Exhibit
4.54

    


    Option
Agreement

    


    THIS OPTION AGREEMENT (this “Agreement”) is
entered into by and among the following parties (the “Parties”) on June 29,
2009.

    


    Party A: Simlife (Beijing)
Science Co., Ltd.

    
      Address:
Rm.416 No.18, West Ring South Road, Beijing Economic and Technology Development
Zone, Beijing

    

    


    
      Party
B:

    

    Shareholder
I, Jia Tao; ID No.: 110105197802109636

    Address:
35F, Tengda Tower No.168 Xiwai Street Haidian District, Beijing,
PRC.

    
       

      Shareholder
II, Chen JuHong; ID NO.: 350203750427403

    

    Address:
Rm.17, No.442, South Road Siming, Siming District, Xiamen, Fujian,
PRC

    


    Party C: Xiamen Xinreli
Scientific and Technology Co, Ltd.

    Address:
14A, No.2. Lianqian West Road, Siming District.

     

    WHEREAS

    


    
      	
              1.

            	
              Party
      A is a wholly foreign-owned enterprise registered and valid existing in
      the PRC.

            


    

    


    
      	
              2.

            	
              Party
      C is a limited liability company registered in the
  PRC.

            


    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
              3.

            	
              Shareholder
      I and Shareholder II of Party B (the “Authorizing Parties” or the
      “Shareholders of Party C”) are the shareholders of Party
  C.

            


    

    


    
      
        	
                4. 

              	
                To
      guarantee the performance of Exclusive Technical Consulting and Services
      Agreement between Party A and Party C, Party A and Party B has entered
      into Share Pledge Agreement. For security the above mortgage, and
      considering the technical support to Party C provided by Party A, and the
      friendly cooperative relationship between the Parties, the parties hereby
      enter agreement as follows:

              


      

    

     

    
      	
              1.

            	
              GRANT
      OF THE OPTION

            


    

    


    
      	
              1.1

            	
              Grant

            


    

    The
Parties hereby grant to Party A an exclusive option to purchase all their
respective equity interests in Party C at the lower price between the lowest
price permitted by PRC laws or the audited net asset value of Party C once or
several times by Party A or its designated third party under the provisions of
this Agreement, unless disclosing to Party A and prior consented otherwise in
written by Party A. The aforesaid option shall be effected upon this Agreement
executed by the Parties and coming into effect. And this authorization shall be
irrevocably during the term of this Agreement from the Grant Date(including the
renewed term under Article 1.2) .


    
      
         


      

      
        1

        
          

        

      

      
         


      

    


    
      	
              1.2

            	
              Term

            


    

    This
Agreement shall be executed and come into effect as of the date first set forth
above and shall last for a period of ten (10)years from the effective date. Upon
the request of Party A, the term of this Agreement shall be renewed, or a
separate new Option Agreement shall be entered into by the Parties at the
request of Party A.

    


    
      	
              2.

            	
              EXERCISE OF THE OPTION AND ITS
      CLOSING

            


    

    


    
      	
              2.1

            	
              Timing
      of Exercise

            


    

    
      	
               
      

            	
              2.1.1

            	
              The
      Authorizing Parties agree unanimously that with the permission of PRC laws
      and regulations, Party A may exercise part or full option anytime during
      the term of this Agreement.

            


    

    
      	
               
      

            	
              2.1.2

            	
              The
      Authorizing Parties agree unanimously that there is no limitation on the
      times for Party A to exercise its option, unless Party A has purchased all
      of the equity interests in Party C.

            


    

    
      	
               
      

            	
              2.1.3

            	
              The
      Authorizing Parties agree unanimously that Party A may designate in its
      sole discretion any third party to exercise the options on its behalf, in
      which case Party A shall provide a prior written notice to the Authorizing
      Parties.

            


    

    
      	
              2.2

            	
              Disposal
      of Exercise Price

            


    

    The
authorizing parties unanimously agree that all exercise prices obtained by an
authorizing party in the process of right exercise by Party A shall be used to
clear off the debts owed by Party C to Party A under the Exclusive Consultation
and Service Agreement, or shall be transferred from the authorizing party to
Party C or other third party designated by Party A in a way approved by Party A
in writing.


    
      
         


      

      
        2

        
          

        

      

      
         


      

    


    
      	
              2.3

            	
              Transfer

            


    

    The
Authorizing Parties agree unanimously that all or part of the options of Party A
under this Agreement may be transferred to a third party without prior consent
of the authorizing Parties, which shall be deemed as a party to this Agreement
and is entitled to exercise the options under terms of this Agreement, to enjoy
the rights and assume the obligations of Party A under this
Agreement.

    
      	
              2.4

            	
              Notice
      Requirement

            


    

    To
exercise an Option, Party A shall send an written notice to the Authorizing
Parties of such Option is to be exercised 10 days prior to each closing date (as
defined below), specifying the following:

    
      	
               
      

            	
              2.4.1

            	
              The
      date of the effective closing of such purchase (the “Closing
      Date”);

            


    

    
      	
               
      

            	
              2.4.2

            	
              The
      name of the person in which the Equity Interests shall be
      registered;

            


    

    
      	
               
      

            	
              2.4.3

            	
              The
      amount and the portion of Equity Interests to be purchased from such
      Authorizing Parties;

            


    

    
      	
               
      

            	
              2.4.4

            	
              The
      purchase price and means of payment;
and

            


    

    
      	
               
      

            	
              2.4.5

            	
              A
      power of attorney (applicable if a third party has been designated to
      exercise the Option)

            


    

    The
Authorizing Parties agree unanimously that Party A is entitled to exercise the
Options and elect to register the Equity Interests in the name of a third party
as it may designates from time to time.

    
      	
              2.5

            	
              Transfer
      of Stock Rights

            


    

    Each time
when Party A exercises its option, the following works need to be done within
ten (10) working days upon receipt of the Notice of Exercise issued by Party A
in accordance with Article 2.4 hereof:


    
      
         


      

      
        3

        
          

        

      

      
         


      

    


    (1) The
authorizing party shall instruct Party C to timely convene a shareholders’
meeting, in which a resolution with regard to the transfer of stocks rights by
the authorizing party to Party A and/or its designated third party shall be
made;

    (2) The
authorizing party shall sign a transfer agreement with Party A (or its
designated third party where applicable), which is substantively the same as the
stock right transfer agreement listed in Attachment 1 hereof in all material
aspects; and

    (3) All
parties to Party B shall sign all other contracts, agreements or documents
required, obtain all necessary governmental approvals and consents, and take all
necessary measures to transfer the good title of stocks purchased to Party A
and/or its designated third party without any conditional secured interest, and
shall cause Party A and/or its third party to be the owner of such stocks
registered with the administration for industry and commerce, and shall submit
Party A or its designated third party with latest business license, Articles of
Association, approval certificate (if applicable) and other documents issued or
archived in competent Chinese authorities. The change in stock right of Party C
or change of its directors or legal representative etc. shall be reflected in
the aforementioned documents.

    


    
      	
              3.

            	
              REPRESENTATIONS
      AND WARRANTIES

            


    

    


    
      	
              3.1

            	
              The
      Authorizing Parties hereby present and warrant as
  follows:

            


    

    
      	
               
      

            	
              3.1.1

            	
              They
      have the full power and authority to enter into and perform this
      Agreement;

            


    

    
      	
               
      

            	
              3.1.2

            	
              The
      fulfilling of the obligations hereunder does not violate any applicable
      laws, regulations and contracts, or require any government authorization
      or approval;

            


    


    
      
         


      

      
        4

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              3.1.3

            	
              There
      is no lawsuit, arbitration or other legal or administrative procedures
      pending which, based on its knowledge, will possibly have material and
      adverse affects on the performance of this
  Agreement;

            


    

    
      
        	
              	
                3.1.4 

              	
                Having
      already disclosed all conditions that may pose unfavorable influences to
      the performance of this Agreement to Party
A;

              


      

    

    
      
        	
              	
                3.1.5 

              	
                Having
      not been declared bankruptcy and having stable and good financial
      condition;

              


      

    

    
      	
               
      

            	
              3.1.6

            	
              The
      options granted to Party A are exclusive, and the Authorizing Parties
      shall not grant options or similar right to other parties in any
      ways.

            


    

    
      
        	
              	
                3.1.7 

              	
                Not
      likely creating any pledge, liability or other third party right on Party
      C’s stock rights held, or disposing of its stock rights to any party other
      than Party A or its designated third party by means of transfer, bestowal,
      pledge or others;

              


      

    

    
      	
               
      

            	
              3.1.8

            	
              The
      options granted to Party A are exclusive, and the Authorizing Parties
      shall not grant options or similar right to other parties in any
      ways.

            


    

    
      
        	
              	
                3.1.9 

              	
                The
      businesses engaged in by Party C in the duration of this Agreement shall
      comply with laws, regulations, rules and other administrative provisions
      and instructions promulgated by other competent government authority and
      shall not violate the foregoing provisions, so as to prevent any
      substantially unfavorable influences to the businesses engaged or the
      composition of assets.

              


      

    

    
      
        	
              	
                3.1.10 

              	
                Party
      C shall maintain its existence in line with good financial and commercial
      standards and practices. Operate Party C’s businesses prudently and
      effectively and handle affairs and shall try its utmost to obtain all
      necessary licenses, permits and official documents etc. required for
      maintaining its continue operation, and make sure that all these licenses,
      permits and official documents may not be cancelled, withdrawn or declared
      void;

              


      

    


    
      
         


      

      
        5

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              3.1.11

            	
              Provide
      all materials about its operation and finance to Party A upon Party A’s
      request;

            


    

    
      	
               
      

            	
              3.1.12

            	
              Party
      C shall not engage in any of the following acts unless it has obtained the
      written consent of Party A (or its designated third party) before Party A
      (or its designated third party) exercises its option and obtains all stock
      rights or interests of Party C:

            


    

    
      	
               
      

            	
              (a)    Selling,
      transferring, pledging or disposing in any other way of any assets,
      businesses or revenues or allowing to create any secured interests on such
      assets, businesses or revenues (except those created in normal or routine
      business or those disclosed to Party A and having obtained Party A’ s
      prior written consent);

            


    

    
      	
               
      

            	
              (b)   Concluding
      any transaction that may substantively affects its assets, obligations,
      operation, stock rights and other legal rights (except those created in
      normal or routine business or those disclosed to Party A and having
      obtained Party A’ s prior written
consent);

            


    

    
      	
               
      

            	
              (c)    Distributing
      dividends or bonuses in any form to each
  shareholder;

            


    

    
      	
               
      

            	
              (d)   Creating,
      inheriting, securing or allowing the existence of any liabilities, except
      (i) liabilities created in normal or routine operation instead of by means
      of borrowing; and (ii) liabilities already disclosed to Party A and for
      which the expressly prior written consent of Party A is
      obtained;

            


    

    
      	
               
      

            	
              (e)    Singing
      any major contract, except contracts concluded in the process of normal
      businesses (for the purpose of this paragraph, a contract whose value
      exceeds RMB 10,000 yuan shall be deemed as a major
    contract);

            


    


    
      
         


      

      
        6

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (f)    Increasing
      or decreasing the registered capital of Party C through a resolution of
      shareholders meeting, or separately changing the composition of such
      registered capital;

            


    

    
      	
               
      

            	
              (g)     Supplementing,
      amending or modifying the Articles of Association of Party C in any form;
      or

            


    

    
      	
               
      

            	
              (h)    Merging
      or uniting any party, or acquiring any party or making investment to any
      party.

            


    

    
      
        	
              	
                3.1.13 

              	
                All
      parties to Party B shall not jointly or severally engage in any of the
      following acts unless it has obtained the written consent of Party A (or
      its designated third party) before Party A (or its designated third party)
      exercises its option and obtains all stock rights or interests of Party
      C:

              


      

    

    
      	
               
      

            	
              (a)     Supplementing,
      amending or modifying the documents alike Articles of Association of Party
      C in any form, and such supplement, amendment or modification will
      substantively and adversely affect the assets, responsibilities,
      operation, stock rights or other legal rights of Party C (except capital
      increase at the same proportion made to meet legal requirements), or may
      affect the effective performance of this Agreement and other agreements
      concluded among Party A, Party B and Party
C;

            


    

    
      	
               
      

            	
              (b)    Urging
      Party C to conclude any transaction that may substantively and adversely
      affect the assets, obligations, operation, stock rights and other legal
      rights of Party C (except those created in normal or routine business or
      those disclosed to Party A and having Party A’ s prior written
      consent);

            


    

    
      	
               
      

            	
              (c)    Urging
      the shareholders’ meeting of Party C to pass a resolution on the
      distribution of dividends and
bonuses;

            


    


    
      
         


      

      
        7

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (d)    Selling,
      transferring, pledging or disposing in any other form of any legal or
      beneficial interests of Party C’s stock rights at any time from the
      Effective Date of this Contract, or allowing to create any other secured
      interests on such rights;

            


    

    
      	
               
      

            	
              (e)    Urging
      the shareholders’ meeting of Party C to approve the selling, transferring,
      pledging or disposal in any other form of any legal or beneficial
      interests of Party C’s stock rights or to allow the creation of any other
      secured interests on such rights;

            


    

    
      	
               
      

            	
              (f)    Urging
      the shareholders’ meeting of Party C to approve the merger or union of
      Party C with any party or the acquisition of or investment to any party,
      or approve the reorganization in any other form;
  or

            


    

    
      	
               
      

            	
              (g)    Voluntarily
      winding up, liquidating or dissolving Party
C.

