Unassociated Document


    INTELLECTUAL
      PROPERTY ASSIGNMENT AGREEMENT

    


    This
      Intellectual Property Assignment Agreement (this “Agreement”)
      is
      entered into on this 18th day of July, 2008 by and among NIVS (Huizhou) Audio
      & Video Tech. Co., Ltd., a company organized under the laws of the People’s
      Republic of China (“PRC”)
      (“Assignee”),
      and
      Tianfu Li, an individual residing in the PRC and holder of PRC identity card
      no.
      440106196907021831 (“Assignor”).
      Undefined terms contained in this Agreement shall have the meanings as set
      forth
      in the Share Exchange Agreement, as defined below.

    


    RECITALS

    


    WHEREAS,
      SRKP 19, Inc., a Delaware corporation (“SRKP
      19”),
      Niveous Holding Company Limited, a British Virgin Islands corporation
      (“Niveous”),
      and
      all of the shareholders of Niveous (the “Shareholders”)
      have
      entered into that certain Share Exchange Agreement dated June 27, 2008 (the
      “Share
      Exchange Agreement”)
      pursuant to which SRKP 19 agreed to issue an aggregate of 27,546,667 shares
      of
      its common stock to the Shareholders and/or their designees in exchange for
      100%
      of the share capital of Niveous (the “Share
      Exchange”);

    


    WHEREAS,
      Niveous is the 100% parent of NIVS International (H.K.) Limited, a Hong Kong
      corporation, which is the 97.5% parent of Assignee;

    


    WHEREAS,
      Assignor owns certain Intellectual Property (as such term is defined below)
      related to the business of Assignee, and Assignor desires to make a binding
      assignment and transfer of such Intellectual Property to Assignee in accordance
      with the terms and conditions of this Agreement; and

    


    WHEREAS,
      the assignment and transfer of the Intellectual Property by Assignor to Assignee
      is a material condition for the completion of the transactions contemplated
      by
      the Share Exchange Agreement.

    


    NOW,
      THEREFORE, in consideration of the foregoing recitals and other good and
      valuable consideration, the parties, intending to be legally bound hereby,
      agree
      as follows:

    


    1. Assignment
      and Transfer of Intellectual Property.
      In
      consideration of Niveous consummating the Share Exchange, Assignor hereby fully
      and irrevocably assigns, transfers, and conveys to Assignee all of Assignor’s
      rights, title, and interests in and to the technology and know-how necessary
      for
      Assignee to conduct its business as operated today and as may be reasonably
      operated in the future, including all worldwide (a) patents, patent
      applications, and patent rights, including but not limited to those listed
      in
Schedule A attached hereto; (b) rights associated with works of
      authorship including copyrights, copyright applications, copyright
      registrations, mask work rights, mask work applications, and mask work
      registrations; (c) trademarks, trademark applications, trademark registrations,
      trade names, and company names; (d) rights relating to the protection of trade
      secrets and confidential information; (e) licenses, permits, and authorizations;
      (f) rights analogous to those set forth herein and any other proprietary rights
      relating to intangible property, including claims arising out of the foregoing
      rights; and (g) divisions, continuations, renewals, reissues, and extensions
      of
      the foregoing (as applicable) now existing or hereafter filed, issued, or
      acquired (collectively, the “Intellectual Property”).

    


    2. Representations
      and Warranties of Assignor.
      Assignor
      hereby represents and warrants to Assignee as follows:

    


    2.1 The
      assignment, transfer, and conveyance of any and all rights that Assignor has
      in
      and to the Intellectual Property that is hereby made fully and completely
      complies with all requirements of law and other relevant
      regulation.

    


    2.2 Assignor
      will perform all acts and execute all documents, as Assignee reasonably
      determines necessary or desirable, to protect Assignee’s interest in the
      Intellectual Property and to ensure that the assignment, transfer, and
      conveyance contemplated by this Agreement complies with all requirements of
      law
      and other relevant regulation.


    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

    


    2.3 Assignor
      owns the Intellectual Property, as applicable, free and clear of all liens,
      encumbrances, and claims of others and is authorized to assign, transfer, and
      convey the Intellectual Property, as applicable, to Assignee in accordance
      with
      the terms of this Agreement.

    


    2.4 In
      connection with the transfer, assignment, and conveyance contemplated by this
      Agreement, Assignee has acquired and shall acquire all of Assignor’s rights
      throughout the world, under any law, statute, treaty, or regulation heretofore,
      now or hereafter existing, enacted or promulgated, together with all claims,
      demands, and causes of action heretofore, now or hereafter existing for use
      of
      any of the Intellectual Property and any and all of Assignor’s legal or
      equitable rights to use and own the Intellectual Property in any and all fields
      of use now or hereafter existing throughout the world.

