SUBSCRIPTION
      AGREEMENT

     

    This
      SUBSCRIPTION AGREEMENT (“Subscription
      Agreement”)
      made
      as of this [__] day of [______], 2008, by and among SRKP 19, Inc., a Delaware
      corporation (the “Company”),
      Niveous Holding Company Limited, a British Virgin Islands corporation and upon
      the Closing Date (as defined below) a wholly-owned subsidiary of the Company
      (“Niveous”);
      and
      the undersigned (the “Subscriber”).

     

    WHEREAS,
      the Company, Niveous, and the shareholders of Niveous are parties to a certain
      Share Exchange Agreement dated as of June 27, 2008 (the “Exchange
      Agreement”),
      pursuant to which Niveous will become a wholly-owned subsidiary of the Company
      and 100% of the outstanding securities of Niveous will be exchanged for
      securities in the Company (the “Share
      Exchange”).
      Immediately after the effective time of the Share Exchange (the “Closing
      Date”),
      the
      Company will assume the business and operations of Niveous. 

     

    WHEREAS,
      as a condition to the closing of the Share Exchange, the Company intends to
      obtain subscriptions for the purchase and sale, in a private placement
      transaction (the “Offering”)
      pursuant to Regulation D promulgated under the Securities Act of 1933, as
      amended (the “Act”),
      of
      shares of common stock (the “Shares”)
      of the
      Company, par value $0.0001 per share (“Common
      Stock”)
      on the
      terms and conditions hereinafter set forth, and the Subscriber desires to
      acquire that number of Shares set forth on the signature page
      hereof.

     

    NOW,
      THEREFORE, for and in consideration of the promises and the mutual covenants
      hereinafter set forth, the parties hereto do hereby agree as
      follows:

     

    1. Subscription
      Procedure

     

    1.1 Subject
      to the terms and conditions hereinafter set forth, the Subscriber hereby
      subscribes for and agrees to purchase from the Company such number of Shares
      as
      is set forth upon the signature page hereof at a price of $1.80 per Share (the
      “Purchase
      Price”).
      The
      Company agrees to sell such Shares to the Subscriber for the Purchase
      Price.

     

    1.2 The
      subscription period will begin as of June 23, 2008 and will terminate (if the
      Closing Date has not earlier occurred) at 5:00 PM Eastern Standard Time on
      August 30, 2008, unless extended by the Company, Niveous and the Placement
      Agent
      (as defined below) for up to an additional 90 days (the “Termination
      Date”).
      The
      Shares will be offered on a “best efforts” basis as more particularly set forth
      in a Confidential Private Placement Memorandum and any supplements thereto
      (the
“Offering
      Memorandum”)
      which
      shall supersede in its entirety that Executive Summary dated June 12, 2008.
      The
      final Offering Memorandum will be provided to Subscribers in the Offering no
      later than one (1) day prior to the Termination Date. The consummation of the
      Offering is subject to the satisfaction of a number of conditions to be further
      described in the Offering Memorandum, one or more of which conditions may not
      occur.

     

    1.3 Placement
      of Shares will be made by WestPark Capital, Inc. (the “Placement
      Agent”),
      which
      will receive certain compensation therefore as will be more fully described
      in
      the Offering Memorandum.


    
      
        
        

      

      
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    1.4 The
      Purchase Price will be placed in escrow pursuant to an escrow agreement (the
      “Escrow
      Agreement”)
      by and
      among the Placement Agent, the Company and David Kagel, Esq. as escrow agent,
      and shall be paid over to the Company at the closing of the purchase of the
      Shares in the Offering (the “Closing”)
      to
      occur on the Closing Date.

     

    1.5 The
      certificates for the Common Stock bearing the name of the Subscriber will be
      delivered by the Company no later than thirty (30) days following the Closing
      Date. The Subscriber hereby authorizes and directs the Company to deliver the
      securities to be issued to such Subscriber pursuant to this Subscription
      Agreement to the residential or business address indicated in the Investor
      Questionnaire, as attached.

     

    1.6 The
      Purchase Price for the Shares purchased hereunder shall be paid by certified
      check, payable to Law Offices of David L. Kagel, a Professional Corporation,
      as
      escrow agent, or by wire transfer to Law Offices of David L. Kagel pursuant
      to
      the following instructions:

     

    Law
      Offices of David L. Kagel, a Professional Corporation 

    Subscription
      Escrow Account #2

    Wells
      Fargo Bank

    1801
      Avenue of the Stars

    Los
      Angeles, CA 90067

    Account
      #
      7682761510

    ABA
      #
      121000248

    


    1.7 The
      Company and/or Niveous may, in their sole discretion, reject any subscription,
      in whole or in part, or terminate or withdraw the Offering in its entirety
      at
      any time prior to a closing in relation thereto. Neither the Company nor the
      Placement Agent shall be required to allocate among investors on a pro rata
      basis in the event of an over-subscription.

     

    2. Representations
      and Covenants of Subscriber

     

    2.1 The
      Subscriber recognizes that the purchase of Shares involves a high degree of
      risk
      in that (i) the Company will need additional capital to operate its business
      but
      has no assurance of additional necessary capital; (ii) an investment in the
      Company is highly speculative and only investors who can afford the loss of
      their entire investment should consider investing in the Company and the Shares;
      (iii) an investor may not be able to liquidate his or her investment; (iv)
      transferability of the securities comprising the Shares is extremely limited;
      (v) an investor could sustain the loss of his or her entire investment; and
      (vi)
      the Company is and will be subject to numerous other risks and uncertainties,
      including without limitation, significant and material risks relating to the
      Company’s business and the business and operations of Niveous, and the
      industries, markets and geographic regions in which the Company will compete,
      as
      well as risks associated with the Offering, the Share Exchange and the other
      transactions contemplated herein, in the Offering Memorandum and in the Exchange
      Agreement, all as more fully set forth herein and in the Offering Memorandum.
      For the avoidance of doubt, all references to the Company in this Section
      2.1
      include
      the Company’s business and operations after it acquires the business and
      operations of Niveous through the Share Exchange. 

     

    2.2 The
      Subscriber represents that he or she is an “accredited investor” as such term is
      defined in Rule 501 of Regulation D promulgated under the Act, as indicated
      by
      his or her responses to the Investor Questionnaire, the form of which is
      attached hereto as Exhibit
      A,
      and
      that he or she is able to bear the economic risk of an investment in the Shares.
      The Subscriber must complete the applicable Investor Questionnaire to enable
      the
      Company and Niveous to assess the Subscriber’s eligibility for the
      Offering.


    
      
        
        

      

      
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    2.3 The
      Subscriber acknowledges that he or she has prior investment experience,
      including without limitation, investment in non-listed and non-registered
      securities, or he or she has employed the services of an investment advisor,
      attorney or accountant to read all of the documents furnished or made available
      by the Company or Niveous both to him and to all other prospective investors
      in
      the Shares and to evaluate the merits and risks of such an investment on his
      or
      her behalf, and that he or she recognizes the highly speculative nature of
      this
      investment. 

     

    2.4 The
      Subscriber acknowledges receipt and careful review of the Offering Memorandum,
      this Subscription Agreement, and the attachments hereto and thereto
      (collectively, the “Offering
      Documents”)
      and
      hereby represents that he or she has been furnished or given access by the
      Company or Niveous during the course of this Offering with or to all information
      regarding the Company and Niveous and their respective financial conditions
      and
      results of operations which he or she had requested or desired to know; that
      all
      documents which could be reasonably provided have been made available for his
      or
      her inspection and review; that he or she has been afforded the opportunity
      to
      ask questions of and receive answers from duly authorized representatives of
      the
      Company and Niveous concerning the terms and conditions of the Offering, and
      any
      additional information which he or she had requested. The Subscriber further
      represents and acknowledges that the Subscriber has not seen or received any
      advertisement or general solicitation with respect to the sale of any of the
      securities of the Company, including, without limitation, the
      Shares.

     

    2.5 The
      Subscriber acknowledges that this Offering of Shares may involve tax
      consequences, and that the contents of the Offering Documents do not contain
      tax
      advice or information. The Subscriber acknowledges that he or she must retain
      his or her own professional advisors to evaluate the tax and other consequences
      of an investment in the Shares.

     

    2.6 The
      Subscriber acknowledges that this Offering of Shares has not been reviewed
      or
      approved by the United States Securities and Exchange Commission (“SEC”)
      because the Offering is intended to be a nonpublic offering pursuant to Section
      4(2) of the Act. The Subscriber represents that the Shares are being purchased
      for his or her own account, for investment and not for distribution or resale
      to
      others. The Subscriber agrees that he or she will not sell or otherwise transfer
      any of the securities comprising the Shares unless they are registered under
      the
      Act or unless an exemption from such registration is available and, upon the
      Company’s request, the Company receives an opinion of counsel reasonably
      satisfactory to the Company confirming that an exemption from such registration
      is available for such sale or transfer.

     

    2.7 The
      Subscriber understands that the Shares have not been registered under the Act
      by
      reason of a claimed exemption under the provisions of the Act which depends,
      in
      part, upon his investment intention. The Subscriber realizes that, in the view
      of the SEC, a purchase now with the intention to distribute would represent
      a
      purchase with an intention inconsistent with his or her representation to the
      Company, and the SEC might regard such a distribution as a deferred sale to
      which such exemption is not available.


    
      
        
        

      

      
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    2.8 The
      Subscriber understands that Rule 144 (the “Rule”)
      promulgated under the Act requires, among other conditions, no earlier than
      twelve months after the Form 10 information of Niveous is filed with the SEC,
      in
      addition to a six month holding period prior to the resale (in limited amounts)
      of securities acquired in a non-public offering, such as the Offering, without
      having to satisfy the registration requirements under the Act. Except as
      specifically set forth in Section
      4.1,
      the
      Subscriber understands that the Company makes no representation or warranty
      regarding its fulfillment in the future of any reporting requirements under
      the
      Securities Exchange Act of 1934, as amended (the “Exchange
      Act”),
      or
      its dissemination to the public of any current financial or other information
      concerning the Company, as is required by Rule 144 as one of the conditions
      of
      its availability. The Subscriber consents that the Company may, if it desires,
      permit the transfer of the Shares out of his or her name only when his or her
      request for transfer is accompanied by an opinion of counsel reasonably
      satisfactory to the Company that neither the sale nor the proposed transfer
      results in a violation of the Act, any applicable state “blue sky” laws or any
      applicable securities laws of any other country, province or jurisdiction
      (collectively, “Securities
      Laws”).
      The
      Subscriber agrees to hold the Company, Niveous and their respective directors,
      officers and controlling persons and their respective heirs, representatives,
      successors and assigns harmless and to indemnify them against all liabilities,
      costs and expenses incurred by them as a result of any misrepresentation made
      by
      him contained herein or in the Investor Questionnaire or any sale or
      distribution by the undersigned Subscriber in violation of any Securities
      Laws.

     

    2.9 The
      Subscriber consents to the placement of one or more legends on any certificate
      or other document evidencing his or her Shares and the Common Stock included
      in
      the Shares stating that they have not been registered under the Act and are
      subject to the terms of this Subscription Agreement, including the lock up
      restriction set forth in Section 4.10, and setting forth or referring to the
      restrictions on the transferability and sale thereof.

     

    2.10 The
      Subscriber understands that the Company and Niveous will review this
      Subscription Agreement and the Investor Questionnaire and, if the Subscriber
      is
      a natural person, the Company and Niveous are hereby given authority by the
      undersigned to call his or her bank or place of employment. The Subscriber
      further authorizes the Company and Niveous to review the financial standing
      of
      the Subscriber; and the Subscriber agrees that the Company and Niveous reserve
      the unrestricted right to reject or limit any subscription and to close the
      offer at any time.

     

    2.11 The
      Subscriber hereby represents that the address of Subscriber furnished by him
      at
      the end of this Subscription Agreement and in the Investor Questionnaire is
      the
      undersigned’s principal residence if he or she is an individual or its principal
      business address if it is a corporation or other entity.

     

    2.12 The
      Subscriber acknowledges that if the Subscriber is a Registered Representative
      of
      a Financial Industry Regulatory Authority (“FINRA”)
      member
      firm, he or she must give such firm the notice required by the FINRA Conduct
      Rules, or any applicable successor rules of the FINRA, receipt of which must
      be
      acknowledged by such firm on the signature page hereof. The Subscriber shall
      also notify the Company if the Subscriber or any affiliate of Subscriber is
      a
      registered broker-dealer with the SEC, in which case the Subscriber represents
      that the Subscriber is purchasing the Shares in the ordinary course of business
      and, at the time of purchase of the Shares, has no agreements or understandings,
      directly or indirectly, with any person to distribute the Shares or any portion
      thereof.


    
      
        
        

      

      
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    2.13 The
      Subscriber hereby represents that, except as set forth in the Offering
      Documents, no representations or warranties have been made to the Subscriber
      by
      either the Company or Niveous or their agents, employees or affiliates and
      in
      entering into this transaction, the Subscriber is not relying on any
      information, other than that contained in the Offering Documents and the results
      of independent investigation by the Subscriber.

     

    2.14 The
      Subscriber agrees that he or she will purchase securities in the Offering only
      if his or her intent at such time is to make such purchase for investment
      purposes and not with a view toward resale.

     

    2.15 If
      the
      undersigned Subscriber is a partnership, corporation, trust or other entity,
      such partnership, corporation, trust or other entity further represents and
      warrants that: (i) it was not formed for the purpose of investing in the
      Company; (ii) it is authorized and otherwise duly qualified to purchase and
      hold
      the Shares; and (iii) that this Subscription Agreement has been duly and validly
      authorized, executed and delivered and constitutes the legal, binding and
      enforceable obligation of the undersigned.

     

    2.16 If
      the
      Subscriber is not a United States person, such Subscriber hereby represents
      that
      it has satisfied itself as to the full observance of the laws of its
      jurisdiction in connection with any invitation to subscribe for the Shares
      or
      any use of this Subscription Agreement, including (i) the legal requirements
      within its jurisdiction for the purchase of the Shares, (ii) any foreign
      exchange restrictions applicable to such purchase, (iii) any governmental or
      other consents that may need to be obtained, and (iv) the income tax and other
      tax consequences, if any, that may be relevant to the purchase, holding,
      redemption, sale or transfer of the Shares. Such Subscriber’s subscription and
      payment for, and his or her continued beneficial ownership of the Shares, will
      not violate any applicable securities or other laws of the Subscriber’s
      jurisdiction. 

     

    2.17 The
      undersigned hereby covenants and agrees that neither it nor any of its
      affiliates has or will have an open position (e.g., short sale) in the Common
      Stock prior to the Registration Statement (as defined below) being declared
      effective by the SEC with the intent of covering such open position with Common
      Stock being registered in the Registration Statement. The undersigned hereby
      acknowledges and understands that the SEC has taken the position that such
      an
      open position would constitute a violation of Section 5 of the Act.


     

    2.18 The
      Subscriber acknowledges that (i) the Offering Memorandum contains material,
      non-public information concerning the Company within the meaning of Regulation
      FD promulgated by the SEC, and (ii) the Subscriber is obtaining such material,
      non-public information solely for the purpose of considering whether to purchase
      the Shares pursuant to a private placement that is exempt from registration
      under the Act. In accordance with Regulation FD and other applicable provisions
      of the Securities Laws, the Subscriber agrees to keep such information
      confidential and not to disclose it to any other person or entity except the
      Subscriber’s legal counsel, other advisors and other representatives who have
      agreed (i) to keep such information confidential, (ii) to use such information
      only for the purpose set forth above, and (iii) to comply with applicable
      securities laws with respect to such information. In addition, the Subscriber
      further acknowledges that the Subscriber and such legal counsel, other advisors
      and other representatives are prohibited from trading in the Company’s
      securities while in possession of material, non-public information and agrees
      to
      refrain from purchasing or selling securities of the Company until such
      material, non-public information has been publicly disseminated by the Company.
      The Subscriber agrees to indemnify and hold harmless the Company, Niveous and
      their respective officers, directors, employees and affiliates and each other
      person, if any, who controls any of the foregoing, against any loss, liability,
      claim, damage and expense whatsoever (including, but not limited to, any and
      all
      expenses whatsoever reasonably incurred in investigating, preparing or defending
      against any litigation commenced or threatened or any claim whatsoever) arising
      out of or based upon any false representation or warranty by the Subscriber,
      or
      the Subscriber’s breach of, or failure to comply with, any covenant or agreement
      made by the Subscriber herein or in any other document furnished by the
      Subscriber to the Company, Niveous or their respective officers, directors,
      employees or affiliates or each other person, if any, who controls any of the
      foregoing in connection with this transaction.


    
      
        
        

      

      
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    2.19 The
      Subscriber understands and acknowledges that (i) the Shares are being
      offered and sold to Subscriber without registration under the Act in a private
      placement that is exempt from the registration provisions of the Act under
      Section 4(2) of the Act and (ii) the availability of such exemption depends
      in part on, and that the Company will rely upon the accuracy and truthfulness
      of, the foregoing representations, and such Subscriber hereby consents to such
      reliance.

     

    3. Representations
      by the Company and Niveous

     

    Except
      as
      set forth in the reports filed by the Company pursuant to the Securities
      Exchange Act of 1934, as amended (the “SEC
      Reports”),
      each
      of the Company and, as applicable, Niveous severally represent and warrant
      to
      the Subscriber that: 

     

    3.1 Organization
      and Authority.
      The
      Company and Niveous, and each of their respective subsidiaries, (i) is a
      corporation and company, respectively, validly existing and in good standing
      under the laws of the jurisdiction of its incorporation and formation,
      respectively, (ii) has all requisite corporate power and company power,
      respectively, and authority to own, lease and operate its properties and to
      carry on its business as presently conducted, and (iii) has all requisite
      corporate power and company power, respectively, and authority to execute,
      deliver and perform their obligations under this Subscription Agreement and
      the
      Offering Documents being executed and delivered by it in connection herewith,
      and to consummate the transactions contemplated hereby and thereby.

     

    3.2 Qualifications.
      The
      Company and Niveous, and each of their respective subsidiaries, is duly
      qualified to do business as a foreign corporation and foreign company,
      respectively, and is in good standing in all jurisdictions where such
      qualification is necessary and where failure so to qualify could have a material
      adverse effect on the business, properties, operations, condition (financial
      or
      other), results of operations or prospects of the Company and its subsidiaries
      (after the effective time of the Share Exchange), taken as a
      whole.


    
      
        
        

      

      
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    3.3 Capitalization
      of the Company.
      Immediately after the effective time of the Share Exchange (but before the
      closing of this Offering), the authorized capital stock the capitalization
      of
      the Company will consist of 100,000,000 shares of Common Stock, $0.0001 par
      value per share and 10,000,000 shares of “blank check” Preferred Stock, par
      value $0.0001 per share. Of the authorized capital stock of the Company,
      immediately after the effective time of the Share Exchange but excluding the
      Shares of Common Stock issued in the Offering, there will be outstanding
      _________ shares of Common Stock and ________ warrants to purchase shares of
      Common Stock, and no options to purchase shares of Common Stock. Except as
      disclosed in the SEC Reports or the Offering Documents, there are no additional
      outstanding options, warrants, script rights to subscribe to, calls or
      commitments of any character whatsoever relating to, or securities, rights
      or
      obligations convertible into or exchangeable for, or giving any person any
      right
      to subscribe for or acquire from the Company, any shares of Common Stock, or
      contracts, commitments, understandings or arrangements by which the Company
      or
      any subsidiary is or may become bound to issue additional shares of Common
      Stock, or securities or rights convertible or exchangeable into shares of Common
      Stock. Except as described in the Offering Documents, the issuance and sale
      of
      the Shares will not obligate the Company to issue shares of Common Stock or
      other securities to any person (other than the Subscribers) and will not result
      in a right of any holder of Company securities to adjust the exercise,
      conversion, exchange or reset price under such securities. The shares of the
      Company’s capital stock outstanding immediately after the effective time of the
      Share Exchange (but before the closing of the Offering) are or will be duly
      authorized and validly issued and are or will be fully paid and nonassessable.
      None of the outstanding shares of Common Stock or options, warrants, or rights
      or other securities entitling the holders to acquire Common Stock has been
      issued in violation of the preemptive rights of any security holder of the
      Company. No holder of any of the Company’s securities has any rights, “demand,”
“piggy-back” or otherwise, to have such securities registered by reason of the
      intention to file, filing or effectiveness of the Registration Statement (as
      defined below), except as contemplated by the Exchange Agreement. The Shares
      to
      be issued to the Subscriber have been duly authorized, and when issued and
      paid
      for in accordance with this Subscription Agreement, the Common Stock will be
      duly and validly issued, fully paid and non-assessable will be duly and validly
      issued, fully paid and non-assessable.

     

    3.4 Authorization.
      The
      Offering Documents have been duly and validly authorized by the Company and
      Niveous. This Subscription Agreement, assuming due execution and delivery by
      the
      Subscriber, when the Subscription Agreement is executed and delivered by the
      Company, will be, valid and binding obligations of the Company, enforceable
      in
      accordance with their respective terms, except as the enforceability hereof
      and
      thereof may be limited by bankruptcy, insolvency, reorganization, moratorium
      or
      other similar laws now or hereafter in effect relating to or affecting
      creditors’ rights generally and general principles of equity, regardless of
      whether enforcement is considered in a proceeding in equity or at
      law.

     

    3.5 Non-Contravention.
      The
      execution and delivery of the Offering Documents by the Company and Niveous,
      the
      issuance of the Shares as contemplated by the Offering Documents and the
      completion by the Company and Niveous of the other transactions contemplated
      by
      the Offering Documents do not and will not, with or without the giving of notice
      or the lapse of time, or both, (i) result in any violation of any provision
      of
      the articles of incorporation or by-laws or similar instruments of the Company
      or Niveous or their respective subsidiaries, (ii) conflict with or result in
      a
      breach by the Company or Niveous or their respective subsidiaries of any of
      the
      terms or provisions of, or constitute a default under, or result in the
      modification of, or result in the creation or imposition of any lien, security
      interest, charge or encumbrance upon any of the properties or assets of the
      Company or Niveous or their respective subsidiaries, pursuant to any agreements,
      instruments or documents filed as exhibits to the SEC Reports or any indenture,
      mortgage, deed of trust or other agreement or instrument to which Niveous or
      any
      of its subsidiaries is a party or by which Niveous or any of its subsidiaries
      or
      any of its properties or assets are bound or affected, in any such case which
      would have a material adverse effect on the business, properties, operations,
      condition (financial or other), results of operations or prospects of the
      Company and Niveous and their respective subsidiaries, taken as a whole, or
      the
      validity or enforceability of, or the ability of the Company or Niveous to
      perform their obligations under, the Offering Documents, (iii) violate or
      contravene any applicable law, rule or regulation or any applicable decree,
      judgment or order of any court, United States federal or state regulatory body,
      administrative agency or other governmental body having jurisdiction over
      Niveous or any of its subsidiaries or any of its respective properties or assets
      that would have a material adverse effect on the business, properties,
      operations, condition (financial or other), results of operations or prospects
      of the Company and its subsidiaries (after the effective time of the Share
      Exchange), taken as a whole, or the validity or enforceability of, or the
      ability of the Company or Niveous to perform its obligations under, the Offering
      Documents, or (iv) have any material adverse effect on any permit,
      certification, registration, approval, consent, license or franchise necessary
      for the Company or its subsidiaries (after the effective time of the Share
      Exchange) to own or lease and operate any of its properties and to conduct
      any
      of its business or the ability of the Company or its subsidiaries to make use
      thereof.