            


    

    
      
        	
              	
                3.1.14 

              	
                All
      parties to Party B hereby undertake as follows before Party A (or its
      designated third party) exercises its option and obtains all stock rights
      or interests of Party C:

              


      

    

    
      	
               
      

            	
              (a)    Informing
      Party A of any occurred or possibly occurring litigation, arbitration or
      administrative proceeding against its stock rights held or of any
      circumstance that may pose unfavorable influences to such stock rights by
      writing immediately;

            


    

    
      	
               
      

            	
              (b)    Urging
      the shareholders’ meeting of Party C to review and approve the transfer of
      stock rights purchased as specified in this Agreement; urging Party C to
      modify its Articles of Association so as to reflect the transfer of stock
      rights from Party B to Party A and/or its designated third party and other
      alterations mentioned herein, and to make an application immediately with
      competent Chinese authority (if required by law) and go through relevant
      change of registration; urging Party C to approve the persons assigned by
      Party A and /or its third party to assume as the new director or new legal
      representative through a shareholders’
  resolution;

            


    


    
      
         


      

      
        8

        
          

        

      

      
         


      

    


    
      
        
          	
                   

                	
                  
                    (c)  
       Singing all necessary or appropriate documents, taking all
      necessary or appropriate measures and making all necessary or appropriate
      accusation or conducting necessary and appropriate defense with regard to
      all claims, so as to secure its legal and valid ownership to the stock
      rights;

                  

                


        

      

    

    
      	
               
      

            	
              (d)    Immediately
      transferring its stock rights to a third party designated by Party A
      unconditionally at any time upon the request of Party A, and giving up the
      preemptive right enjoyed during the above transfer of stock rights by
      another existing shareholder; and

            


    

    
      	
               
      

            	
              (e)    Following
      closely to this Contract and contracts concluded by all parties to Party B
      and Party A jointly or separately, earnestly fulfilling all obligations
      under these contracts and not engaging in any feasance or nonfeasance that
      may affect the validity and enforceability of such
    contracts.

            


    

    
      	
              3.2

            	
              Undertaking

            


    

    The
authorized party hereby undertakes to Party A that it will bear all costs
arising from executing each Assignment, process all formalities needed for Party
A or its designated third party to be the shareholders of Party C, the Ancillary
Documents and any other relevant documents required therefore, and will complete
all such formalities as are necessary to make Party A or its designated party a
full and proper shareholder of Party C. Such formalities include, but are not
limited to, assisting Party A with the obtaining of necessary approvals of the
equity transfer from relevant government authorities (if any), the submission of
the Assignment to the relevant administrative department of industry and
commerce for the purpose of amending the Articles of Association, changing the
list of shareholders and undertaking any other changes.

    
      
        	
                3.3 

              	
                All
      parties to Party B hereby jointly and severally represent and undertake as
      follows on the signing date of this Contract and on each delivery
      date:

              


      

    


    
      
         


      

      
        9

        
          

        

      

      
         


      

    


    
      
        	
              	
                (1)

              	
                Having
      appropriate rights and capabilities to sign and deliver this Contract and
      any stock right transfer agreement (named as “transfer agreement”) to
      which it is a party and which concerned with each transfer of stocks
      purchased in line with this Contract; and to perform its obligations under
      this Contract and any transfer agreement. This Contract and other transfer
      agreement to which it is a party after being signed shall constitute
      legal, effective and binding obligations, which might be compulsively
      enforced in accordance with its
clauses.

              


      

    

    


    
      
        	
              	
                (2)

              	
                The
      execution and delivery of this Contract or any transfer agreement or the
      performance of obligations under this Contract or any transfer agreement
      shall not: (i) Resulting in violation of any Chinese laws and regulations;
      (ii) Conflicting with its Articles of Association or other constitutive
      documents; (iii) Resulting in violation of any contract or document to
      which it is a party or binding upon itself, or constitute a breach of the
      contract or document to which it is a party or binding upon itself; (iv)
      Resulting in violation of any granted consent or approval and/or any
      continuously valid conditions for such grant; or (v) Resulting in the
      suspension or withdrawal of any consent or approval granted or the
      creation of supplementary
conditions;

              


      

    

    


    
      
        	
              	
                (3)

              	
                All
      parties to Party B shall hold good and salable title with regard to all
      stock rights of Party C, but shall not create any secured interests on the
      above stock rights.