    


    2.5 All
      actions and proceedings necessary to be taken by or on the part of Assignor
      in
      connection with the transactions contemplated by this Agreement have been duly
      and validly taken, and this Agreement has been duly and validly authorized,
      executed, and delivered by Assignor and constitutes and will constitute the
      legal, valid, and binding obligation of Assignor, enforceable against Assignor
      in accordance with and subject to its terms, except as may be limited by
      bankruptcy or other laws affecting creditors’ rights and by equitable
      principles.

    


    2.6 Neither
      the execution, delivery, and performance by Assignor of this Agreement nor
      the
      consummation by Assignor of the transactions contemplated hereby is an event
      that, by itself or with the giving of notice or the passage of time or both,
      will constitute a violation of, or conflict with, or result in any breach of
      or
      any default under, or constitute grounds for termination or acceleration of,
      any
      license, mortgage, indenture, lease, agreement, or instrument to which Assignor
      is a party or by which Assignor is bound, or violate (i) any judgment, decree,
      or order or (ii) any statute, rule, or regulation, in each such case, applicable
      to Assignor. Assignor has filed or agrees to file all necessary documents to
      obtain all necessary approvals from applicable governmental entities with
      respect to the Intellectual Property, including, but not limited to, all
      applicable certificates of transfer, such that the execution, delivery, and
      performance by Assignor of this Agreement, and the consummation by Assignor
      of
      the transactions contemplated hereby.

    


    3. Representations
      and Warranties of Assignee.
      Assignee
      hereby represents and warrants to Assignor as follows:

    


    3.1 Assignee
      is a corporation duly organized, validly existing and in good standing under
      the
      laws of its place of incorporation. 

    


    3.2 All
      organizational proceedings necessary to be taken by or on the part of Assignee
      in connection with the transactions contemplated by this Agreement have been
      duly and validly taken.

    


    4. General.

    


    4.1 Binding
      Effect.
      This
      Agreement shall be binding upon and inure to the benefit of the parties hereto
      and their respective permitted successors, assigns, and legal
      representatives.

    


    4.2 Counterparts.
      This
      Agreement may be executed in any number of facsimile counterparts, each of
      which
      shall be deemed to be an original and all of which shall constitute together
      one
      and the same agreement.

    


    4.3 Governing
      Law.
      This
      Agreement shall be deemed to be a contract made under the laws of the State
      of
      Delaware and for all purposes it shall be construed in accordance with and
      governed by the law of such state.

    


    4.4 Severability.
      Wherever
      possible, each provision of this Agreement shall be interpreted in such manner
      as to be effective and valid under applicable law, but if any provision of
      this
      Agreement or any related document shall be prohibited by or invalid under
      applicable law, such provision shall be ineffective only to the extent of such
      prohibition or invalidity without invalidating the remainder of such provision
      or the remaining provisions of this Agreement.


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    


    4.5 Modification.
      This
      Agreement may not be and shall not be deemed or construed to have been modified,
      amended, rescinded, canceled, or waived in whole or in part, except by written
      instruments signed by the parties hereto.

    


    4.6 Entire
      Agreement.
      This
      Agreement constitutes and expresses the entire agreement and understanding
      between the parties hereto in reference to all the matters herein referred
      to,
      all previous discussions, promises, representations, and understandings relative
      thereto, if any, had between the parties hereto, being herein
      merged.

    


    [SIGNATURE
      PAGE TO FOLLOW]


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the duly authorized representatives of each of the parties
      hereto, intending to be legally bound, hereby execute this Intellectual Property
      Assignment Agreement as of the day and year first above written.

     

    
      	
              ASSIGNOR:

            
	 
	
              /s/
                Tianfu Li

            
	
              Tianfu
                Li

            
	 
	
              NIVS
                (HUIZHOU) AUDIO & VIDEO TECH. CO., LTD.

            
	 
	
              By:
                

            	
              [ILLEGIBLE]
                [CHOP STAMP]

            
	
              Name:

            	 
	
              Title:

            	 
	 
	
              NIVEOUS
                HOLDING COMPANY LIMITED

            
	 
	
              By:
                

            	
              [ILLEGIBLE]
                [CHOP STAMP]

            
	
              Name:

            	 
	
              Title:

            	 


    


    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    


    SCHEDULE
      A


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    

      Transfer
        Certificate of Practical New Patent Certificate

      


      Mr.
        Tianfu Li owns all the following patent number and patent. Now I transfer
        the
        following patent to NIVS (HZ) Audio & Video Tech Company Limited. for usage
        without any compensation. The transfer has not been filed formally at
        Intellectual Property Bureau.

