Maximum
      Volume Guarantee Agreement
      (TRANSLATION)

     

    
      
        

      

      Important
        Notice

      Guarantor
        shall carefully read content of this guarantee agreement, especially the
        content
        marked ▲▲.
        Please
        contact loaner for explanation if you have any question. 

      
        

      

    

     

    Guarantor: NIVS
      (Huizhou) Audio & Video Tech Co., Ltd

    Legal
      representative: Li
      Tianfu

    Type
      of
      certificate:                                                 
      Card
      no.:                                                                                                   

    Location
      of residence: No.29-31,Shuikou
      Road,Huizhou City,Guangdong Province,China

    Post
      address:                                                                                        
      Postal
      Code:                                                               

    Telephone:                                                                                                                         &
#160;                                                         

    


    Loaner:
      Bank of Communications Co., Ltd Huafu
      Branch

    Representative:
      Li
      Canfu

    Postal
      address: 1st
      Floor
      West, Zhonghang Building, Futian District, Shenzhen

    


    Whereas,
      Long-e
      Technology (Shenzhen) Co., Ltd (hereunder
      refers to “debtor”) dually signed the main contract (Contract no.):
      BCMS4433102008L100000000 ,
      Name:
Maximum
      Volume Guarantee Agreement .
      In
      order to realize the loan shall be continuously realized, guarantor agrees
      to
      offer the guarantee for maximum volume.

    


    Both
      guarantor and Loaner come into an agreement to identify obligations and duties
      of both parties.

    


    I.
      Main
      Credit Claims

     

    1.1
      Guarantor offered guarantee services for total main loan which are main loan
      claims under main agreement, including all types of loan, import trade, import
      financing collecting, financing for import, export trade, collection for export
      financing, financing for export invoices, packing credit and other financing
      offered by loaner, or, bank acceptance bill, letter of credit or back letter(
      including standby letter of credit) made by loaner to have right on loan
      (including or having).

     

    When
      main
      loan happened under main contract, loaner and debtor shall dually agreed on
      currency, amount, interest rate and time limit of debt performance for relevant
      loan principal in record of “Application for Credit Volume”.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    1.2
      Scope
      of guarantee shall include principal, interest, compound interest, penalty
      interest, liquidated damages, damage compensation, and expenses for loan
      realization under main contract. Expenses used for loan realization shall
      include and not limited to overdue fee, litigation fee (or arbitration fee),
      protection fee, notice fee, performance fee, legal fee, traveling fee or other
      expenses.

    Maximum
      volume under guarantee by guarantor shall be (currency in capital): said
RMB
      twenty millions only.
      Interest, expenses (if have) in scope of guarantee shall depend on
      reality.

    


    1.3
      Main
      credit relationship being guaranteed under agreement herein shall be identified
      on occurrence date of latest main credit relationship (refers to “identification
      date of main credit relationship”). Otherwise, the date of credit cancellation
      shall be the identification date of main credit relationship, if creditor
      cancelled credit volume depend on main contract.

    Main
      credit relationship or interest (including compound interest and overdue or
      misappropriate penalty interest) which continuously maintained until the time
      that guarantors undertake the obligations before identification date of main
      credit relationship (including that very day), fees used to realize credit
      relationship of loaner ( by provision 1.2 of agreement herein) or other relevant
      expenses totally included in the scope of guarantee contract
      herein.

    


    Occurrence
      of main credit relationship means actions that loaner offer loan, financing
      or
      make bank acceptance bill, letter of credit or back letter.

    


    II.
      Obligations and duties of guarantee

     

    2.1
      Guarantee under this agreement refers to guarantee with joint
      liability.

    


    2.2
      Guarantee period shall be calculated accordance to debt performance date
      recorded in “Application for Credit Volume” under main contract, if there are
      bank acceptance bill, letter of credit or back letter made, the date shall
      depend on advance date, same as follow). Guarantee period in each “Application
      for Credit Volume” shall start from expired date of debt performance date (or
      advance date) agreed in each Application for Credit Volume, until two years
      after the expired date of debt performance date (or advance date) agreed in
      each
“Application for Credit Volume”.

    


    “Application
      for Credit Volume” under main contract agreed that debtor may repay loan by
      installment. Guarantee period shall be calculated respectively, period shall
      start from expired date of debt performance date (or advance date) until two
      years after the expired date of debt performance date (or advance
      date).

