Patent
      License Agreement

    


    This
      Patent License Agreement (hereafter referred to as the “Agreement”) is by and
      between Zhao Zifeng (formerly known as Zhao Taisheng and hereafter referred
      to
      as “Licensor” or “Party A”) and Yinlips Digital Technology (Shenzhen) Co., Ltd,
      with an office at Room 2929, Nanguang Jiejia Building, Shen South-Mid Road,
      Futian District, Shenzhen, PRC China (hereafter referred to as “Licensee” or
“Party B”) in Shenzhen. This Agreement is entered into effective as of October
      4, 2008.

    


    Recital
      

    


    A.
      Party
      A is the owner of the three patents which may have applicability to Party B’s
      digital products;

     

    B.
      Party
      B is a digital company, which has factory area of 3200 M2,
      SMT
      equipments, and about 300 employees and Party B has knowledge of Party A’s
      patents;

     

    C.
      The
      parties desire that Party A grant Party B an Exclusive License (defined below)
      for incorporation of the ornamental design, applications and implementations
      of
      Patented Technology (defined below) as claimed in Party A’s
      patents.

     

    In
      consideration of the preceding recitals and of the following terms and
      conditions, the Parties agree as follows:

    


    Article
      1 Definitions

     

    For
      the
      purpose of this Agreement, the following terms have the following
      meanings:

     

    “Patents”
      means the ornamental designs presently owned by Licensor, granted by China
      State
      Intellectual Property Office, which are applicable to the manufacture of
      Licensed Products.

     

    “Licensed
      Products” means any products produced by Licensee by incorporating the
      ornamental design as claimed in Patents pursuant to this Agreement, which
      include MP3 player and digital photo frame respectively.

     

    “Technical
      Service” means the technical assistance, instruction, training and other
      services under the Agreement to be rendered by Licensor to Licensee with
      regarding to the implementation of the Patents.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    “Exclusive
      License” means Licensee has the exclusive rights to make, use, sell or have made
      to implement the Patents during the duration, within the region and technology
      field prescribed in the Agreement, and Licensor and any other third party shall
      not implement the Patents. 

    


    Article
      2 Grant of License

     

    Party
      A
      grants Party B an Exclusive License within China under the Patent rights, to
      make, use, have made and sell Licensed Produces until the expiration of the
      last
      patent licensed under this Agreement.

     

    Party
      B
      shall have the rights to further sub-license any patent rights under this
      Agreement to any third party after obtaining prior written consent from Party
      A.

    


    Article
      3 Patented Technology

     

    The
      patented technology under this Agreement refers to the following patents (see
      the patent documents on Exhibit 1): ( 1
      )
      Patent
      MP3 player, with its patent No. ZL 2004 3 0074077.0, and expiration date August
      31, 2014; ( 2
      )
      Patent
      MP3 player, with its patent No. ZL 2004 3 0074078.5, and expiration date August
      31, 2014; and ( 3
      )
Patent
      digital photo frame, with its patent No. ZL 2006 3 0018829.0, and expiration
      date September 17, 2016. 

    


    Article
      4 Delivery of Technical Documents

     

    Party
      A
      shall deliver all the patent documents prescribed in Article 3 along with the
      document list to Party B face-to face within seven (7) calendar days after
      the
      Agreement takes effect. 

    


    Article
      5 Royalty

     

    Party
      A
      grants Party B rights to Patents as described above in Article 2 on a
      royalty-free basis. During the duration of the Agreement, Party B shall pay
      the
      annual maintenance fees for the Patents pursuant to the Agreement.



    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    


    Article
      6 Technical Service and Training

     

    1.
      Within
      twenty (20) calendar days after the Agreement takes effect, Party A shall impart
      the patent technology and solve Party B’s technical problems concerning the
      implementation of the Patents.

     

    2.
      Party
      A
      shall send qualified technical personnel to provide on-the-spot technical
      guidance, and give training course to Party B’s technical staff.

     

    3.
      Party
      A
      shall ensure Party B’s technical staff have mastered the patented
      technology.

     

    4.
      All
      costs
      concerning technical services and training shall be borne by Party
      B.

    


    Article
      7 Patent Markings

     

    Party
      B
      agrees to mark in a conspicuous location all Licensed Products and the
      containers and packaging for any Licensed Product sold by Party B the word
      “Patent” or “Patents” and the number or numbers of at least one of the Patents
      as identified under Patented Technology in Article 3 above. 

