Exhibit
4.49

     

    [Translation
of Chinese Original]

     

    Exclusive
Sales Agreement

     

    This
Agreement is made and entered into by and between Beijing Super TV Co., Ltd.
(hereinafter referred to as “Party A”) and Beijing Novel-Super Digital TV
Technology Co., Ltd. (hereinafter referred to as “Party B”) in accordance with
the relevant provisions as specified in the Contract Law of the People’s
Republic of China ; whereby Party A authorizes and grants to Party B and Party B
accepts from Party A the exclusive license to sell the software products as
agreed upon herein under the terms and conditions set forth below:

     

    Article 1
Products

     

    1.        EPG
advertisement editor software V1.1, for which the software copyright certificate
number is 2008SR02612;

     

    2.        Conditional
access system terminal smart card operating system V3.0, for which the software
copyright certificate number is 2004SR12863;

     

    3.        As
for other software products, both parties will enter into a supplementary
agreement.

     

    Article 2
Scope of License

     

    The
license granted under this Agreement is a non-transferable and exclusive
license.

     

    Article 3
Conditions of Sale

     

    1.        Party
B shall purchase from Party A the products hereunder by placing an order, and
Party A will supply the software products to Party B in accordance with that
order;

     

    2.        Each
order shall set forth the quantity and price of the products to be purchased as
well as the relevant expenses;

     

    3.        Both
parties shall confirm the sales amount on the last working day of each month,
and Party B shall make a payment to Party A of the confirmed sales amount within
30 days.

     

    Article 4
Obligations of Both Parties

     

    l.         Party
A hereby warrants that it has the legal right to license the sales of the
products hereunder, and will bear all legal liabilities arising
therefrom;

     

    2.        Party
A has the right to terminate this Agreement at any time on the basis of the
needs of its operation, and Party B shall settle any unpaid sales amount
outstanding at the time of termination in a timely manner;

     

    3.        Party
B shall be responsible for installing and debugging the software products
hereunder for users as well as providing users with technical support
services;

     

    4.        Without
the prior consent from Party A, Party B may not entrust any third party to sell
the products hereunder;

     

    5.        Party
B is obliged to keep confidential all technical information obtained from Party
A in the course of the cooperation hereunder.


    
      
         


      

      
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    Article 5
Miscellaneous

     

    1.        This
Agreement is signed on July 14, 2009, and the term of this Agreement is 5
years;

     

    2.        This
Agreement is made out in two counterparts, and shall come into effect as of the
date on which it is signed and stamped with official seal by both
parties.

     

    Party A:
Beijing Super TV Co., Ltd.Technology Co., Ltd (Seal)

     

    
      Authorized
Representative: /s/ Xirong Lu

    

    


    
      Party B:
Beijing Novel-Super Digital TV (Seal)

    

    


    
      Authorized
Representative: /s/ Junming Wu

    


    
      
         


      

      
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