    


    If
      loaner
      announces the loan under main contract shall be expired in advance, the expired
      debt performance date shall be the announced expired date instead.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    ▲▲2.3
      Pursuant to provision 5 in “Guarantee Law of People’s Republic of China”, both
      parties under this agreement have entered into agreement especially
      hereunder:
      guarantee contract herein has separate effect out of main contract. Relevant
      provision in main contract cease in effect will not have influence on guarantee
      contract hereto. Guarantor shall undertake joint liability for compensation
      obligations if the main contract ceased in effect.

     

    ▲▲2.4
      Guarantor shall not make consent on amendment of content in main contract or
      “Application for Credit Volume”, otherwise, guarantee shall make consent on
      amendment on credit volume, credit period or expired date of main
      contract.

    


    ▲▲III.
      Guarantor’s statement and guarantee

     

    3.1
      Guarantor shall have civil capacity and full capacity for civil conduct (ensured
      to be natural person). Non-natural guarantor shall ensure to be exist and
      continue legally, having necessary capacity for right, and could undertake
      civil
      obligations and perform agreement herein in the name of itself.

    


    3.2
      To
      sign and perform agreement herein is the real meaning of expression of guarantor
      and have permitted by any necessary consent, approval and authorization without
      any legal flaws.

    


    3.3
      Guarantor shall ensure all documents, information or data provided to loaner
      to
      be true, accurate, complete and effective.

    


    3.4
      Debtor shall not the shareholder of guarantor or “actual holding person” which
      is defined in Corporation Law in the process of signing agreement
      herein.

    


    ▲▲IV.
      Guarantor’s obligations 

     

    4.1
      Guarantor shall repay any expired payable fee unconditionally, if debtor does
      not pay back loan, financing principal or loaner’s advance fee and relevant
      interest fully or partially on time.

    Guarantee
      agreed that: If main contract being influenced by mortgage guarantee or pledge
      guarantee offered by debtor or a third party, loaner shall have right to arrange
      the order of performance, as well as request guarantor pay back debtor’s total
      expired debt immediately without performance secured property right in advance;
      even if loaner waive secured property right or order of its right or change
      secured property right, guarantor shall still undertake guarantee obligations
      without cancellation.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    4.2
      Guarantor shall cooperate loaner engage in supervision or review on guarantor’s
      income and credit condition(if guarantor is a natural person), or financial
      and
      operation conditions (if guarantor is a unnatural person), and provide all
      financial report, other information or data requested by loaner, and keep all
      documents, data and information shall be true, complete and
      accurate.

    


    4.3
      Guarantor shall make written notice to loaner 30 days ahead and before all
      debts
      have been paid back, as if any conditions below-mentioned happened:

    (1)
      sell,
      donate, rent, loan, transfer, mortgage, ledge or use other methods to deal
      with
      total or partial assets or essential assets;

    (2)
      operation system or property organization form have great changes, including
      but
      not limited to implementation of contractor, leasing, joint venture, reformation
      of cooperation system, reformation of stock cooperative system, sell of
      business, merger, establishment of subsidiaries, property right transfer,
      capital reduction, etc..

    


    4.4
      Guarantor shall make written notice 7 days ahead to guarantor when anyone of
      below mentioned things happened:

    (1)
      amendment of bylaws, change of company’s name, legal representative, location,
      address or business scope and other business registration affairs, or decisions
      which having significant impact on financial or personnel aspects;

    (2)
      scheduled to apply for bankrupt or possibly being bankrupt by
      loaner;

    (3)
      with
      respect to significant litigant, arbitral or administrative measures, or, main
      assets or guaranteed materials have been take property protection or other
      coercive measures;

    (4)
      to
      provide guarantee for third party, and so business condition, financial
      condition or capacity for performing agreement herein which shall have
      significant adverse effects;

    (5)
      to
      sign contracts which shall have significant adverse effects on borrower’s
      business and financial conditions;

    (6)
      suspend operation, shut down, dissolution, stop operation for consolidation
      or
      withdraw of business license;

    (7)
      guarantor or its legal representative or managerial officers of borrower broke
      law or breach business rules;

    (8)
      operation have significant difficulties, or have deterioration on financial
      conditions, or things may influence borrower’s operation condition or financial
      condition or repaying capacity happened;

    (9)
      job
      and income of guarantor have great changes or change residence address (if
      guarantor is a natural person).