              


      

    

    


    
      
        	
              	
                (4)

              	
                Party
      C has no outstanding liabilities, except (i) liabilities created in the
      process of normal operation; and (ii) liabilities already disclosed to
      Party A and having expressly prior written consent of Party
    A;

              


      

    


    
      
         


      

      
        10

        
          

        

      

      
         


      

    


    
      
        	
              	
                (5) 

              	
                Party
      C shall comply with all laws and regulations that apply to the acquisition
      of stock rights and assets.

              


      

    

    


    
      
        	
              	
                (6) 

              	
                Not
      yet any ongoing, pending or possibly occurring litigation, arbitration or
      administrative proceeding pertaining to the stock rights or assets of
      Party C for the moment.

              


      

    

    


    
      	
              4.

            	
              SPECIAL
      AGREEMENT

            


    

    
      	
               
      

            	
              Party
      B undertakes that with any alternation on proportion of the equity
      interest in Party C held by Party B, this agreement shall be binding on
      all the equity interests in Party
C.

            


    

    


    
      	
              5.

            	
              TAXES

            


    

    
      	
               
      

            	
              All
      taxes arising from the performance of this Agreement will be paid by each
      party respectively.

            


    

    


    
      	
              6.

            	
              BREACH
      OF AGREEMENT

            


    

    


    
      
        	
                6.1 

              	
                If
      Party B or Party C violates this Agreement of its representations and
      warranties in this Agreement, the abiding party may notify the default
      party in writing requesting it to correct its wrongdoings within 10 days
      of receiving the notice, take corresponding measures to effectively and
      timely avoid the damages and to resume performing this Agreement. If there
      are damages, the default party shall compensate the abiding party, causing
      the abiding party to obtain all receivable rights and interests from the
      performance of the
Agreement.

              


      

    


    
      
         


      

      
        11

        
          

        

      

      
         


      

    


    
      
        	
                6.2

              	
                If
      Party B or Party C breaches this Agreement, which causes the other party
      to bear any expenses, liabilities or suffer any losses, and fails to
      remedy such breach within ten (10) days upon the receipt of such notice
      under Article 5.1, the default party shall compensate Party A with respect
      to such expenses, liabilities or losses (including but not limited to the
      interests lost or paid due to the breach and attorney
    fees).

              


      

    

    


    
      	
              7.

            	
              GOVERNING
      LAW AND DISPUTE SETTLEMENT

            


    

    


    
      	
              7.1

            	
              Governing
      Laws

            


    

    This
Agreement shall be governed by the laws of the PRC, including but not limited to
the execution, performance, effect and interpretation of this
Agreement.

    
      	
              7.2

            	
              Friendly
      Consultation

            


    

    The
Parties shall settle the dispute regarding the interpretation or performance of
this Agreement through friendly consultation or mediation by a third party. Any
dispute that failing such consultation or mediation shall be submitted to the
arbitration authority for arbitration within 30 days after the commencement of
such discussions.

    
      	
              7.3

            	
              Arbitration

            


    

    Any
dispute in connection with this Agreement shall be submitted to China
International Trade Arbitration Committee for arbitration in accordance with its
arbitration rules. The arbitration award shall be final and binding on all
Parties to this Agreement.

     

    
      
         


      

      
        12

        
          

        

      

      
         


      

    


    
      	
              8

            	
              CONFIDENTIALITY

            


    

    


    
      	
              8.1

            	
              Confidential
      Information

            


    

    The
contents of this Agreement and the Annexes hereof shall be kept confidential. No
Party shall disclose any such information to any third party (except for the
part agreed upon by the Parties with a prior written agreement).  Each
Party’s obligations under this clause shall survive after the termination of
this Agreement.

    
      	
              8.2

            	
              Exceptions

            


    

    If a
disclosure is explicitly required by law, any courts, arbitration tribunals, or
administrative authorities, such a disclosure by any Party shall not be deemed a
violation of Article 7.1 above.

    


    
      	
              9.

            	
              MISCELLANEOUS

            


    

    


    
      	
              9.1

            	
              Entire
      agreement

            


    

    The
Parties hereby agree that this fair and equitable agreement is executed on the
basis of equality and mutual benefit. This Agreement constitutes the entire
agreement and understanding among the Parties in respect of the subject matter
hereof and supersedes all prior discussions, negotiations and agreements among
them.

