**Exhibit4.42**Date: Nov. 30, 2007****J.I.C. TECHNOLOGY COMPANY LIMITED****and****TOPEASTERN INVESTMENT LIMITED** **Equity Transfer Agreement** 
 

 
**Table of Contents**     Article Page1. Sale of Equity and Consideration  1      2. Delivery  2      3. Guarantee  2      4. Entire Agreement  3      5.Effectiveness and Corresponding Texts  3      6. Further Guarantee  3      7. Severability  3      8. Alteration  4      9. Governing Law and Arbitration  4 
 

 
**Equity Transfer Agreement**This Agreement was executed on Nov. 30, 2007 by following parties:(1) J.I.C. TECHNOLOGY COMPANY LIMITED (the **Seller**) is a company incorporated under laws of CaymanIslands with the registration address at Cricket Square, Hutchins Drive, P.O. Box 2681, GrandCayman KY1-1111, Cayman Islands and the business address at Suites 1506-1508, One ExchangeSquare, 8 Connaught Place, Hong Kong(2) TOP EASTERN INVESTMENT LIMITED (the **Buyer**) is a company incorporated under laws of HK SARwith the registration address at Suites 1506-1508, One Exchange Square, 8 Connaught Place,Hong KongWhereas:(A) Jetup Electronic (Shenzhen) Co., Ltd. (the **Company**) is a Wholly Foreign Owned Enterprise(WFOE) registered in Shenzhen of the PRC with registration number of 301553 (copy of thebusiness license is enclosed in the appendix hereof). The Seller owns all registered capitalof the Company.(B) The Buyer is a subsidiary indirectly wholly held by the Seller (the Seller holds the wholeequity of First Rich Holdings Limited, a company incorporated under the laws of British VirginIslands, while the First Rich Holdings Limited holds the whole equity of the Buyer.)(C) In accordance with the consideration and articles stipulated hereby, the Seller wants to sell100% equity **(Equity Being Transferred)**of the company and the Buyer wants to buy 100% equityheld by the Seller.Witness that both parties do mutually agree as follows:**1. Sale of Equity and Consideration**1.1. The Seller agrees to sell and the Buyer agrees to buy the Equity Being Transferred. Thetransfer shall be completed (Delivery) after being approved by relevant government approvalauthority (or other date agreed by the two parties). The sale of the Equity Being Transferredshall not be restricted by any security interest, equity, option, claim of right, or any thirdparty right of any nature (including but not limited to preemption), all rights attached tothe Equity Being Transferred (including but not limited to the right to obtain dividends orother
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  distributions announced or paid on or after the value day) shall be transferred at the sametime. 1.2. The total consideration of the Equity Being Transferred is HKD 181,200,000.**2. Delivery**2.1. The Equity Being Transferred is deemed to be delivered from the Seller to the Buyer at thetime of all the following issues being settled: (a) The Seller shall deliver or urge the Company to deliver to the Buyer with theinstruments of ratification of equity transfer approved by relevant governmentauthorities under the terms and conditions hereof and the new instrument of ratificationof foreign-funded enterprise of the Company issued by relevant government authority,which can reflect that the Equity Being Transferred has been transferred to the Buyerand the Buyer has held 100 per cent equity of the Company.  (b) On matters concerning equity transfer hereunder, the Company has registered inregistration office for alteration of industrial and commercial registration, andobtained the new business license with transferred equity urged by the Seller; and  (c) The Buyer has paid the consideration to the Seller with the way agreed by the twoparties after above provision (a) and (b) of Article 2.1 is realized.**3. Guarantee**The Seller guarantees to the Buyer as follows:(a) The capital corresponding to the Equity Being Transferred has been fully paid;(b) The Seller is the only legal and beneficial owner of the Equity Being Transferred, and theEquity Being Transferred is not restricted by any security interest, option, equity, claim ofright or any other third party right of any nature (including but not limited to preemption);and(c) The Seller has the right to dispose the Equity Being Transferred.
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**4. Entire Agreement**This Agreement constitutes the entire agreement and understanding pertaining to the selling andbuying of the Equity Being Transferred, the two parties agree as follows:(a) Any presentation, guarantee or promise made by one party depending on the other party inorder to sign this agreement shall be clearly set forth or referred to herein;(b) Any party is entitled to claim for any violation of guarantees hereunder by the other party,nevertheless, the party has no remedial right or the right to claim for any mispresentation(no matter due to negligence or other reasons, or before and /or in the process of signingthis Agreement) or false statement made by the other party;(c) This Article shall not rule out any liability or remedy for non-mispresentation.**5. Effectiveness and Corresponding Texts**5.1. This Agreement shall take effect from the date of all instruments of ratification needed forthe sale of the Equity Being Transferred are obtained.5.2. Corresponding to this Agreement, the two parties may execute several different texts, each ofthem is the original with the same legal effect.**6. Further Guarantee**For the purpose of enabling the Buyer to obtain all benefits of the assets and rights and intereststo be transferred hereunder, and implementing and/or performing this Agreement and the transactiondescribed herein, the Seller agrees to take (or urge to take) any further action, sign and deliver(or urge to sign or deliver) further instrument stipulated by laws or properly required by theBuyer no mater on or after the value day.**7. Severability**If any of the provisions of this Agreement is determined to be invalid or unenforceable, thisprovision (only limited to invalid or unenforceable scope) will lose its law effect, and shall notbe deemed as a part hereof, nevertheless,
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it shall not invalid this Agreement or other provisions hereof. The two parties shall make allreasonable efforts to replace the invalid or unenforceable provision with a valid and enforceableprovision that comes closest to expressing the true intent of such invalid or unenforceableprovision.**8. Alteration**Any alteration of This Agreement (or any document referred to herein) shall only be made by writteninstrument signed by both parties. “Alteration” herein includes any alteration, supplement, cutdown or replacement of the agreement.**9. Governing Law and Arbitration**9.1 This Agreement shall be governed and interpreted by the laws of the People’s Republic ofChina.9.2 Any dispute in connection with this Agreement shall be settled by friendly discussion. If thedispute is not settled by the two parties within ninety (90) days after one party has sent awritten notice to the other party to inform the exist of such dispute, any party may submitthe dispute at any time to China International Economic and Trade Arbitration Committee(“Committee”) for arbitration, which shall be conducted in accordance with the Committee’sarbitration rules in effect at the time of applying for arbitration. The arbitral tribunalshall be composed of three (3) arbitrators, each (1) of them shall be assigned by the Sellerand the Buyer, and the third (3) arbitrator is assigned by the Committee. The arbitrationprocedure shall be carried out in Chinese in Shenzhen. The arbitration decision shall be thefinal decision and should be binding on both parties. Except otherwise decided by the arbitraltribunal, the arbitration fee and expenditure shall be borne by the losing party.
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**Appendix****