    
      
        
        

      

      
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    3.6 Information
      Provided.
      The
      Company hereby represents and warrants to the Subscriber that the information
      set forth in the Offering Memorandum, the SEC Reports and any other document
      provided by the Company (or the Company’s authorized representatives) to the
      Subscriber in connection with the transactions contemplated by this Subscription
      Agreement, does not contain any untrue statement of a material fact or omit
      to
      state any material fact necessary in order to make the statements therein,
      in
      the light of the circumstances under which they are made, not misleading, it
      being understood that for purposes of this Section 3.6, any statement contained
      in such information shall be deemed to be modified or superseded for purposes
      of
      this Section
      3.6
      to the
      extent that a statement in any document included in such information which
      was
      prepared and furnished to the Subscriber on a later date or filed with the
      SEC
      on a later date modifies or replaces such statement, whether or not such later
      prepared and furnished or filed statement so states. Niveous hereby represents
      and warrants to the Subscriber that the information set forth in the Offering
      Memorandum and any other document provided by Niveous (or Niveous’ authorized
      representatives) to the Subscriber in connection with the transactions
      contemplated by this Subscription Agreement, does not contain any untrue
      statement of a material fact or omit to state any material fact necessary in
      order to make the statements therein, in the light of the circumstances under
      which they are made, not misleading.

     

    3.7 Absence
      of Certain Proceedings.
      Except
      as disclosed in the SEC Reports, neither the Company nor Niveous is aware of
      any
      action, suit, proceeding, inquiry or investigation before or by any court,
      public board or body, or governmental agency pending or threatened against
      or
      affecting the Company or Niveous or any of their respective subsidiaries, in
      any
      such case wherein an unfavorable decision, ruling or finding would have a
      material adverse effect on the business, properties, operations, condition
      (financial or other), results of operations or prospects of the Company or
      Niveous, or the transactions contemplated by the Offering Documents or which
      could adversely affect the validity or enforceability of, or the authority
      or
      ability of the Company or Niveous to perform its obligations under, the Offering
      Documents; and to the Company’s and Niveous’ knowledge there is not pending or
      contemplated any, and there has been no, investigation by the SEC involving
      the
      Company or Niveous or any of their current or former directors or
      officers.

     

    3.8 Compliance
      with Law.
      Neither
      the Company nor Niveous nor any of their respective subsidiaries is in violation
      of or has any liability under any statute, law, rule, regulation, ordinance,
      decision or order of any governmental agency or body or any court, domestic
      or
      foreign, except where such violation or liability would not individually or
      in
      the aggregate have a material adverse effect on the business, properties,
      operations, condition (financial or other), results of operations or prospects
      of the Company and its subsidiaries (after the effective time of the Share
      Exchange), taken as a whole; and to the knowledge of the Company and Niveous
      there is no pending investigation that would reasonably be expected to lead
      to
      such a claim.


    
      
        
        

      

      
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    3.9 Tax
      Matters.
      The
      Company and Niveous and each of their respective subsidiaries has filed all
      federal, state and local income and franchise tax returns required to be filed
      and has paid all taxes shown by such returns to be due, and no tax deficiency
      has been determined adversely to the Company or Niveous or any of their
      respective subsidiaries which has had (nor does the Company or Niveous or any
      of
      their respective subsidiaries have any knowledge of any tax deficiency which,
      if
      determined adversely to the Company or Niveous or any of their respective
      subsidiaries, might have) a material adverse effect on the business, properties,
      operations, condition (financial or other), results of operations, or prospects
      of the Company or any of its subsidiaries (after the effective time of the
      Share
      Exchange), taken as a whole.

     

    4. Registration
      Rights

     

    4.1 Registration
      Requirement.
      Subject
      to the terms and limitations hereof, the Company shall file a registration
      statement on Form S-1 or other appropriate registration document under the
      Act
      (the “Registration
      Statement”)
      for
      resale of the Shares all shares held by the shareholders of the Company
      immediately prior to the Close (the “Registrable
      Securities”)
      and
      shall use its reasonable best efforts to maintain the Registration Statement
      effective for a period of twelve (12) months at the Company’s expense (the
“Effectiveness
      Period”).
      The
      Company shall file such Registration Statement no later than thirty (30) days
      after the Closing Date (the “Registration
      Filing Date”),
      and
      shall use reasonable best efforts to cause such Registration Statement to become
      effective within one hundred and fifty (150) days after the Closing Date, or
      one
      hundred eighty (180) days after the Closing Date if the Registration Statement
      is subject to a full review by the SEC. 

     

    4.2 Limitation
      to Registration Requirement.
      Notwithstanding the foregoing, the Company shall not be obligated to effect
      any
      registration of the Registrable Securities or take any other action pursuant
      to
      this Section
      4:
      (i) in
      any particular jurisdiction in which the Company would be required to execute
      a
      general consent to service of process in effecting such registration,
      qualification or compliance unless the Company is already subject to service
      in
      such jurisdiction and except as may be required by the Act, or (ii) during
      any
      period in which the Company suspends the rights of a subscriber after giving
      the
      Subscriber written notification of a Potential Material Event (defined below)
      pursuant to Section
      4.6
      hereof.


     

    4.3 Expenses
      of Registration.
      Except
      as otherwise expressly set forth, the Company shall bear all expenses incurred
      by the Company in compliance with the registration obligation of the Company,
      including, without limitation, all registration and filing fees, printing
      expenses, fees and disbursements of counsel for the Company incurred in
      connection with any registration, qualification or compliance pursuant to this
      Subscription Agreement and all underwriting discounts, selling commissions
      and
      expense allowances applicable to the sale of any securities by the Company
      for
      its own account in any registration. All underwriting discounts, selling
      commissions and expense allowances applicable to the sale by Subscriber of
      Registrable Securities and all fees and disbursements of counsel for the
      Subscriber shall be borne by the Subscriber.


    
      
        
        

      

      
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    4.4 Indemnification.

     

    (a) To
      the
      extent permitted by law the Company will indemnify each Subscriber, each of
      its
      officers, directors, agents, employees and partners, and each person controlling
      such Subscriber, with respect to each registration, qualification or compliance
      effected pursuant to this Agreement, and each underwriter, if any, and each
      person who controls any underwriter, and their respective counsel against all
      claims, losses, damages and liabilities (or actions, proceedings or settlements
      in respect thereof) arising out of or based on (i) any untrue statement (or
      alleged untrue statement) of a material fact contained in any prospectus,
      offering circular or other document prepared by the Company (including any
      related registration statement, notification or the like) incident to any such
      registration, qualification or compliance, or (ii) any omission (or alleged
      omission) to state therein a material fact required to be stated therein or
      necessary to make the statements therein not misleading, or any violation by
      the
      Company of the Act or any rule or regulation thereunder applicable to the
      Company and relating to action or inaction required of the Company in connection
      with any such registration, qualification or compliance, and subject to the
      provisions of Section
      4.4(c)
      below,
      will reimburse each such Subscriber, each of its officers, directors, agents,
      employees and partners, and each person controlling such Subscriber, each such
      underwriter and each person who controls any such underwriter, for any legal
      and
      any other expenses as they are reasonably incurred in connection with
      investigating and defending any such claim, loss, damage, liability or action,
      provided that the Company will not be liable in any such case to the extent
      that
      any such claim, loss, damage, liability or expense arises out of or is based
      on
      any untrue statement (or alleged untrue statement) or omission (or alleged
      omissions) based upon written information furnished to the Company by (or on
      behalf of) such Subscriber or underwriter, or if the person asserting any such
      loss, claim, damage or liability (or action or proceeding in respect thereof
      did
      not receive a copy of an amended preliminary prospectus or the final prospectus
      (or the final prospectus as amended and supplemented) at or before the written
      confirmation of the sale of such Registrable Securities to such person because
      of the failure of the Subscriber or underwriter to so provide such amended
      preliminary or final prospectus (or the final prospectus as amended and
      supplemented); provided, however, that the indemnity agreement contained in
      this
      subsection shall not apply to amounts paid in settlement of any such loss,
      claim, damage, liability or action if such settlement is effected without the
      consent of the Company (which consent shall not be unreasonably withheld),
      nor
      shall the Company be liable in any such case for any such loss, claim, damage,
      liability or action to the extent that it arises out of or is based upon a
      violation which occurs in reliance upon and in conformity with written
      information furnished expressly for use in connection with such registration
      by
      the Subscriber, any such partner, officer, director, employee, agent or
      controlling person of such Subscriber, or any such underwriter or any person
      who
      controls any such underwriter; provided, however, that the obligations of the
      Company hereunder shall be limited to an amount equal to the portion of net
      proceeds represented by the Registrable Securities pursuant to this Subscription
      Agreement.


    
      
        
        

      

      
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    (b) To
      the
      extent permitted by law, each Subscriber whose Registrable Securities are
      included in any registration, qualification or compliance effected pursuant
      to
      this Subscription Agreement will indemnify the Company, and its directors,
      officers, agents, employees and each underwriter, if any, of the Company’s
      securities covered by such a registration statement, each person who controls
      the Company or such underwriter within the meaning of the Act and the rules
      and
      regulations thereunder, each other such Subscriber and each of their officers,
      directors, partners, agents and employees, and each person controlling such
      Subscriber, and their respective counsel against all claims, losses, damages
      and
      liabilities (or actions in respect thereof) arising out of or based on any
      untrue statement (or alleged untrue statement) of a material fact contained
      in
      any such registration statement, prospectus, offering circular or other
      document, or any omission (or alleged omission) to state therein a material
      fact
      required to be stated therein or necessary to make the statements therein not
      misleading, and will reimburse the Company and such Subscribers, directors,
      officers, partners, persons, underwriters or control persons for any legal
      or
      any other expenses as they are reasonably incurred in connection with
      investigating or defending any such claim, loss, damage, liability or action,
      in
      each case to the extent, but only to the extent, that such untrue statement
      (or
      alleged untrue statement) or omission (or alleged omission) is made in such
      registration statement, prospectus, offering circular or other document in
      reliance upon and in conformity with written information furnished to the
      Company by such Subscriber; provided,
      however,
      that
      the obligations of any Subscriber hereunder shall be limited to an amount equal
      to the net proceeds to such Subscriber from Registrable Securities sold under
      such registration statement, prospectus, offering circular or other document
      as
      contemplated herein; provided, further, that the indemnity agreement contained
      in this subsection shall not apply to amounts paid in settlement of any such
      loss, claim, damage, liability or action if such settlement is effected without
      the consent of the Subscriber, which consent shall not be unreasonably withheld
      or delayed.

     

    (c) Each
      party entitled to indemnification under this Section (the “Indemnified
      Party”)
      shall
      give notice to the party required to provide indemnification (the “Indemnifying
      Party”)
      promptly after such Indemnified Party has actual knowledge of any claim as
      to
      which indemnity may be sought, and shall permit the Indemnifying Party to assume
      the defense of any such claim or any litigation resulting therefrom, provided
      that counsel for the Indemnifying Party, who shall conduct the defense of such
      claim or any litigation resulting therefrom, shall be approved by the
      Indemnified Party (whose approval shall not unreasonably be withheld), and
      the
      Indemnified Party may participate in such defense at such party’s expense; and
      provided further that if any Indemnified Party reasonably concludes that there
      may be one or more legal defenses available to it that are not available to
      the
      Indemnifying Party, or that such claim or litigation involves or could have
      an
      effect on matters beyond the scope of this Agreement, then the Indemnified
      Party
      may retain its own counsel at the expense of the Indemnifying Party; and
      provided further that the failure of any Indemnified Party to give notice as
      provided herein shall not relieve the Indemnifying Party of its obligations
      under this Agreement unless and only to the extent that such failure to give
      notice results in material prejudice to the Indemnifying Party. No Indemnifying
      Party, in the defense of any such claim or litigation, shall, except with the
      consent of each Indemnified Party, consent to entry of any judgment or enter
      into any settlement which does not include as an unconditional term thereof
      the
      giving by the claimant or plaintiff to such Indemnified Party of a release
      from
      all liability in respect to such claim or litigation. Each Indemnified Party
      shall furnish such information regarding itself or the claim in question as
      an
      Indemnifying Party may reasonably request in writing and as shall be reasonably
      required in connection with defense of such claim and litigation resulting
      therefrom.


    
      
        
        

      

      
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    (d) If
      the
      indemnification provided for in this Section is held by a court of competent
      jurisdiction to be unavailable to an Indemnified Party with respect to any
      loss,
      liability, claim, damage or expense referred to herein, then the Indemnifying
      Party, in lieu of indemnifying such Indemnified Party hereunder, shall
      contribute to the amount paid or payable by such Indemnified Party as a result
      of such loss, liability, claim, damage or expense in such proportion as is
      appropriate to reflect the relative fault of the Indemnifying Party on the
      one
      hand and of the Indemnified Party on the other in connection with the statements
      or omissions which resulted in such loss, liability, claim, damage or expense
      as
      well as any other relevant equitable considerations. The relative fault of
      the
      Indemnifying Party and of the Indemnified Party shall be determined by reference
      to, among other things, whether the untrue or alleged untrue statement of a
      material fact or the omission to state a material fact relates to information
      supplied by the Indemnifying Party or by the Indemnified Party and the parties’
relative intent, knowledge, access to information and opportunity to correct
      or
      prevent such statement or omission.

     

    4.5 Transfer
      or Assignment of Registration Rights.
      The
      Registrable Securities, and any related benefits to the Subscriber hereunder
      may
      be transferred or assigned by the Subscriber to a permitted transferee or
      assignee, provided that the Company is given written notice of such transfer
      or
      assignment, stating the name and address of said transferee or assignee and
      identifying the Registrable Securities with respect to which such registration
      rights are being transferred or assigned; provided further that the transferee
      or assignee of such Registrable Securities shall be deemed to have assumed
      the
      obligations of the Subscriber under this Subscription Agreement by the
      acceptance of such assignment and shall, upon request from the Company, evidence
      such assumption by delivery to the Company of a written agreement assuming
      such
      obligations of the Subscriber.

     

    4.6 Registration
      Procedures.
      In the
      case of the registration effected by the Company pursuant to this Subscription
      Agreement, the Company will keep the Subscriber advised in writing as to the
      initiation of each registration and as to the completion thereof. The Company
      will:

     

    (a) Prepare
      and file with the SEC such amendments and supplements to such registration
      statement and the prospectus used in connection with such registration statement
      as may be necessary to comply with the provisions of the Act with respect to
      the
      disposition of securities covered by such registration statement;

     

    (b) Respond
      as promptly as reasonably practicable to any comments received from the SEC
      with
      respect to a registration statement or any amendment thereto.

     

    (c) Notify
      the Subscriber as promptly as reasonably practicable and (if requested by any
      such person) confirm such notice in writing no later than one trading day
      following the day (A) when a prospectus or any prospectus supplement or
      post-effective amendment to a registration statement is proposed to be filed
      and
      (B) with respect to a registration statement or any post-effective amendment,
      when the same has become effective; 

     

    (d) Furnish
      such number of prospectuses and other documents incident thereto, including
      supplements and amendments, as the Subscriber may reasonably request;


     

    (e) Furnish
      to the Subscriber, upon request, a copy of all documents filed with and all
      correspondence from or to the SEC in connection with any such registration
      statement other than non-substantive cover letters and the
      like;


    
      
        
        

      

      
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    (f) Use
      its
      reasonable best efforts to avoid the issuance of, or, if issued, obtain the
      withdrawal of (i) any order suspending the effectiveness of a registration
      statement, or (ii) any suspension of the qualification (or exemption from
      qualification) of any of the Registrable Securities for sale in any
      jurisdiction, at the earliest practicable moment; and

     

    (g) Use
      its
      reasonable best efforts to comply with all applicable rules and regulations
      of
      the SEC.

     

    Notwithstanding
      the foregoing, if at any time or from time to time after the date hereof, the
      Company notifies the Subscriber in writing of the existence of an event or
      circumstance that is not disclosed in the Registration Statement and that may
      have a material effect on the Company or its business (a “Potential
      Material Event”),
      the
      Subscriber shall not offer or sell any Registrable Securities, or engage in
      any
      other transaction involving or relating to the Registrable Securities, from
      the
      time of the giving of notice with respect to a Potential Material Event until
      the Company notifies the Subscriber that such Potential Material Event either
      has been added to the Registration Statement by amendment or supplement or
      no
      longer constitutes a Potential Material Event; provided,
      that
      the Company may not so suspend the right of Subscriber for more than 120 days
      in
      the aggregate. 

     

    4.7 Statement
      of Beneficial Ownership.
      The
      Company may require the Subscriber to furnish to the Company a certified
      statement as to the number of shares of Common Stock beneficially owned by
      such
      Subscriber and the controlling person thereof and any other such information
      regarding the Subscriber, the Registrable Securities held by the Subscriber
      and
      the intended method of disposition of such securities as shall be reasonably
      required with respect to the registration of the Subscriber’s Registrable
      Securities. The Subscriber hereby understands and agrees that the Company may,
      in its sole discretion, exclude the Subscriber’s shares of Common Stock from the
      Registration Statement in the event that the Subscriber fails to provide such
      information requested by the Company within the time period reasonably specified
      by the Company or is required to do so by law or the SEC.

     

    4.8 Compliance.
      Subscriber covenants and agrees that if the Shares are sold under a registration
      statement, that the Shares will only be disposed of pursuant to an effective
      statement under, and in compliance with the requirements of, the Act, including
      in accordance with the plan of distribution set forth in the registration
      statement and in compliance with the prospectus delivery requirements of the
      Act
      as applicable to such Subscriber in connection with sales of Registrable
      Securities pursuant to the registration statement required hereunder. Subscriber
      understands and acknowledges that the Company and the Company’s counsel may rely
      on the statements and covenants made in this Section for purposes of providing
      a
      legal opinion to the transfer agent for removal of a restrictive legend under
      the Act.


    
      
        
        

      

      
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    4.9 Piggy-Back
      Registrations.
      If at
      any time during the Effectiveness Period there is not an effective registration
      statement covering all of the Registrable Securities and the Company shall
      determine to prepare and file with the SEC a registration statement relating
      to
      an offering for its own account or the account of others under the Act of any
      of
      its Common Stock, other than an offering of securities issued pursuant to a
      Strategic Issuance (as defined below) and other than a Form S-4 or Form S-8
      registration statement (each as promulgated under the Act or their then
      equivalents relating to equity securities to be issued solely in connection
      with
      any business combination transaction, acquisition of any entity or business
      or
      equity securities issuable in connection with stock option or other employee
      benefit plans), then the Company shall send to the Subscriber (together with
      any
      other holders of its Common Stock possessing “piggyback registration rights”
comparable to those granted to the Subscriber hereunder (“Rightsholders”))
      written notice of such determination and, if within fifteen (15) days after
      receipt of such notice, the Subscriber shall so request in writing, the Company
      shall include in such registration statement all or any part of such Registrable
      Securities such Subscriber requests to be registered; provided that the Company
      shall not be required to register any Registrable Securities pursuant to this
      Section that are eligible for resale pursuant to Rule 144 promulgated under
      the
      Act; and provided further that the Company may, without the consent of the
      Subscriber, withdraw such registration statement before its becoming effective
      if the Company or other stockholders have elected to abandon the proposal to
      register the securities proposed to be registered thereunder. If the
      registration statement is being filed for an underwritten public offering,
      the
      Subscriber must timely execute and deliver the usual and customary agreement
      among the Company, such Subscriber and the underwriters relating to the
      registration including a lock-up agreement if requested by the underwriters
      with
      respect to any shares of Common Stock not included in the registration, on
      terms
      no less favorable than those agreed to by the Company, its directors and its
      officers. If the registration statement is being filed for an underwritten
      offer
      and sale by the Company of securities for its own account and the managing
      underwriters advise the Company in writing that in their opinion the offering
      contemplated by the registration statement cannot be successfully completed
      if
      the Company were to also register the Registrable Shares of the Subscriber
      requested to be included in such registration statement, then the Company will
      include in the registration: (i) first, any securities the Company proposes
      to
      sell, (ii) second, any securities of any person whose securities are being
      registered as a result of the exercise of a demand registration right, and
      (iii)
      third, that portion of the aggregate number of shares being requested for
      inclusion in the registration statement by (X) the Subscriber and (Y) all other
      Rightsholders, which in the opinion of such managing underwriters can
      successfully be sold, such number of shares to be taken pro
      rata
      from the
      Rightsholders on the basis of the total number of shares being requested for
      inclusion in the registration statement by each Rightsholder. “Strategic
      Issuance” shall mean an issuance of securities: (i) in connection with a
“corporate partnering” transaction or a “strategic alliance” (as determined by
      the Board of Directors of the Company in good faith); (ii) in connection with
      any financing transaction in respect of which the Company is a borrower; or
      (iii) to a vendor, lessor, lender, or customer of the Company, or a research,
      manufacturing or other commercial collaborator of the Company, in a transaction
      approved by the Board of Directors, provided in any case, that such issuance
      is
      not being made primarily for the purpose of avoiding compliance with this
      Subscription Agreement.

     

    4.10 “Lock-Up”
      Agreement. 
      The Subscriber agrees that, during the period from the date hereof until that
      date that is fourteen (14) months following the date on which the Company's
      Common Stock begins to be listed or quoted on either the New York Stock
      Exchange, American Stock Exchange, NASDAQ Global Market, NASDAQ Capital Market
      or the OTC Bulletin Board (the "Listing
      Date")
      that,
      it, he or she shall not, directly or indirectly sell, assign, exchange,
      distribute, offer to sell, contract to sell (including, without limitation,
      any
      short sale), hypothecate, pledge, grant any option to purchase or otherwise
      transfer or dispose of any Shares of the Company held by it, him or her and
      purchased further to this Subscription Agreement, at any time during such
      period, except that one-twelfth (1/12) of the Shares acquired hereunder shall
      be
      automatically released from this lock-up provision on the date that is ninety
      (90) days after the Listing Date (the “Initial
      Release Date”)
      and
      thereafter the Shares will be released every thirty (30) days after the Initial
      Release Date on a pro rata basis over the next eleven months.  
WestPark Capital, Inc., in its discretion, may release some or all the Shares
      earlier than the schedule set forth in this section. In order to enforce the
      foregoing covenant, the Company may impose stop-transfer instructions with
      respect to and place restrictive legends on the certificates evidencing the
      Shares of the Company, and the Subscriber agrees to further execute a lock-up
      agreement which encompasses the terms of this Section
      4.10,
      in
      substantially the form attached hereto as Exhibit
      B.