    
      	
              9.2

            	
              Notices

            


    

    
      
        	
              	
                9.2.1

              	
                Any
      notices or other correspondences among the Parties in connection with the
      Performance of this Agreement shall be  in writing and be
      delivered in person, by registered mail, prepaid mail, recognized express
      mail or facsimile to the following correspondence
    addresses:

              


      

    

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

    Party
A:    Simlife (Beijing) Science Co.,
Ltd.

    
      Address:
Rm.416
No.18, West Ring South Road, Beijing Economic and Technology Development Zone,
Beijing

    

    Fax:                 85894836

    Tele:                85805125

    Addressee:    
 Chen JunHong

    


    Party
B:

    Shareholder
I, Jia Tao

    Address:
35F, Tengda Tower No.168 Xiwai Street Haidian District, Beijing,
PRC.

    Fax:
85894836

           Tel:
85805125

    Addressee:
Jia Tao

    


    Shareholder
II, Chen JunHong

    Address:
Rm.17, No.442, South Road Siming, Siming District, Xiamen, Fujian,
PRC

    Fax:
86-592-5161130

           Tel:
86-592-5161157

    Addressee:
Chen JunHong

    


    Party C: Xiamen Xinreli
Scientific and Technology Co, Ltd.

    Address:14A,
No.2. Lianqian West Road, Siming Distric.

    Tax:
86-592-5161130

    Tel:
86-592-5161157

    Addressee:
Chen JunHong


    
      
         


      

      
        14

        
          

        

      

      
         


      

    


    
      
        	
              	
                9.3.2

              	
                Notices
      and correspondences shall be deemed to have been effectively
      delivered:

              


      

    

    
      	
               
      

            	
              9.3.2.1

            	
              At
      the exact time displayed in the corresponding transmission record, if
      delivered by facsimile, unless such facsimile is sent after 5:00 pm or on
      a non-business day in the place where it is received, in which case the
      date of receipt shall be deemed to be the following business
      day;

            


    

    
      	
               
      

            	
              9.3.2.2

            	
              On
      the date that the receiving Party signs for the document, if delivered in
      person (including express mail);

            


    

    
      	
               
      

            	
              9.3.2.3

            	
              On
      the fifteenth (15th) day after the date shown on the registered mail
      receipt, if sent by registered
mail;

            


    

    
      	
              9.4

            	
              Binding
      Force

            


    

    This
Agreement shall be binding on the Parties.

    
      	
              9.5

            	
              Language
      and Counterparts

            


    

    
      This
Agreement shall be executed in 3 originals in Chinese, with each party holding
one copy.

    

    
      	
              9.6

            	
              Days
      and Business Day

            


    

    A
reference to a day herein is to a calendar day. A reference to a business day
herein is to any day from Monday through Friday in a week.

    
      	
              9.7

            	
              Headings

            


    

    The
headings contained herein are inserted for reference purposes only and shall not
affect the meaning or interpretation of any part of this Agreement.

    
      	
              9.8

            	
              Supplementary
      articles

            


    

    
      The
obligations, undertakings and liability under this Agreement to Party B shall be
seperately  collectively and jointly. To be concerned of Party A, any
party’s breach of the authorized party shall be deemed automatically the breach
of the authorized party.

    


    
      
         


      

      
        15

        
          

        

      

      
         


      

    


    
      
        	
                9.9

              	
                Party
      B undertakes that with any alternation in proportion of the equity
      interest in Party C held by Party C, this Agreement shall be binding on
      Party B, and all the equity interest in Party C held by Party B shall be
      bound by this Agreement.

              


      

    

    
      	
              9.10

            	
              Unspecified
      Matters

            


    

    Any
matter not specified in this Agreement shall be handled through discussions
among the Parties and resolved in accordance with PRC laws.



    
      
         


      

      
        16

        
          

        

      

      
         


      

    


    [No text
on this page. Only for signature]

    


    Party A: Simlife (Beijing)
Science Co., Ltd.

    Authorized
Representative:  (Signature) (Seal)

    


    Party
B:

    Jia
Tao

    


    Chen
JunHong

    /s/ Chen
JunHong

    


    Party C: Xiamen Xinreli
Scientific and Technology Co, Ltd.

    
      Authorized
Representative:  (Signature)
(Seal)

    


    
      
         


      

      
        17

        
          

        

      

      
         


      

    


    Appendix
I: Equity Transfer Agreement

    Equity
Transfer Agreement

    


    This
Equity Transfer Agreement (hereinafter referred to as the “Agreement”) was
signed on [●] by and
between:

    


    Party A
Simlife (Beijing) Science Co., Ltd.