    


    Article
      8 Breach of Agreement and Claims of Damages

     

    1.
      If
      Party A delays to deliver the Patent documents or provide technical services
      and
      training to Party A without justified reasons, and fails to perform the foresaid
      obligations within Party B must give prompt notice to Party A. Within twenty
      (20) calendar days after receiving
      such notice from Party B, Party A must cure such deficiency. Party B has the
      right to terminate the Agreement if Party A fails to cure.

     

    2.
      If
      Party A implements the Patents pursuant to the Agreement itself or grants any
      other third party to implement the Patents pursuant to the Agreement, Party
      B
      has the right to request Party A to stop such implementation or license
      immediately, and has the right to terminate the Agreement. 

     

    If
      Party
      B grants the sublicense to other third parties without obtaining the prior
      written consent from Party A, Party A has the right to request Party A to stop
      such sublicense.

     

    3.
      If
      Party
      B does not pay the annual maintenance fees for the Patents pursuant to the
      Agreement, Party A has the right to terminate the Agreement. 


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

    


    Article
      9 Infringement

     

    1.
      During
      the duration of the Agreement, if any allegation of infringing the rights of
      a
      third party occurs, Party A shall be fully responsible for the matter. Party
      B
      must provide prompt notice to Party A upon receiving an infringement allegation
      from such third party. Party A shall indemnify Party B for its cost of defense
      and damages it sustained.

     

    2.
      If any
      party has found a third party infringes the Patents pursuant to the Agreement,
      it shall promptly notify the other party. Party B, at its expense, has rights
      to
      enforce any patent exclusively licensed hereunder against infringement by third
      parties. Party B is entitled to retain recovery from such enforcement.


     

    If
      Party
      B does not file suit against a alleged infringer of a patent within 4 months
      of
      knowledge thereof, then Party A may enforce any patent licensed hereunder on
      behalf of itself and Party B. Party A is entitled to retain recovery from such
      enforcement and Party B shall indemnify Party A for the cost of defense.


     

    In
      any
      infringement suit or dispute, the parties agree to cooperate fully with each
      other. At the request and expense of the party bringing suit, the other party
      will permit access to all relevant personnel, records, papers, information,
      samples, specimens, etc., during regular business hours.

    


    Article
      10 The Patents Are Declared Invalidated

     

    If
      all
      Patents pursuant to the Agreement are declared invalidated during the duration
      of the Agreement, the Agreement will be terminated automatically. 

    


    Article
      11 Force Majeure 

     

    1.
      In
      case that one or both parties are impossible to perform the duties provide
      herein on account of Force Majeure (such as, fire, flood, earthquake, and war),
      the party in contingency shall:

     

    
      	 	
              (1)

            	
              take
                measures to mitigate loss;

            


      	 	 	 


    

    
      	 	
              (2)

            	
              immediately
                inform the other party of the occurrence of the Force
                Majeure;

            


      	 	 	 


    

    
      	 	
              (3)

            	
              provide
                the certificate of non-performance which has been duly verified by
                competent authority during the Force Majeure
                period.

            


    

     

    2.
      In
      case of Force Majeure, the agreement is delayed in performance in reasonable
      time.

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    3.
      Should
      the Force Majeure event last more than 6 months consecutively, this Agreement
      will be terminated automatically. 

    


    Article
      12 Settlement of Disputes

     

    All
      disputes arising out of or concerning this Agreement or the performance hereof,
      shall be settled through negotiations. If the parties are not willing to settle
      the disputes through negotiation, or no settlements are reached through
      negotiation, any party can bring the case to Shenzhen Arbitration
      Commission.

     

    This
      Agreement shall in all respects be governed by and construed in accordance
      with
      the laws of the People’s Republic of China.

    


    Article
      13 Effective date, Modification and Termination

     

    1.
      This
      Agreement comes into effect when both parties hereto set their hands or seals,
      and the rights and obligations shall remain in effect until September 17, 2016,
      or termination of the Agreement. 

     

    2.
      The
      modification of this agreement shall be agreed upon by both parties in writing
      through negotiations. 

     

    3.
      If due
      to Party B, this Agreement can not be performed, it will be terminated
      automatically.

    


    
      	
              /s/
                Zhao Zifeng

            	
              [seal
                of the company]

            
	 	 
	
              Licensor:
                Zhao Zifeng

            	
              Licensee:
                Yinlips Digital Technology (Shenzhen) Co.,
                Ltd.

            


    

    


    On
      October 4,2008

    


    In
      Shenzhen, China 


    
      
        
        

      

      
        5