    
      
        
        

      

      
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    5. Miscellaneous

     

    5.1 Any
      notice or other communication given hereunder shall be deemed sufficient if
      in
      writing and sent by registered or certified mail, return receipt requested,
      addressed to the Company, at Niveous Holding Company Limited, c/o NIVS (Huizhou)
      Audio & Video Tech. Co., Ltd., NIVS Industry Park, Shuikou, Huizhou,
      Guangdong, China, Attention: Mr. Li Tianfu, with
      a copy to
      (which
      shall not constitute notice) Kirkpatrick & Lockhart Preston Gates Ellis LLP,
      10100 Santa Monica Blvd., Seventh Floor, Los Angeles, California 90067,
      Attention: Thomas J. Poletti, Esq., and to the Subscriber at his address
      indicated on the signature page of this Subscription Agreement. Notices shall
      be
      deemed to have been given three (3) business days after the date of mailing,
      except notices of change of address, which shall be deemed to have been given
      when received.

     

    5.2 This
      Subscription Agreement may be amended through a written instrument signed by
      the
      Subscriber, Niveous and the Company; provided, however, that the terms of
      Section 4 of this Subscription Agreement may be amended without the consent
      or
      approval of the Subscriber so long as such amendment applies in the same fashion
      to the subscription agreements of all of the other subscribers for Shares in
      the
      Offering and at least holders of a majority of the Shares sold in the Offering
      have given their approval of such amendment, which approval shall be binding
      on
      all holders of Shares. 

     

    5.3 This
      Subscription Agreement shall be binding upon and inure to the benefit of the
      parties hereto and to their respective heirs, legal representatives, successors
      and assigns. This Subscription Agreement sets forth the entire agreement and
      understanding between the parties as to the subject matter hereof and merges
      and
      supersedes all prior discussions, agreements and understandings of any and
      every
      nature among them.

     

    5.4 Notwithstanding
      the place where this Subscription Agreement may be executed by any of the
      parties hereto, the parties expressly agree that all the terms and provisions
      hereof shall be construed in accordance with and governed by the laws of the
      State of Delaware. 

     

    5.5 This
      Subscription Agreement may be executed in counterparts. It shall not be binding
      upon the Company and Niveous unless and until it is accepted by the Company
      and
      Niveous. Upon the execution and delivery of this Subscription Agreement by
      the
      Subscriber, this Subscription Agreement shall become a binding obligation of
      the
      Subscriber with respect to the purchase of Shares as herein provided; subject,
      however, to the right hereby reserved to the Company to enter into the same
      agreements with other subscribers and to add and/or to delete other persons
      as
      subscribers. This Agreement may be executed and delivered by
      facsimile.

     

    5.6 The
      holding of any provision of this Subscription Agreement to be invalid or
      unenforceable by a court of competent jurisdiction shall not affect any other
      provision of this Subscription Agreement, which shall remain in full force
      and
      effect.


    
      
        
        

      

      
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    5.7 It
      is
      agreed that a waiver by either party of a breach of any provision of this
      Subscription Agreement shall not operate, or be construed, as a waiver of any
      subsequent breach by that same party.

     

    5.8 The
      parties agree to execute and deliver all such further documents, agreements
      and
      instruments and take such other and further action as may be necessary or
      appropriate to carry out the purposes and intent of this Subscription
      Agreement.

     

    5.9 The
      Company agrees not to disclose the names, addresses or any other information
      about the Subscribers, except as required by law, provided that the Company
      may
      provide information relating to the Subscriber as required in any registration
      statement under the Act that may be filed by the Company pursuant to the
      requirements of this Subscription Agreement. 

     

    5.10 The
      obligation of the Subscriber hereunder is several and not joint with the
      obligations of any other subscribers for the purchase of Shares in the Offering
      (the “Other Subscribers”), and the Subscriber shall not be responsible in any
      way for the performance of the obligations of any Other Subscribers. Nothing
      contained herein or in any other agreement or document delivered at the Closing,
      and no action taken by the Subscriber pursuant hereto, shall be deemed to
      constitute the Subscriber and the Other Subscribers as a partnership, an
      association, a joint venture or any other kind of entity, or create a
      presumption that the Subscriber and the Other Subscribers are in any way acting
      in concert with respect to such obligations or the transactions contemplated
      by
      this Subscription Agreement. The Subscriber shall be entitled to protect and
      enforce the Subscriber’s rights, including without limitation the rights arising
      out of this Subscription Agreement, and it shall not be necessary for any Other
      Subscriber to be joined as an additional party in any proceeding for such
      purpose. The language used in this Agreement will be deemed to be the language
      chosen by the parties to express their mutual intent, and no rules of strict
      construction will be applied against any party. The Subscriber is not acting
      as
      part of a “group” (as that term is used in Section 13(d) of the 1934 Act) in
      negotiating and entering into this Subscription Agreement or purchasing the
      Shares or acquiring, disposing of or voting any of the underlying shares of
      Common Stock. The Company hereby confirms that it understands and agrees that
      the Subscriber is not acting as part of any such group.

     

    [SIGNATURE
      PAGE FOLLOWS]


    
      
        
        

      

      
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    IN
      WITNESS WHEREOF, the parties have executed this Subscription Agreement as of
      the
      day and year first written above.

     

    
      	     
	 	    

	
              Full
                Legal Name of Subscriber (Please print)

            	 	
              Full
                Legal Name of Co-Subscriber (if
                applicable)

            


    

    


    
      	    
	 	    

	
              Signature
                of (or on behalf of) Subscriber

            	 	
              Signature
                of or on behalf of Co-Subscriber (if
                applicable)

            


    

    


    Name:

    Title:
      


    


    
      	     
	 	   

	
              Address
                of Subscriber

            	 	
              Address
                of Co-Subscriber (if applicable)

            


    

     

    
      	   
	 	   

	
              Social
                Security or Taxpayer

            	 	
              Social
                Security or Taxpayer Identification

            
	
              Identification
                Number of Subscriber

            	 	
              Number
                of Co-Subscriber (if applicable)

            
	 	 	 
	    
	 	 
	
              Number
                of Shares Subscribed For

            	 	 


    

    


    Subscription
      Agreed to and Accepted  

     

    SRKP
      19, INC. NIVEOUS
      HOLDING COMPANY LIMITED

     

    
      	
              By:

            	    
	 	
              By:

            	 

	
              Name:

            	   
	 	
              Name:

            	  

	
              Title:

            	   
	 	
              Title:

            	   



    


    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    


    Exhibit
      A-1

     

    Corporate
      Investor Questionnaire

    
      
        

      

    

    Name: 

    
      

    

    


    IMPORTANT:
      

    Please
      Complete

    


    CORPORATE
      INVESTOR
      QUESTIONNAIRE 

    
      

    

    SRKP
      19, INC.

    NIVEOUS
      HOLDING COMPANY LIMITED

    
      
        

      



    SRKP
      19,
      INC.

    1900
      Avenue of the Stars, Suite 310

    Los
      Angeles, CA 90067

    Attn:
      Richard Rappaport

    


    Niveous
      Holding Company Limited 

    c/o
      NIVS
      (Huizhou) Audio & Video Tech. Co., Ltd.

    NIVS
      Industry Park

    Shuikou,
      Huizhou, Guangdong, China

    Attn:
      Mr.
      Li Tianfu

    


    The
      information contained in this Corporate Investor Questionnaire is being
      furnished
      in
      order to determine whether the undersigned Corporation’s
      subscription
      to
      purchase shares of common stock (the “Shares”) of
      Niveous Holding Company Limited and SRKP 19, INC. (the
      “Company”) may proceed.

    


    This
      Questionnaire should be completed, signed, dated and
      a copy
      should be sent to WestPark Capital, Inc. (the “Placement Agent”) via facsimile
      at (310) 843-9304 or electronic format (e.g., PDF) to kdeprimio@wpcapital.com
      and the original delivered to WestPark Capital, Inc. at 1900 Avenue of the
      Stars, Suite 310, Los Angeles, CA 90067, Attention: Kevin DePrimio.
      Please
      keep a copy for your files.


    
      
        
        

      

      
        A-1
          (1)

        
          

        

      

      
        
        

      

    


    ALL
      INFORMATION CONTAINED IN THIS QUESTIONNAIRE WILL BE TREATED CONFIDENTIALLY.
      The
      undersigned Corporation understands, however, that the Company may present
      this
      Questionnaire to such parties as it deems appropriate
      if called upon to establish that the proposed offer and sale of the Shares
      in
      the Company is
      exempt
      from registration under the Securities Act
      of
      1933, as
      amended, or meets
      the
      requirements of applicable state securities or “blue sky” laws. Further, the
undersigned
      Corporation understands that the offering is required to be reported to the
      Securities
      and Exchange Commission and to various state securities or “blue sky”
regulators.

    


    
      	I.	
              PLEASE
                CHECK ANY OF STATEMENTS 1-3 BELOW THAT APPLY TO THE
                CORPORATION.

            


    

    


    
      	 	
               ̈
                1.

            	
              Each
                of the shareholders of the undersigned Corporation is able to certify
                that
                such shareholder meets at least one of the following two
                conditions:

            


    

    


    
      	 	
              (a)

            	
              The
                shareholder is a natural person whose individual net worth* or joint
                net
                worth with his or her spouse exceeds $1,000,000;
                or

            


    

    


    
      	 	
              (b)

            	
              The
                shareholder is a natural person who had an individual income* in
                excess of
                $200,000 in each of the previous two years and who reasonably expects
                an
                individual income in excess of $200,000 this
                year.

            


    

    


    
      	 	
               ̈
                2.

            	
              Each
                of the shareholders of the undersigned Corporation is able to certify
                that
                such shareholder is a natural person who, together with his or her
                spouse,
                has had a joint income in excess of $300,000 in each of the previous
                two
                years and who reasonably expects a joint income in excess of $300,000
                this
                year.

            


    

    


    
      	 	
               ̈
                3.

            	
              The
                undersigned Corporation: (a) was not formed for the specific purpose
                of
                acquiring the Shares; and (b) has total assets in excess of
                $5,000,000.

            


    

    
       

      
        

      



    
      	
              *

            	
              For
                purposes of this Questionnaire, the term “net worth” means the excess of
                total assets over total liabilities. In determining income, an investor
                should add to his or her adjusted gross income any amounts attributable
                to
                tax-exempt income received, losses claimed as a limited partner in
                any
                limited partnership, deductions claimed for depletion, contributions
                to
                IRA or Keogh retirement plans, alimony payments and any amount by
                which
                income from long-term capital gains has been reduced in arriving
                at
                adjusted gross income.