    


    4.5
      Before debtor has paid back all loan payable, guarantor shall not perform its
      right of recourse obtained to debtor or other guarantors.

    


    4.6
      If
      debtor becomes shareholder or actual holding person of guarantor before debtor
      repay all debts under main agreement, guarantor shall notice debtor at once
      and
      provide its written consent of meeting of shareholder on approval of offering
      guarantee.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    ▲▲V.
      Provision on loan offering

     

    5.1
      Guarantor authorized that loaner shall have right to charge from debtor’s or
      guarantor’s any account in Bank of Communications when there is/are any debt of
      debtor or guarantor.

    


    5.2
      Loaner shall notice guarantor about the information of account number, contract
      number, number of “Application for Credit Volume”, number of loan document and
      remaining debt of being charged account.

    


    5.3
      If
      being charged cash is not fully paid for loan, it shall use to repay expired
      debt firstly and charge according to below provision:

    (1)
      Under
      items of loan (except personal loan) or trade financing ( except import
      factoring), if repayment of loan principal and interest shall not overdue within
      90days, balance of repayment shall pay back expired unpaid interest or penalty
      interest and compound interest ahead of paying principal unexpired; if loan
      principal and interest overdue and delayed more than 90 days, the balance of
      repayment shall pay back expired loan principal ahead of unexpired interest,
      penalty interest or compound interest.

     

    (2)
      Under
      item of making bank acceptance bill, letter of credit, back letter and export
      factoring, balance of expenses after charged shall use to repay expired unpaid
      principal further to expired unpaid interest, penalty interest and compound
      interest.

    


    (3)
      Under
      item of personal loan, order of repayment shall accordance to relevant provision
      in main contract.

    


    5.4
      If
      currency in charge is different from being repayment, it shall use exchange
      rate
      which is announced by Bank of Communications to transfer currency shall be
      paid
      back.

    


    VI.
      Any
      controversy, claim or dispute arising out of, relating to or in connection
      with
      this Agreement shall apply for arbitration by jurisdiction court in the location
      of lender. In the period of arbitration, both parties shall continue performing
      non-controversial provisions.

    


     VII.
      Other
      articles

     

    ▲▲7.1
      If
      the guarantor has actions relating to escaping supervision of loaner, overdue
      principal and interest, maliciously escaping existing debts, lender has right
      to
      announce its actions on media.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    7.2
      Guarantor has carefully read main contract and confirm all
      articles.

    


    7.3
      Guarantee agreement shall enter into effect since the date that all below
      requirements have been fulfilled: (1) legal representative or authorized person
      of guarantor signed ( or stamped chop) and stamped chop; guarantor is a natural
      person; guarantor signed agreement; (2) legal representative or authorized
      person of loaner signed ( or stamped chop) and stamped company’s
      chop.

    


    7.4
      Guarantee agreement shall have                     
      originals for guarantor, loaner and debtor maintain one original
      each.

     

    VIII.
      Other
      provisions


    
      
        	 
	 


      

    

     

    
      
        

      

    

    Important
      Notice

    Guarantor
      has read all articles above, and loaner has make explanation by request,
      guarantor does not have nothing oppositive.

    
      

    

     

    
      
        	
                Guarantor
                  (chop / signature)

              	 	
                Loaner
                  (company’s chop)

              
	 	 	 
	
                   /s/
                  Li Tianfu

              	 	
                  /s/
                  Li Canfu

              
	
                Legal
                  representative or authorized

              	 	
                Legal
                  representative or 

              
	
                person

              	 	
                authorized
                  person

              
	
                (chop
                  / signature)

              	 	
                (chop
                  / signature)

              
	 	 	 
	
                Signing
                  date: January 16, 2008

              	 	
                Signing
                  date: January 16, 2008

              


      

    

     

    Co-owner
      statement ( applicable for guarantor is a natural person):

    Me
      (name: _________________________________
      type of
      certificate: _____________________________________

    Certificate
      no.:_________________________________________)
      is
      guarantor’s spouse. I have carefully read and confirmed all the articles in this
      guarantee agreement, known and agreed guarantor to offer guarantee for debtor
      to
      loaner based on that guaranteed debt shall be mutual debt of spouse and paid
      back by mutually owned property of spouse.

    


    Signature
      of co-owner:

    Date: