**EXHIBIT 10.15**

ShanghaiState Owned Land Use Right Sales Contract

Hu Pu Fang Di (2006)Sales Contract No. 131

Pudong New DistrictConstruction and Transportation Commission

December 31, 2006

ShanghaiState Owned Land Use Right Sales Contract

**Seller: The Construction and TransportationCommission of the Pudong New District, Shanghai, Legal Representative: MinShilin (hereinafter, Party A)**

**Buyer: Shanghai OmniVision IC Design Co. Ltd.,Legal Representative: He Xinping (hereinafter, Party B)**

Subjectto the Land Administration Law of the People’s Republic of China, the Urban RealEstate Administration Law of the People’s Republic of China, the Provisional Regulationon the Sale and Transfer of the Urban and Township State Owned Land Use Rightof the People’s Republic of China, Shanghai Ordinance on the Land Use RightSales, and other laws and regulations, both parties agree as follows:

**Article I                **The ownershipof the land under the Land Use Right (LUR) sales belongs to the People’sRepublic of China.  The state and itsgovernments shall have over such land all jurisdictional and administrativepowers according to law, all rights and powers that are exercisable by thestate according to law, and all rights and powers that are exercisable for thebenefit of the public interest.  Theunderground minerals, resources, buriers and public utilities etc. are excludedfrom the LUR sale.

**Article II              **PartyA hereby sells to Party B the parcel of land *as-is*located at No. 10 Street, Parcel 61/1, Town of Zhang Jiang, Pudong New District,Shanghai, the total area of which is 29,964.7 square meters.  The area, location and boundaries areindicated in the attached survey map, which has been confirmed and signed byboth Parties.

 

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The LUR under this contract shall be used for:industrial use.  The term for the LURshall be 50 years (the “Term”), starting from the effective date of this contract.

**Article III             **Thesales price for the LUR under this contract shall be RMB **¥**4,794,352 (say, Four Million Seven Hundred Ninety Four Thousand Three HundredFifty Two Yuan RMB).  Foreign investor ofParty B shall pay in *Renminbi* currencyconverted from the foreign currency, subject to the state foreign exchangeregulations.

During the Term of the land use, Party B shall pay to the LandAdministration Bureau of the Pudong New District, Shanghai an annual land usefee equal to One RMB Yuan per square meter.

**Article IV             **Within15 days after the effective date of this contract, i.e., before January 15,2007, Party B shall pay to the Shanghai Housing and Land ResourcesAdministration Bureau a security deposit of RMB **¥**1,794,352 (say, One Million Seven Hundred Ninety Four Thousand Three HundredFifty Two Yuan RMB), which deposit shall be a part of the sales price.

Within60 days after the effective date of this contract, i.e., before February 28,2007, Party B shall pay to the Shanghai Housing and Land ResourcesAdministration Bureau the sales price balance of RMB **¥**3,000,000 (say, Three Million Yuan RMB).

**Article V              **PartyB must pay the sales price (inclusive of the deposit, same below) in time andfull amount in accordance with this contract. If Party B requests an extension to pay for the sales price,  Party B shall submit a written application tothe Shanghai Housing and Land Resources Administration Bureau prior to theprovided due date, and subject to the approval of extension by the ShanghaiHousing and Land Resources Administration Bureau, Party B shall pay a late feeequal to one-thousandth of the sales price per day past the due date; in theevent that Party B fails to apply for the extension, fails to obtain approvalfor the extension, or fails to pay off the sales price in time with no specialreasons, among others, Party B shall be liable for a late fee equal tothree-thousandth of the sales price per day.

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In the event of the following, Party A is entitled toterminate this contract and liquidation damages, and Party B will forfeit theamounts already paid for the sales price:

1.         PartyB fails to pay the sales price in time or in full amount without applying tothe Shanghai Housing and Land Resources Administration Bureau for an extension,which failure continues over 90 days;

2.         PartyB fails to obtain the approval for extension, and the payment is delayed over90 days;

3.         Afterobtaining approval for the extension, Party B still fails to pay in time or infull amount.

**Article VI             **AfterParty B has paid off the sales price in accordance with this contract, Party Bshall file the LUR for the initial registration at the Real Estate RegistrationOffice of Pudong New District, pursuant to the relevant real estateregistration regulations of Shanghai.