            


    


    
      
        
        

      

      
        A-1
          (2)

        
          

        

      

      
        
        

      

    

    
       

      
        

      

    

    IF
      YOU
      CHECKED STATEMENT 1 OR STATEMENT 2 IN SECTION I, ABOVE, AND DID NOT
      CHECK STATEMENT 3, YOU MUST PROVIDE A LETTER SIGNED BY AN OFFICER OF THE
      UNDERSIGNED CORPORATION LISTING THE NAME
      OF
      EACH SHAREHOLDER AND THE REASON (UNDER STATEMENT 1 OR STATEMENT 2) WHY
      SUCH SHAREHOLDER QUALIFIES AS AN ACCREDITED INVESTOR (ON THE BASIS OF NET WORTH,
      INDIVIDUAL INCOME OR JOINT INCOME), OR EACH SHAREHOLDER MUST PROVIDE A COMPLETED
      INDIVIDUAL INVESTOR QUESTIONNAIRE (PAGES A-1 (2) TO
      A-1 (6)).

    
      
        

      



    
      	II.	
              OTHER
                CERTIFICATIONS

            


    

    


    By
      signing the Signature Page, the undersigned certifies the
      following:

    


    
      	 	
              (a)

            	
              that
                the Corporation’s purchase of Shares will be solely for the Corporation’s
                own account and not for the account of any other person or
                entity;

            


    

    


    
      	 	
              (b)

            	
              that
                the Corporation’s name, address of principal office, place of
                incorporation and taxpayer identification number as set forth in
                this
                Questionnaire are true, correct and complete;
                and

            


    

    


    
      	
            	(c)	
              that
                one of the following is true and correct (check
                one):

            


    

     

    
      	 	
               ̈
                (i)

            	
              the
                Corporation is a corporation organized in or under the laws of the
                United
                States or any political subdivision
                thereof.

            


    

    


    
      
        	
              	
                 ̈
                  (ii)

              	
                the
                  Corporation is a corporation which is neither created nor
                  organized in or under the United States or any political subdivision
                  thereof, but which has made an election under either Section 897(1)
                  or
                  897(k) of the United States Internal Revenue Code of 1986, as amended,
                  to
                  be treated as a domestic corporation for certain purposes of United
                  States
                  federal income taxation (A COPY OF THE INTERNAL REVENUE SERVICE
                  ACKNOWLEDGMENT OF THE UNDERSIGNED’S ELECTION MUST BE ATTACHED TO THIS
                  QUESTIONNAIRE IF THIS PROVISION IS
                  APPLICABLE).

              


      

    

    


    
      	
            	
               ̈
                (iii)

            	
              neither
                (1) nor (ii) above is true.

            


    


    
      
        
        

      

      
        A-1
          (3)

        
          

        

      

      
        
        

      

    


    III.
      GENERAL INFORMATION

    


    (a) 
PROSPECTIVE
      PURCHASER (THE CORPORATION)

    


    
      	
              Name:

            	  
              


    

    


    
      	
              Principal Place of Business:  

            	      

	 	
              (Number and
                Street)

            


    

     

    
      	      
	     
	       

	
              (City)

            	
              (State)

            	
              (Zip
                Code)     

            


    

    


    
      	
              Address for Correspondence (if different): 

            	    

	 	
              (Number
                and Street)

            


    

    


    
      	      
	     

	
              (City)

            	
              (State)
                (Zip Code)

            


    

    


    
      	
              Telephone Number:

            	    
	     

	 	
                    (Area
                Code)

            	
              (Number)

            


    

    


    
      	
              Facsimile Number:
                

            	    
	    

	 	
                    (Area
                Code)

            	
              (Number)

            


    

    


    
      	
              State of Incorporation:

            	         
              


    

    


    
      	
              Date of Formation: 

            	      


    

    


    
      	
              Taxpayer Identification Number: 

            	        



    

    


    
      	
              FINRA Affiliation or Association of the Corporation, if any:  

            	      


    

    
       

      If
        none,
        check here     ̈

    

    


    
      	
              Number of Shareholders: 

            	      



    

    


    
      	 	
              (b)

            	
              INDIVIDUAL
                WHO IS EXECUTING THIS QUESTIONNAIRE ON BEHALF OF THE
                CORPORATION

            


    

    


    
      	
              Name:
                

            	       
              


    

    


    
      	
              Position or Title: 

            	   



    


    
      
        
        

      

      
        A-1
          (4)

        
          

        

      

      
        
        

      

    


    IV.
      BENEFICIAL, OWNERSHIP

    


    List
      the
      name, address, title, phone number and email address of the natural
      person
      or persons who will possess voting and investment power over the Shares
      subscribed for herein:

    


    
      	
              Name
                of Natural Person(s): 

            	   



    

    


    
      	
              Address:
                

            	 
	      
	     



    

    


    
      	
              Title (if any):  

            	   



    

    


    
      	
              Phone:
                

            	     



    

    


    
      	
              Email
                address (if any): 

            	     



    

    


    V.
      SIGNATURE

    


    The
      Signature Page to this Questionnaire is contained on page A-1 (6), entitled
      Corporation Signature Page.


    
      
        
        

      

      
        A-1
          (5)

        
          

        

      

      
        
        

      

    


    Corporation
      Signature Page

     

    
      
        

      

    

    


    SRKP
      19, INC.

    NIVEOUS
      HOLDING COMPANY LIMITED

     

    
      

    

     

    1. The
      undersigned Corporation represents that (a) the information contained in this
      Questionnaire is complete and accurate and (b) the Corporation will immediately
      notify (i) WestPark Capital, Inc., 1900 Avenue of the Stars, Suite 310, Los
      Angeles, CA 90067, Attention: Kevin DePrimio,
      phone
      number (310) 843-9300, facsimile
      (310) 843-9304 and (ii) Scott Galer, Esq., counsel to WestPark Capital,
      Inc., at Stubbs, Alderton & Markiles, LLP, 15260 Ventura Boulevard,
      20th
      Floor,
      Sherman Oaks, California 91403, phone number (818) 444-4500, facsimile
      (818) 444-4520 if any material change in any of the information occurs prior
      to
      the acceptance of the undersigned Corporation’s subscription and will promptly
      send the foregoing written confirmation of such change.

    


    2. The
      undersigned Corporation hereby represents and warrants that the person signing
      this Questionnaire on behalf of the Corporation has been duly authorized by
      all
      requisite action on the part of the Corporation to acquire the Shares and sign
      this Questionnaire and this Subscription Agreement on behalf of the Corporation
      and, further, that the undersigned Corporation has all requisite authority
      to
      purchase the Shares and enter into the Subscription Agreement.

    


    
      	    

	
              Date

            
	 
	     

	
              Name
                of Corporation

            
	
              (Please
                Type or Print)

            


    

    


    
      	
              By:
                

            	
                 
                

            
	 	
              Signature

            
	 	 
	
              Name:
                

            	
                
                

            
	 	
              (Please
                Type or Print)

            
	 	 
	
              Title:
                

            	
                  
                

            
	 	
              (Please
                Type or Print)

            


    

    


    THE
      SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
      (THE “ACT”), AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED UNLESS SUCH
      SECURITIES ARE INCLUDED IN AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT
      OR
      AN OPINION OF COUNSEL HAS BEEN DELIVERED TO THE EFFECT THAT REGISTRATION OF
      SUCH
      SECURITIES IS NOT REQUIRED.


    
      
        
        

      

      
        A-1
          (6)

        
          

        

      

      
        
        

      

    


    Exhibit
      A-2

     

    Individual
      Investor
      Questionnaire

     

    
      
        

      

    

    Name:
             

    
      

    

     

    IMPORTANT:
      

    Please
      Complete

     

    INDIVIDUAL
      INVESTOR QUESTIONNAIRE

    


    
      
        

      



    SRKP
      19, INC.

    NIVEOUS
      HOLDING COMPANY LIMITED

     

    
      

    

     

    SRKP
      19,
      INC.

    1900
      Avenue of the Stars, Suite 310

    Los
      Angeles, CA 90067

    Attn:
      Richard Rappaport

    


    Niveous
      Holding Company Limited 

    c/o
      NIVS
      (Huizhou) Audio & Video Tech. Co., Ltd.

    NIVS
      Industry Park

    Shuikou,
      Huizhou, Guangdong, China

    Attn:
      Mr.
      Li Tianfu

    


    The
      information contained in this Individual Investor Questionnaire is being
      furnished in order to determine whether the undersigned’s subscription to
      purchase Shares (the “Shares”) of Niveous Holding Company Limited, and SRKP 19,
      INC. (the “Company”) may proceed.

    


    This
      Questionnaire should be completed, signed,
      dated
      and
      a copy
      should be sent to WestPark Capital, Inc. (the “Placement Agent”) via facsimile
      at (310) 843-9304 or electronic format (e.g., PDF) to kdeprimio@wpcapital.com
      and the original delivered to WestPark Capital, Inc. at 1900 Avenue of the
      Stars, Suite 310, Los Angeles, CA 90067, Attention: Kevin DePrimio.
      Please
      keep a copy for your files.

    


    ALL
      INFORMATION CONTAINED IN THIS QUESTIONNAIRE WILL BE TREATED CONFIDENTIALLY.
      The
      undersigned individual understands, however, that the Company may present this
      Questionnaire to such parties as it deems appropriate
      if called
      upon to
      establish that the proposed offer and sale of the Shares in the
      Company is
      exempt
      from registration under the Securities Act
      of
      1933, as
      amended, or meets
      the
      requirements of applicable state securities or “blue sky” laws. Further, the
undersigned
      individual understands that the offering is required to be reported to the
      Securities
      and Exchange Commission and to various state securities or “blue sky”
regulators.


    
      
        
        

      

      
        A-2
          (1)

        
          

        

      

      
        
        

      

    

     

    
      
        

      

    

    IF
      YOU
      ARE PURCHASING SHARES WITH YOUR SPOUSE, YOU MUST BOTH SIGN THE SIGNATURE PAGE
      (PAGE A-2 (5)).

    
      

    

     

    
      

    

    IF
      YOU
      ARE PURCHASING SHARES WITH ANOTHER PERSON NOT YOUR SPOUSE, YOU MUST EACH FILL
      OUT A SEPARATE QUESTIONNAIRE. Please make a photocopy of
      pages
      A-2
      (1) to
      A-2 (5)
      and
      return both completed Questionnaires to WestPark Capital, Inc.
      in the
      same envelope.

    
      

    

     

    
      	I.	
              PLEASE
                INDICATE DESIRED TYPE OF OWNERSHIP OF
                SHARES:

            


    

    


    
      	
            	 ̈	
              Individual

            


    

    


    
      	
            	 ̈	
              Joint
                Tenants (rights of survivorship)

            


    

    


    
      	
            	 ̈	
              Tenants
                in Common (no rights of
                survivorship)

            


    

     

    
      	II.	
              PLEASE
                CHECK ANY OF STATEMENTS 1-4 BELOW THAT APPLY TO
                YOU.

            


    

    


    
      
        	
              	 ̈	
                1. I
                  have an individual net worth* or joint net worth with my spouse
                  in
                  excess of $1,000,000.

              


      

    

    


    
      
        	
              	 ̈	
                2. I
                  have had an individual income* in excess of $200,000 in each of
                  the
                  previous two years and I reasonably expect an individual income
                  in
                  excess
                  of $200,000 this year. NOTE: IF YOU ARE BUYING JOINTLY WITH
                  YOUR SPOUSE, YOU MUST EACH HAVE AN INDIVIDUAL INCOME
                  IN EXCESS OF $200,000 IN EACH OF THESE YEARS IN ORDER
                  TO CHECK THIS BOX.

              


      

    

    


    
      	
            	 ̈	
              3. 
                My
                spouse and I have had a joint income* in excess of $300,000 in
                each
                of the previous two years and I reasonably expect a joint income
                in
                excess
                of $300,000 this year.