      Patent
        certificate list as following:

       

      Hereby
        approve 

       

      No.908605     Patent No.:  ZL 2005 2 0121641.9

      No.927670     Patent No.:  ZL 2006 2 0060556.0

      No.647627     Patent No.:  ZL 2006 3 0063868.2

      No.647186     Patent No.:  ZL 2006 3 0061385.9

      No.647568     Patent No.:  ZL 2006 3 0064459.4

      No.657140     Patent No.:  ZL 2006 3 0060708.2

      No.556263     Patent No.:  ZL 2005 3 0076010.5

      No.634235     Patent No.:  ZL 2006 3 0060960.3

      No.634046     Patent No.:  ZL 2006 3 0053313.X

      No.633851     Patent No.:  ZL 2006 3 0060707.8

      No.634159     Patent No.:  ZL 2006 3 0063866.3

      No.633900     Patent No.:  ZL 2006 3 0060706.3

      No.633667     Patent No.:  ZL 2006 3 0060961.8

      No.623061     Patent No.:  ZL 2006 3 0060957.1

      No.634345     Patent No.:  ZL 2006 3 0061384.4

      No.566156     Patent No.:  ZL 2005 3 0077480.3

      No.599328     Patent No.:  ZL 2006 3 0051131.9

      No.523328     Patent No.:  ZL 2005 3 0063579.8

      No.527315     Patent No.:  ZL 2005 3 0063001.2

      No.523393     Patent No.:  ZL 2005 3 0063879.6

      No.633705     Patent No.:  ZL 2006 3 0061383.X

      No.527173     Patent No.:  ZL 2005 3 0063580.0

      No.523261     Patent No.:  ZL 2005 3 0063578.3

      No.527092     Patent No.:  ZL 2005 3 0063000.8

      No.525476     Patent No.:  ZL 2005 3 0063882.8

      No.599215     Patent No.:  Z L 2005 3 0158232.1 

      No.523248     Patent No.:  ZL 2005 3 0064125.2

      No.633654     Patent No.:  ZL 2006 3 0060709.7

      No.474116     Patent No.:  ZL 2004 3 0114373.9

      No.477637     Patent No.:  ZL 2004 3 0114367.3

      No.477625     Patent No.:  ZL 2004 3 0114374.3

      No.469274     Patent No.:  ZL 2004 3 0114370.5

      No.474289     Patent No.:  ZL2004 3 0091962.X

      No.474224     Patent No.:  ZL 2004 3 0114375.8

      No.469152     Patent No.:  ZL 2004 3 0114371.X

      No.469203     Patent No.:  ZL 2004 3 0114372.4

      No.474205     Patent No.:  ZL 2004 3 0114368.8

      No.256822     Patent No.:  ZL 02 3 03725.3

      No.252399     Patent No.:  ZL 02 3 04318.0

      No.327615     Patent No.:  ZL 03 3 21553.7

      No.327466     Patent No.:  ZL 03 3 21552.7

       

      Hereby
        certified. 

      


      Transfer
        party: Tianfu Li

      Signature:
        /s/ Tianfu Li

      Date:
        Jan. 01, 2008

      


      Transferee:
        NIVS (HZ) Audio & Video Tech Company Limited

      Company
        Seal: /seal/ /s/
        Tianfu Li

      Date:
        Jan. 01, 2008

      
        
           

        

        
           

          
            

          

        

        
           

        

      

      


       

      Transfer
        Certificate of Patent Application Inform Letter

      


      Mr.
        Tianfu Li owns all the following patent application number and relevant patent.
        Now I transfer the ownership of the following patent application to NIVS
        (HZ)
        Audio & Video Tech Company Limited. for usage without any compensation. The
        transfer has not been filed formally at Intellectual Property
        Bureau.

      


      Patent
        application number list as following:

       

      Application No.æ200730055548.7       Application No.: 200730069315.2

      Application No.: 200730069313.3        Application No.: 2007200496498

      Application No.: 200720052021.3        Application No.: 200730055549.1

      Application No.: 200730055547.2        Application No.: 200730055545.3

      Application No.: 200730055546.8        Application No.: 200730055544.9

      Application No.: 200720060260.3        Application No.: 200720060593.6

      Application No.: 200730332071.2        Application No.: 200720060258.6

      Application No.: 200720060216.2        Application No.: 200720060257.1

      Application No.: 200730054889.2        Application No.: 200730054885.4

      Application No.: 200730054883.5        Application No.: 2007300548873

      Application No.: 200720051240.X       Application No.: 200730055548.7

      Application No.: 200730055546.8        Application No.: 200730055549.1

      Application No.: 200730055547.2        Application No.: 200730055545.3

      Application No.: 200730055544.9        Application No.: 200730069315.2

      Application No.: 200730069313.3        Application No.: 2007200496498

      Application No.: 200720052021.3

      


      Hereby
        certified. 

      


      Transfer
        party: Tianfu Li

      Signature:
        /s/ Tianfu Li

      Date:
        Jan. 01, 2008

      


      


      Transferee:
        NIVS (HZ) Audio & Video Tech Company Limited

      Company
        Seal: /seal/ /s/
        Tianfu Li

      Date:
        Jan. 01, 2008