**Article VII           **Duringthe Term of the land use, Party B shall develop and utilize the land inaccordance with the permitted use provided in this contract and the attached “Conditionsof Use of the State Owned Land at No. 10 Street, Parcel 61/1, Town of ZhangJiang, Pudong New District, Shanghai” (hereinafter “Conditions of Use”).  In the event that Party B requests any changeto the Conditions of Use, Party B shall, subject to the approvals required byrelevant laws, obtain the consent from Party A, amend this contract, adjust thesales price, and file the real estate registration.

**Article VIII          **TheShanghai Government reserves the right to make and adjust the zoning plans tothe land under this contract.  During theTerm of the land use, any change, expansion or rebuild to the buildingsconstructed pursuant to the Conditions of Use, or at the expiration of the Term,the LUR extension, shall be subject to the then effective zoning requirements.

**Article IX             **Party B shall start the construction in accordance with the permitted use andthe commencement date prescribed in this contract.  Failure to start the construction by thecommencement date will be subject to a idle-land fee to be assessed by the realestate administration, up to forfeiture of the LUR, pursuant to the Urban Real

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EstateAdministration Law of the People’s Republic of China, Regulations on the Urban RealEstate Development and Operation Management, as well as other applicable lawsand regulations, and the provisions set forth in Section 3.2 of the Conditionsof Use.

IfParty B has started the construction by the commencement date, but theconstructed area fails to reach one-third of the total area of the land or theinvested amount fails to reach 25% of the total required investment, and theconstruction is suspended for over one year without permission, the land shallbe deemed idled, and be subject to the idle-land fee to be assessed by the realestate administration authority, up to forfeiture of the LUR.

**Article X              **IfParty B is unable to complete construction due to its own reason:

1.         toterminate the construction, Party B shall apply to Party A for termination ofthis contract and for return of the land; subject to the approvals of zoning,land administration, construction authorities of the government, the Partiesshall terminate this contract, and Party A will take back the LUR.  The payment made by Party B for the LUR salesprice, net of the deposit, idle-land fees, and other applicable fees, will bereturned to Party B (principal only, without accrual of interest).

2.         to reducethe investment, provided that the land is suitable for subdivision, so that theunused portion of the land is re-developable after such division, Party B shallapply 90 days prior to the completion of the construction to Party A for theadjustment of land area; subject to the approval of zoning, landadministration, construction authorities of the government, the Parties mayreenter into the contract to amend the land area, the sales price, the land useconditions, and so on, and Party A will take back the LUR of the reducedportion.  The sales price for the LURpaid by Party B, net of the deposit, idle-land fees, and other applicable fees,will be returned to Party B (principal only, without accrual of interest).

**Article XI             **Within60 days after completion of the construction, Party B shall submit all records,and the final acceptance and audit reports of the construction project to PartyA for review and examination of the actual total investment, per-unitinvestment and other criteria in light of those set forth in Section 1.4 of theConditions of Use.

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Failureto meet the total investment and per-unit investment criteria shall be deemed abreach of this contract, and Party A will be entitled to the defaulting fee,and in addition, require Party B to continue performance.

**Article XII           **Ifthe fixed assets investment or per-unit investment does not meet the requirementsof Section 1.4 of the Conditions of Use, Party A will be entitled to thedefaulting fee equal to the sales price times proportional to which the shortinvestment is of the required investment.

**Article XIII          **Ifthe constructed area, the building density, or other index fails to meet the requirementsin Section 1.3 of the Conditions of Use, Party A will be entitled to thedefaulting fee equal to the sales price proportional to which the discrepancyis of the required standards.

**Article XIV          **Ifthe green area, administration building or living services facility exceeds therequirements in Section 1.5 and 1.6 of the Conditions of Use, Party A will beentitled to the defaulting fees equal to 20 percent of the sales price, andrequire Party B to deconstruct such green areas and buildings.