            


    

    


    
      	
            	 ̈	
              4. I
                am a director and/or an executive officer of Company as such terms
                are defined in Regulation D promulgated under the Securities Act
                of 1933,
                as amended.

            


    

    


    
      
        

      

    

    *
      For
      purposes of this Questionnaire, the term “net worth” means the excess of total
      assets over total liabilities. In determining income, an investor should add
      to
      his or her adjusted gross income any amounts attributable to tax-exempt income
      received, losses claimed as a limited partner in any limited partnership,
deductions
      claimed for depletion, contributions to IRA or Keogh retirement
      plans, alimony
      payments and any amount by which income from long-term capital gains
      has been
      reduced in arriving at adjusted gross income.


    
      
        
        

      

      
        A-2
          (2)

        
          

        

      

      
        
        

      

    


    III.
      OTHER CERTIFICATIONS

    


    By
      signing the Signature Page, I certify the following (or, if I am purchasing
      Shares with my spouse as co-owner, each of us certifies the
      following):

    


    
      	
            	(a)	
              that
                I am at least 21 years of age;

            


    

    


    
      	 	
              (b)

            	
              that
                my purchase of Shares will be solely for my own account and not for
                the
                account of any other person (other than my spouse, if
                co-owner);

            


    

    


    
      	 	
              (c)

            	
              that
                the name, home address and social security number or taxpayer
                identification number as set forth in this Questionnaire are true,
                correct
                and complete; and

            


    

    


    
      	 	
              (d)

            	
              that
                one of the following is true and correct (check
                one):

            


    

     

    Spouse,
      if Co-owner

    


     ̈
 ̈
(i)   
      I
      am a
      United States citizen or resident of the United States for United States
      federal income tax purposes.

    


     ̈
 ̈
(ii)   
      I
      am
      neither a United States citizen nor a resident of the United
      States
      for United
      States federal income tax purposes.

    


    IV.
      GENERAL INFORMATION

    


    
      	
            	(a)	
              PERSONAL
                INFORMATION

            


    

     

    
      	
              Name:
                

            	      



    

    


    
      	
              Social Security or Taxpayer Identification Number:
                 

            	        



    

    


    
      	
              Residence
                Address: 

            	   
              
	
            	
              (Number
                and Street)

            


    

    


    
      	    
	    
	   

	
              (City)

            	
              (State)

            	
              (Zip
                Code)

            


    

    


    
      	
              Residence Telephone Number:  

            	     
	      

	 	
              (Area
                Code)

            	
              (Number)

            


    

    


    
      	
              Residence Facsimile Number: 

            	    
	     

	 	
              (Area
                Code)

            	
              (Number)

            


    

     

    
      	
              Name
                of Business: 

            	     

	 	 
	
              Business
                Address: 

            	      

	 	
              (Number
                and Street)

            


    

    


    
      	     

	
              (City)

            	
              (State)
                (Zip Code)

            


    

     

    
      
        
        

      

      
        A-2
          (3)

        
          

        

      

      
        
        

      

    

     

    
      
        	
                Business Telephone Number:  

              	     
	      

	 	
                (Area
                  Code)

              	
                (Number)

              


      

      


      
        	
                Business Facsimile Number: 

              	       
	      
 
	 	
                (Area
                  Code)

              	
                (Number)

              


      

       

      I
        prefer
        to have correspondence sent to:  ̈ Residence  ̈
        Business 

    

    


    
      	
              FINRA Affiliation or Association, if any:
                  

            	      


    

    


    If
      none,
      check here  ̈

    


    Spouse,
      if Potential Co-owner

    
       

      
        	
                Name:
                  

              	      



      

      


      
        	
                Social Security or Taxpayer Identification Number:
                   

              	        



      

      


      
        	
                Residence
                  Address: 

              	   
                
	
              	
                (Number
                  and Street)

              


      

      


      
        	    
	    
	   

	
                (City)

              	
                (State)

              	
                (Zip
                  Code)

              


      

       

    

    
      	
              Residence Telephone Number:   

            	     



    

    


    
      	
              Name
                of Business:

            	
                   
                

            
	 	 
	
              Business
                Address:

            	
                 
                

            
	 	
              (Number
                and Street)

            


    

    


    
      	
                   
                

            
	
              (City)

            	
              (State)

            


    

    


    I
      prefer
      to have correspondence sent to:  ̈ Residence
         ̈ Business

    


    
      	
              FINRA Affiliation or Association, if any:  

            	
                  
                

            


    

    


    If
      none,
      check here  ̈

    


    
      	V.	
              SIGNATURE

            


    

    


    The
      Signature Page to this Questionnaire is contained on page A-2 (5), entitled
      Individual Signature Page.


    
      
        
        

      

      
        A-2
          (4)

        
          

        

      

      
        
        

      

    

    
 

    INDIVIDUAL
      SIGNATURE PAGE

     

    
      
        

      

    

    


    SRKP
      19, INC.

    NIVEOUS
      HOLDING COMPANY LIMITED

    
       

      
        

      

    

     

    1. The
      undersigned represents that (a) the information contained in this Questionnaire
      is complete and accurate, and (b) he/she will immediately notify
      (i) WestPark Capital, Inc., 1900 Avenue of the Stars, Suite 310, Los
      Angeles, CA 90067, Attention: Kevin DePrimio,
      phone
      number (310) 843-9300, facsimile
      (310) 843-9304 and (ii) Scott Galer, Esq., counsel to WestPark Capital,
      Inc., at Stubbs, Alderton & Markiles, LLP, 15260 Ventura Boulevard,
      20th
      Floor,
      Sherman Oaks, California 91403, phone number (818) 444-4500, facsimile
      (818) 444-4520 if any material change in any of the information occurs prior
      to
      the acceptance of the undersigned’s subscription and will promptly send the
      foregoing written confirmation of such change. 

    


    
      	
                  
                

            
	
              Date

            
	 
	
                 
                

            
	
              Name
                (Please Type or Print)

            
	 
	
                   
                

            
	
              Signature

            
	 
	
                      
                

            
	
              Name
                of Spouse if Co-owner

            
	
              (Please
                Type or Print)

            
	 
	
                  
                

            
	
              Signature
                of Spouse if Co-owner

            


    

    


    IF
      YOU
      ARE PURCHASING SHARES WITH YOUR SPOUSE, YOU MUST BOTH SIGN THIS SIGNATURE PAGE
      (PAGE A-2 (5)). IF YOU ARE PURCHASING SHARES WITH ANOTHER PERSON NOT YOUR
      SPOUSE, YOU MUST EACH FILL OUT A SEPARATE QUESTIONNAIRE. Please make a photocopy
      of pages A-2 (1) to A-2 (5) and return both completed Questionnaires to WestPark
      Capital, Inc. in the same envelope.

    


    THE
      SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
      (THE “ACT”), AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED UNLESS SUCH
      SECURITIES ARE INCLUDED IN AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT
      OR
      AN OPINION OF COUNSEL HAS BEEN DELIVERED TO THE EFFECT THAT REGISTRATION OF
      SUCH
      SECURITIES IS NOT REQUIRED.


    
      
        
        

      

      
        A-2
          (5)

        
          

        

      

      
        
        

      

    


    Exhibit
      A-3

    


    Limited
      Partnership Investor Questionnaire

     

    
      
        

      



    Name:

    
      
        

      



    IMPORTANT:
      Please Complete:

    


    LIMITED
      PARTNERSHIP INVESTOR QUESTIONNAIRE

    


    
      

    

    


    SRKP
      19, INC.

    NIVEOUS
      HOLDING COMPANY LIMITED

     

    
      
        

      

    

     

    SRKP
      19,
      INC.

    1900
      Avenue of the Stars, Suite 310

    Los
      Angeles, CA 90067

    Attn:
      Richard Rappaport

    


    Niveous
      Holding Company Limited 

    c/o
      NIVS
      (Huizhou) Audio & Video Tech. Co., Ltd.

    NIVS
      Industry Park

    Shuikou,
      Huizhou, Guangdong, China

    Attn:
      Mr.
      Li Tianfu

    


    The
      information contained in this Limited Partnership Investor Questionnaire is
      being furnished in order to determine whether the undersigned Limited
      Partnership’s subscription to purchase Shares of Niveous
      Holding Company Limited and SRKP 19, INC. (the
      “Company”) may proceed.

    


    This
      Questionnaire should be completed, signed, dated and
      a copy
      should be sent to WestPark Capital, Inc. (the “Placement Agent”) via facsimile
      at (310) 843-9304 or electronic format (e.g., PDF) to kdeprimio@wpcapital.com
      and the original delivered to WestPark Capital, Inc. at 1900 Avenue of the
      Stars, Suite 310, Los Angeles, CA 90067, Attention: Kevin DePrimio.
      Please
      keep a copy for your files.


    
      
        
        

      

      
        A-3
          (1)

        
          

        

      

      
        
        

      

    

    
       
ALL
      INFORMATION CONTAINED IN THIS QUESTIONNAIRE WILL BE TREATED CONFIDENTIALLY.
      The
      undersigned Limited Partnership understands, however, that the Company may
      present this Questionnaire to such parties as it deems appropriate if called
      upon to establish that the proposed offer and sale of the Shares in the Company
      is exempt from registration under the Securities Act of 1933, as amended, or
      meets the requirements of applicable state securities or “blue sky” laws.
      Further, the undersigned
      Limited Partnership understands that the offering required to be reported to
      the
Securities
      and Exchange Commission and to various state securities or “blue sky”
regulators.

    


    
      	I.	
              PLEASE
                CHECK ANY OF STATEMENTS 1-3 BELOW THAT APPLY TO THE
                LIMITED PARTNERSHIP.

            


    

    


    
      	 	
               ̈
                1.

            	
              Each
                of the limited partners of the undersigned Limited Partnership is
                able to
                certify that such limited partner meets at least one of the following
                two
                conditions:

            


    

    


    
      	 	
              (c)

            	
              The
                limited partner is a natural person whose individual net worth* or
                joint
                net worth with his or her spouse exceeds $1,000,000;
                or

            


    

    


    
      	 	
              (d)

            	
              The
                limited partner is a natural person who had an individual income*
                in
                excess of $200,000 in each of the previous two years and who reasonably
                expects an individual income in excess of $200,000 this
                year.

            


    

    


    
      	 	
               ̈
                2.

            	
              Each
                of the limited partners of the undersigned Limited Partnership is
                able to
                certify that such limited partner is a natural person who, together
                with
                his or her spouse, has had a joint income in excess of $300,000 in
                each of
                the previous two years and who reasonably expects a joint income
                in excess
                of $300,000 this year.

            


    

    


    
      	 	
               ̈
                3.

            	
              The
                undersigned Limited Partnership: (a) was not formed for the specific
                purpose of acquiring the Shares; and (b) has total assets in excess
                of
                $5,000,000.

            


    

    
       

      
        

      



    
      	
              *

            	
              For
                purposes of this Questionnaire, the term “net worth” means the excess of
                total assets over total liabilities. In determining income, an investor
                should add to his or her adjusted gross income any amounts attributable
                to
                tax-exempt income received, losses claimed as a limited partner in
                any
                limited partnership, deductions claimed for depletion, contributions
                to
                IRA or Keogh retirement plans, alimony payments and any amount by
                which
                income from long-term capital gains has been reduced in arriving
                at
                adjusted gross income.

