shanghai (“Conditions of Use”)
are specified as following:


1                                         Conditions
of the Land Use


Party
B shall develop and use the land on the following conditions:


1.1           Permitted
use: industry and scientific research


1.2           Term:  50 years, from the effective date of the
contract.


1.3           Permitted
constructed areas: no greater than 15,000 square meter per hectare; and no
smaller than 6,000 square meter per hectare;


1.4           Investment
intensity:  the total investment under
the contract shall be no less than ¥ 230 million RMB as approved or filed; per
unit investment shall be no less than ¥ 7.66 billion RMB per square kilometer.


1.5           Party
B may not build residential suites, expert suites, hotels, recreational or training
center etc on the land.


1.6           Green
area coverage: no less than 25% of the total area but no greater than 30%.


1.7           Parking:
subject to the “Shanghai Parking Lots (Parking Garages) Standards (DBJ08-7-90).”


1.8           Other
criteria shall conform to the approved zoning documents of the Pudong New
District, Shanghai.


1.9           All
buildings on the land must satisfy the requirements of the “Shanghai Urban
Zoning Administration Technical Specifications.”



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2                                         Urban
Construction Management


2.1           The
construction on this land by Party B shall be subject to the relevant State and
Shanghai provisions relating to the plantation, metro-aesthetics, sanitation,
environment protection, fire-brigade safety, traffic management and designs,
construction work, and other aspects of the urban construction management.


2.2           Party
B shall allow the pipes and pipelines of the government to pass through or
across the land for the public benefit. 
If the buildings and the attachments thereto are damaged as a result of
such, Party B is entitled to compensation from responsible units of the government
in accordance with the laws.


2.3           Party
B shall ensure that the personnel, vehicles and equipment of the public safety,
fire-fighting, and medical rescue or other units of the government to enter
into the land for the emergency rescues or for the performance of the duties.


2.4           Party
B shall be liable for the losses to the State or individuals as a result of the
harm on the land to the environment and neighboring facilities.


3                                         Construction
Management


3.1       Party B
shall commence the construction prior to June 30, 2007 and finish


by June 30, 2009.


3.2       If
Party B cannot commence the construction according to the time set forth in
Section 3.1, Party B shall apply at least 30 days in advance to Party A with
persuasive reasons for postponement, provided that the postponement may not
exceed one year.  Subject to the approval
by Party A of the postponement, the project finish date may be postponed
accordingly.


3.3       If
Party B fails to commence or finish the construction pursuant to Section 3.1,
or fails to commence or finish the construction as postponed pursuant to
Section 3.2, then Party B shall pay Party A for a late fee equal to 3% of the
sales price per day.


Unless
otherwise agreed by Party A, failure to commence the construction within 1 year
after the commencement date set forth in Section 3.1 shall be subject to the
idle-land fee pursuant to Article IX of the Contract; if such failure continues
for 2 years, the LUR will be forfeited, together with all buildings and
attachment thereto on the land, by the land administration authority with no
compensation whatsoever, unless the delay or 



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failure is caused by force majeure, government action or any necessary work for
the initial development.


3.4           Party B may not occupy the land
outside the boundaries of the land without permission.  Party B must apply for temporary use permit
for any use of such land; or otherwise will be liable for illegal occupation of
the land.


4                                         Boundary
Pole Setting and Marking


4.1       Party A
sets up the poles at all turning points of the boundary lines according to the
red lines of survey map.  Party B shall
take effective measures to protect such poles. 
If the poles are moved or damaged, Party B shall report immediately to
Party A, and apply for the new survey and boundary setup.


4.2       If the
poles are missing, moved, or damaged, Party B shall pay for the costs for the
new survey and pole setting.


5                                         Public
Utility and Housing Removing


5.1       Party B
is responsible, at its own expense, for setting up the suitable utilities.


5.2       Party B
or its contractors shall be responsible, at their own costs, for the timely
repair or recovery of the damages caused by the construction work to the
ditches, drains, cables, and other lines or pipes as well as buildings on the
surrounding areas.


5.3       During
the Term of the land use, Party B shall protect the public utilities on the
land (including the ground level monitoring facilities) from damages; in case
of damages, Party B shall be liable for the costs of repair.


5.4       Users
of the adjacent lands shall be jointly responsible for the maintenance and
management of the common pathways and facilities of such neighboring lands,
with costs shared.


6                                         LUR
Transfer, Lease and Collateral


6.1       The LUR
may not be transferred or leased if the land is not developed or utilized in
accordance with the contract and the Conditions of Use.


6.2       The LUR
and all the buildings on the land may be transferred legally if the land
construction has met the requirements of Article XV of the Contract.



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6.3       The LUR
of the land may be used as collateral in accordance with the provisions of the
relevant laws and regulations as well as the Shanghai Real Estate Collateral
Provisions, etc.  Prior to the completion
of the building construction, the collateral loans must be used for the
development and construction of the land. 
When the LUR is in collateral, all the buildings and attachments thereof
are also subject to the collateral.


6.4       The
advance sales, sales, lease or give-away of the buildings shall be compliant
with the laws and regulations as well as the Shanghai Real Estate Registration
Regulations, Shanghai Real Estate Transfer Regulations, Shanghai Housing Lease
Regulations and other relevant provisions of the Shanghai Housing and Land
Resources Administration Bureau.


7                                         Building
Maintenance, Repair, Change and Reconstruction


7.1       During
the Term of the land use, Party B shall ensure, at its own cost, that all the
buildings and other facilities constructed and to be constructed in good and
usable conditions.


7.2       During
the Term of the land use, without approval of Party A, Party B may not
deconstruct, change or reconstruct the public utilities and buildings on the
land.


 



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