    Address:
35th Floor, Tengda Building, No. 168, Xizhimenwai Avenue, Beijing,
China

    


    Party
B

    Jia
Tao

    Shareholder
1, ID No.:

    Address:
Room 409, No. 267, West Hexiang Street, Siming District, Xiamen City, Fujian
Province, China

    Shareholder
2, ID No.:

    Chen
JunHong

    Address:
Room 616, Tower A, COFCO Plaza, No. 8, Jianguomennei Avenue, Beijing,
China

    


    Party C:
Xiamen Xinreli Scientific and Technology Co, Ltd.

    Address:
14A, Lianfu Building, No. 2, West Lianqian Road, Xiamen, China

    


    Party A,
Party B and Party C hereof are referred to as a “Party” individually, and
“Parties” collectively.

    


    Whereas:

     

    
      
         


      

      
        18

        
          

        

      

      
         


      

    


    
      	
              1.

            	
              Party
      A is a wholly foreign owned company registered and valid existing in the
      PRC.

            


    

    


    
      	
              2.

            	
              Party
      C is a completely domestic-funded company registered in Beijing of China.
      At present, Shareholder 1 of Party B holds 80% equity in Party C, and
      Shareholder 2 of Party B holds 20% equity in Party B (hereinafter referred
      to as “Related Equity”);

            


    

    


    
      	
              3.

            	
              Party
      B is willing to transfer all or part of its equity in Party C to Party A
      or the third party designated by Party A when Party A or the third party
      hereby exercise its option, in accordance with the provisions of Option
      Agreement signed between Party A and Party B as the date of June 29, 2009
      ( “Equity Transfer”).

            


    

    


    Therefore,
Parties reached the following agreements upon consensus:

    


    
      	
              1.

            	
              Equity
      Transfer

            


    

    


    
      	
               
      

            	
              1.1

            	
              Party
      B is willing to transfer the Related Equity to Party A, and Party A is
      willing to accept such transfer. Upon the completion of the transfer,
      Party A will hold 100% equity in Party
C.

            


    

    


    
      	
               
      

            	
              1.2

            	
              Party
      A shall, as per Clause 2, pay RMB      in
      total to Party B as the consideration of the Equity
    Transfer.

            


    

     

    
      
         


      

      
        19

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              1.3

            	
              Party
      B agrees the Equity Transfer action under this Clause; is willing to and
      will cause other shareholders of Party C (except Party B) be willing to
      sign necessary documents including the Resolution of the General Meeting
      of Shareholders and the letters of waiving pre-emption right of Related
      Equity; and is willing to and will assist in performing other necessary
      formalities of Equity Transfer.

            


    

    


    
      	
               
      

            	
              1.4

            	
              Party
      B and Party C shall, respectively and collectively, be responsible for
      taking necessary actions, including but not limited to signing the
      Agreement, adopting the Resolution of the General Meeting of Shareholders,
      amendments to the Articles of Association, etc, in order to realize Equity
      Transfer from Party B to Party A; and shall be responsible for completing
      all governmental approvals or business registration and filing within ten
      working days upon the signing hereof under the provisions of Option
      Agreement, in order to make Party A the registered owner of Related
      Equity.

            


    

    


    
      	
              2.

            	
              Payment
      of the Transfer Price

            


    

    


    
      	
               
      

            	
              2.1

            	
              Party
      A shall, within five working days upon the execution of this Agreement,
      pay      to Chen JunHong; within five
      working days upon the completion of all registration and filing
      formalities concerning Equity Transfer, pay
      RMB   to  , and RMB    to
      Chen JunHong.

            


    

    


    
      	
               
      

            	
              2.2

            	
              Party
      B shall give a receipt for every payment as described in Article 2.1
      within five (5) days after it has received such
  payment.

            


    

    


    
      	
              3.

            	
              Declaration
      and warranties

            


    

    


    
      	
               
      

            	
              3.1

            	
              Declaration
      and warranties of Parties hereof respectively are as
    follows:

            


    

     

    
      
         


      

      
        20

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (a)

            	
              The
      Party is a legitimately established and validly existing company or an
      individual with full civil capacity who has complete authority and
      capacity to sign and implement the Agreement, and other documents related
      with the Agreement in order to realize the purposes
  hereof;

            


    

    


    
      	
               
      

            	
              (b)

            	
              The
      Party has taken, or will take all necessary actions, to properly and
      validly authorize the signing, delivery and implementation of the
      Agreement and all other documents related with the transaction hereunder;
      and such signing, delivery and implementation shall not violate any
      related laws, regulations and government rules, and shall not infringe the
      legal interests and rights of any third
parties.