            


    


    
      
        
        

      

      
        A-3
          (2)

        
          

        

      

      
        
        

      

    

     

    
      

    

    IF
      YOU
      CHECKED STATEMENT 1 OR STATEMENT 2 IN SECTION I, ABOVE, AND DID NOT
      CHECK STATEMENT 3, YOU MUST PROVIDE A LETTER SIGNED BY AN OFFICER OF THE
      UNDERSIGNED LIMITED PARTNERSHIP LISTING THE NAME
      OF
      EACH LIMITED PARTNER AND THE REASON (UNDER STATEMENT 1 OR STATEMENT 2)
      WHY SUCH LIMITED PARTNER QUALIFIES AS AN ACCREDITED INVESTOR (ON THE BASIS
      OF
      NET WORTH, INDIVIDUAL INCOME OR JOINT INCOME), OR EACH LIMITED PARTNER MUST
      PROVIDE A COMPLETED INDIVIDUAL INVESTOR QUESTIONNAIRE (PAGES A-1 (2) TO
      A-1 (6)).

    
      
        

      



    
      	II.	
              OTHER
                CERTIFICATIONS

            


    

    


    By
      signing the Signature Page, the undersigned certifies the
      following:

    


    
      	 	
              (d)

            	
              that
                the limited partnership’s purchase of Shares will be solely for the
                limited partnership’s own account and not for the account of any other
                person or entity;

            


    

    


    
      	 	
              (e)

            	
              that
                the limited partnership’s name, address of principal office, place of in
                limited partnership and taxpayer identification number as set forth
                in
                this Questionnaire are true, correct and complete;
                and

            


    

    


    (f) that
      one
      of the following is true and correct (check one):

    


    
      	 	
               ̈
                (i)

            	
              the
                limited partnership is a limited partnership organized in or under
                the
                laws of the United States or any political subdivision
                thereof.

            


    

    


    
      	
            	
               ̈
                (ii)

            	
              the
                limited partnership is a limited partnership which is neither created
                nor
                organized in or under the United States or any political subdivision
                thereof, but which has made an election under either Section 897(1)
                or
                897(k) of the United States Internal Revenue Code of 1986, as amended,
                to
                be treated as a domestic limited partnership for certain purposes
                of
                United States federal income taxation (A COPY OF THE INTERNAL REVENUE
                SERVICE ACKNOWLEDGMENT OF THE UNDERSIGNED’S ELECTION MUST BE ATTACHED TO
                THIS QUESTIONNAIRE IF THIS PROVISION IS
                APPLICABLE).

            


    

    


    
      	
            	
               ̈
                (iii)

            	
              neither
                (1) nor (ii) above is true.

            


    

    


    [continued
      to next page]


    
      
        
        

      

      
        A-3
          (3)

        
          

        

      

      
        
        

      

    


    III.
      GENERAL INFORMATION

    


    
      	
            	(a)	
              PROSPECTIVE
                PURCHASER (THE LIMITED PARTNERSHIP)

            


    

    
      


      
        	
                Name:

              	  
                


      

      


      
        	
                Principal Place of Business:  

              	      

	 	
                (Number and
                  Street)

              


      

       

      
        	      
	     
	       

	
                (City)

              	
                (State)

              	
                (Zip
                  Code)     

              


      

      


      
        	
                Address for Correspondence (if different): 

              	    

	 	
                (Number
                  and Street)

              


      

      


      
        	      
	     

	
                (City)

              	
                (State)
                  (Zip Code)

              


      

      


      
        	
                Telephone Number:

              	    
	     

	 	
                   (Area
                  Code)

              	
                (Number)

              


      

      


      
        	
                Facsimile Number:
                  

              	    
	    

	 	
                   (Area
                  Code)

              	
                (Number)

              


      

      


      
        	
                State of Formation:

              	         
                


      

      


      
        	
                Date of Formation: 

              	      


      

      


      
        	
                Taxpayer Identification Number: 

              	        



      

      


      
        	
                FINRA Affiliation or Association of the Corporation, if any:  

              	      


      

      
         

        If
          none,
          check here     ̈

      

      


      
        	 	
                (b)

              	
                INDIVIDUAL
                  WHO IS EXECUTING THIS QUESTIONNAIRE ON BEHALF OF THE LIMITED
                  PARTNERSHIP

              


      

      


      
        	
                Name:
                  

              	       
                


      

      


      
        	
                Position or Title: 

              	   



      

IV.
      SIGNATURE

    


    The
      Signature Page to this Questionnaire is contained on page A-3 (5), entitled
      Limited Partnership Signature Page.


    
      
        
        

      

      
        A-3
          (4)

        
          

        

      

      
        
        

      

    


    Limited
      Partnership Signature Page

    


    
      
        

      

       

    

    SRKP
      19, INC.

    NIVEOUS
      HOLDING COMPANY LIMITED

     

    
      

    

     

    1. The
      undersigned Limited Partnership represents that (a) the information contained
      in
      this Questionnaire is complete and accurate, and (b) the Limited Partnership
      will immediately notify (i) WestPark
      Capital, Inc., 1900 Avenue of the Stars, Suite 310, Los Angeles, CA 90067,
      Attention: Kevin DePrimio,
      phone
      number (310) 843-9300, facsimile
      (310) 843-9304 and (ii) Scott Galer, Esq., counsel to WestPark Capital,
      Inc., at Stubbs, Alderton & Markiles, LLP, 15260 Ventura Boulevard,
      20th
      Floor,
      Sherman Oaks, California 91403, phone number (818) 444-4500, facsimile
      (818) 444-4520 if
      any
      material change in any of the information occurs prior to the acceptance of
      the
      undersigned’s subscription and will promptly send the foregoing written
      confirmation of such change.

    


    2. The
      undersigned Limited Partnership hereby represents and warrants that the person
      or entity signing this Questionnaire on behalf of the Limited Partnership has
      been
      duly
      authorized by all requisite action on the part of the Limited
      Partnership to sign this Questionnaire and this Subscription Agreement on behalf
      of the
      Limited
      Partnership and, further, that the undersigned Limited Partnership has all
      requisite authority to purchase the Shares and enter into the Subscription
      Agreement.

    


    
      	
                 
                

            
	
              Date

            
	 	 
	
                   
                

            
	
              Name
                of Limited Partnership

            
	
              (Please
                Type or Print)

            


    

    


    
      	
              By:
                

            	
                  
                

            
	 	
              Signature     

            


    

    


    
      	
              Name:
                

            	
                 
                

            
	 	
              (Please
                Type or Print)

            
	 	 
	
              Title:
                

            	
                
                

            
	 	
              (Please
                Type or Print)

            


    

    


    THE
      SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
      (THE “ACT”), AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED UNLESS SUCH
      SECURITIES ARE INCLUDED IN AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT
      OR
      AN OPINION OF COUNSEL HAS BEEN DELIVERED TO THE EFFECT THAT REGISTRATION OF
      SUCH
      SECURITIES IS NOT REQUIRED.


    
      
        
        

      

      
        A-3
          (5)

        
          

        

      

      
        
        

      

    


    Exhibit
      B

    


    LOCK-UP
      AGREEMENT

    


    Niveous
      Holding Company Limited

    c/o
      NIVS
      (Huizhou) Audio & Video Tech. Co., Ltd.

    NIVS
      Industry Park

    Shuikou,
      Huizhou, Guangdong, China

    Attn:
      Mr.
      Li Tianfu

    


    WestPark
      Capital, Inc.

    1900
      Avenue of the Stars, Suite 310

    Los
      Angeles, CA 90067


    


    The
      undersigned, being a security holder of Niveous Holding Company Limited
      (formerly known as SRKP 19, Inc. and referred to herein as the “Company”)
      and
      receiving his/her/its shares of Common Stock as an investor in the Company’s
      private offering that closed on __________, 2008 (the “Private
      Offering”),
      hereby delivers this Lock-up Agreement to the Company. 

    


    The
      undersigned recognizes that it is in the best financial interests of the Company
      and of the undersigned, as a shareholder of the Company, that the Company Common
      Stock received by the undersigned pursuant to the Private Offering be subject
      to
      certain restrictions and hereby agrees as follows:

    


    Other
      than as set forth below, the undersigned shall not: (a) sell, assign, exchange,
      transfer, pledge, distribute or otherwise dispose of (i) any shares of the
      Company Common Stock received by the undersigned in the Private Offering, or
      (ii) any interest (including, without limitation, an option to buy or sell)
      in
      any such shares of the Company Common Stock, in whole or in part, and no such
      attempted transfer shall be treated as effective for any purpose; or (b) engage
      in any transaction in respect to any shares of the Company Common Stock received
      by the undersigned in the Private Offering or any interest therein, the intent
      or effect of which is the effective economic disposition of such shares
      (including, but not limited to, engaging in put, call, short-sale, straddle
      or
      similar market transactions) (the foregoing restrictions are referred to herein
      as “Lock-Up
      Restrictions”).
      

    


    One-twelfth
      (1/12) of the undersigned’s shares of the Company’s Common Stock acquired in the
      Private Offering shall be released from the Lock-Up Restrictions on the date
      that is ninety (90) days subsequent to the date on which the Company’s Common
      Stock begins to be listed or quoted on either the New York Stock Exchange,
      American Stock Exchange, NASDAQ Global Market, NASDAQ Capital Market or the
      OTC
      Bulletin Board (the “Initial
      Release Date”),
      and
      the undersigned’s shares will automatically be released from the Lock-Up
      Restrictions every thirty (30) days after the Initial Release Date on a pro
      rata
      basis over the next eleven months, until all of the shares are released from
      the
      Lock-Up Restrictions. WestPark Capital, Inc., in its discretion, may release
      from the Lock-up Restrictions some or all the undersigned’s shares of the
      Company’s Common Stock earlier than the schedule set forth in this Lock-up
      Agreement. 

    


    The
      certificates evidencing the Company Common Stock received by the undersigned
      in
      the Private Offering bear a legend as set forth below and such legend shall
      remain during the term of this Lock-Up Agreement as set forth
      above:


    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    


    THE
      SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO TRANSFER RESTRICTIONS
      SET
      FORTH IN THAT CERTAIN LOCK-UP AGREEMENT BY AND BETWEEN THE COMPANY, A DELAWARE
      CORPORATION, AND THE HOLDER HEREOF (THE “LOCK-UP AGREEMENT”), AND MAY NOT BE
      SOLD, ASSIGNED, EXCHANGED, TRANSFERRED, ENCUMBERED, PLEDGED, DISTRIBUTED OR
      OTHERWISE DISPOSED OF PRIOR TO THAT CERTAIN TIME PERIOD DETAILED IN THE LOCK-UP
      AGREEMENT. THE ISSUER AGREES TO REMOVE THIS RESTRICTIVE LEGEND (AND ANY STOP
      ORDER PLACED WITH THE TRANSFER AGENT) UPON THE EXPIRATION OF THE TIME PERIOD
      SPECIFIED IN THE LOCK-UP AGREEMENT. A COPY OF THE LOCK-UP AGREEMENT IS AVAILABLE
      FOR REVIEW AT THE PRINCIPAL EXECUTIVE OFFICE OF THE ISSUER.

    


    [SIGNATURE
      ON NEXT PAGE]


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the undersigned has executed this Lock-Up Agreement as of
      the
      date first written above.

    


    
      	
                     


            
	
              Printed
                Name of Holder

            


    

    


    
      	
              Signature

            	
                
                

            


    

    


    
      	
              By:

            	
               
                

            


    

    


    
      	
              Title
                (if applicable):

            	
                 
                

            


    


    
      
        
        

      

      
        3