            


    

    


    
      	
               
      

            	
              3.2

            	
              Party
      B and Party C, respectively and collectively, declare and warrant to Party
      Aas follows:

            


    

    


    
      	
               
      

            	
              (a)

            	
              Party
      B legally and validly holds 100% equity in Party C at present; The
      acquisition and possession of the above 100% equity held by Party B does
      not have any violation to any laws, governmental regulations and benefits
      and rights of any third party.

            


    

    


    
      	
               
      

            	
              (b)

            	
              Party
      C is a limited liability company properly established and validly existing
      under the laws of China. It has complete capacity for rights and capacity
      for actions; has the right to own, treat and operate its assets and
      businesses, as well as carry out the ongoing or planned businesses. Party
      C has obtained all permits, qualification certificates or other
      governmental approvals, authorizations, registrations or filing
      formalities for all businesses specified in its business
      license;

            


    

     

    
      
         


      

      
        21

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (c)

            	
              Party
      C’s actions from the date of execution has not any violation to any laws
      or governmental regulations;

            


    

    


    
      	
               
      

            	
              (d)

            	
              The
      equity held by Party B in Party C does not have any security interests or
      any third party interest;

            


    

    


    
      	
               
      

            	
              (e)

            	
              The
      Party does not omit the provision of any document or information related
      to Party C or the businesses of Party C to Party A that may influence the
      decision of Party Aon signing
hereof;

            


    

    


    
      	
               
      

            	
              (f)

            	
              Before
      the completion of the Equity Transfer, the Party will not, in the form of
      any feasance or nonfeasance, authorize or cause the issuance of or
      commitment to issuing new equity on the date of signing hereof, except
      those that have been issued; and will not change, in any form, the
      registered capital or the shareholder structure of Party
  C.

            


    

    


    
      	
              4.

            	
              Entering
      into Force and Term of Validity

            


    

    


    The
Agreement shall be signed and immediately come into force on the date indicated
at the beginning hereof.

     

    
      
         


      

      
        22

        
          

        

      

      
         


      

    


    
      	
              5.

            	
              Settlement
      of Disputes

            


    

    


    In the
case of disputes concerning the explanation and implementation of articles
hereunder, Parties shall settle such disputes in good faith upon negotiation. If
Parties fail to reach an agreement concerning the settlement thereof within 30
days upon the day when one Party requests to settle the disputes upon
negotiation, any Party can submit such disputes to China International Economic
and Trade Arbitration Commission (Beijing) for arbitration as per the prevailing
arbitration rules. The location of the arbitration shall be Beijing, and the
language used in the arbitration shall be Chinese. The arbitration award shall
be final, binding on both parties.

    


    
      	
              6.

            	
              Applicable
      Laws

            


    

    


    The
effect, explanation and implementation shall be governed by the laws of
China.

    


    
      	
              7.

            	
              Modification
      and Supplementation

            


    

    


    The
modifications and supplementations to the Agreement by Parties shall be in
writing agreement. The amendment agreement and supplementation agreement related
herewith duly signed by Parties are integral parts of the Agreement, and shall
have the same legal effect as the Agreement.

     

    
      
         


      

      
        23

        
          

        

      

      
         


      

    


    
      	
              8.

            	
              Severability

            


    

    


    
      	
               
      

            	
              If
      any term hereunder is invalid or unenforceable due to inconsistence with
      relevant laws, such terms shall be invalid or unenforceable within the
      jurisdiction of certain laws and shall not influence the legal effect of
      other terms hereof.

            


    

    


    
      	
              9.

            	
              Attachment

            


    

    


    Any
attachment hereto is an integral part of the Agreement, and shall have the same
legal effect as the Agreement.

    


    
      	
              10.

            	
              Miscellaneous

            


    

    


    (1) The
Agreement is written in Chinese, and
in    copies.

    


    (2) If
Party A designates any third party to implement options, the references to Party
A herein shall refer to Party A and (or) the third party designed by Party A, as
the case may be.

    


    [The
remainder of this page intentionally left blank]

     

    
      
        
        

      

      
        24

        
          

        

      

      
        
        

      

    

     

    [This
page is the signature page for the Equity Transfer Agreement, no
text]

    


    Party
A:

    (Stamp)

    


    Party
B:

    


    Jia
Tao

    /s/ Jia
Tao

    


    Chen
JunHong

    


    Party C:
Xiamen Xinreli Scientific and Technology Co, Ltd.

    (Stamp)

     

    
      
         


      

      
        25