**Article XV           **AfterParty B has paid off the sales price in accordance with this contract,registered the LUR and obtained the certificate of title to the buildings,Party B may transfer, lease and set collateral on the LUR under this contractaccording to the law.  During the Term ofthe land use, Party A shall have the right to examine and oversee the land use,transfer, lease, and collateral.

Theinitial transfer of the LUR and the construction projects may only occur afterthe investment for the construction of the buildings on the land has satisfiedall the requirements set forth in the “Shanghai Real Estate TransferProvisions.”  Prior to the satisfactionof the foregoing condition, Party B may not transfer the LUR, or change thename or the capital structure of the buyer.

Therights and obligations set forth in this contract shall be transferred alongwith the initial or subsequent transfer of the LUR; after the transfer, theterm of the LUR shall be the remainder of the Term as of the transfer.

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**Article XVI          **Solong as the capital structure of the buyer does not change, if Party B getsapproval after execution of this contract to set up a land development company,then Party B shall enter into a supplementary agreement with Party A to changethe name of the buyer, which may apply for or change in the name of such companythe certificate of title and other real estate registrations.

Ifthere are provisions otherwise set forth in the bidding, listing or auction ofthe land, such provisions shall prevail.

**Article XVII        **Duringthe Term of this contract, Party A may not rescind the LUR legally acquired byParty B.  Under special circumstance, ifthe public interest requires early rescission of the LUR, Party A shall haveobtained the approvals according to laws. Party B is entitled to proper compensation for the early terminationbased on such factors as the years remaining the Term, the development of land,among others.

**Article XVIII       **Priorto the expiration of the Term, in order for Party B to continue the LUR, PartyB must apply to Party A for renewal no later than one year in advance of theexpiration. If Party A agrees to the renewal, Party B shall register the LURextension pursuant to relevant provisions, and sign a new LUR sales contractwith Party A, and pay for the sales prices.  If Party B fails to apply for the renewal or if the application isdenied, Party B shall return the land to Party A or the comparable landadministration authority of the government, and register for the expiration ofthe LUR.

**Article XIX          **IfParty A breaches this contract, Party B may request Party A for correctionwithin a certain period of time, and if Party A remains in default, Party B mayterminate this contract and ask for damages.

IfParty B breaches this contract, Party A may request Party B for correctionwithin a certain period of time, and if Party B remains in default, Party A mayterminate this contract and ask for damages.

**Article XX           **Theattached “Conditions of Use of the State Owned Land at No. 10 Street, Parcel61/1, Town of Zhang Jiang, Pudong New District, Shanghai” (hereinafter “Conditionsof Use”) is a part of this contract, having the same legal force and effect asthis contract.

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**Article XXI          **Theformation, construction, performance and dispute resolution of this contractshall apply the laws of the People’s Republic of China and local rules andregulations of Shanghai.   Any disputearising out of this contract shall be negotiated by both parties; and if suchnegotiation fails, shall be resolved in accordance with the second option setforth below:

1.                    througharbitration at applicable arbitration tribunal;

2.                    bylitigation at the people’s court according to law.

**Article XXII        **Thiscontract and attached Conditions of Use consist of total 11 pages, written inChinese.  If the contract is written inChinese and other languages, the Chinese version shall be controlling.

Theamount in the contract is written in both numeric and descriptive forms, andboth shall be consistent; in case of any discrepancy, the descriptive formshall prevail.

Thiscontract may not be changed by handwriting. The contract shall be made in four copies, each of equal legal force andeffect.  The parties hereto shall eachhold one copy, and one shall be submitted to real estate administrationauthority for registration.

**Article XXIII       **Thiscontract is made into on December 31, 2006 in Shanghai, People’s Republic ofChina.

**Article XXIV       **TheParties may enter into supplementary agreements for the matters not addressedherein.   
| Party A: The Construction  and Transportation Commission of the Pudong New District, Shanghai 

Legal Representative  or authorized

person: Min Shilin

Address: No.  2001 Century 

Boulevard,  Pudong New District, 

Shanghai 

Tel: 50614610 -  82084 

Fax: |   | Party B:  Shanghai  OmniVision IC Design

Co. Ltd. 

Legal Representative or  authorized person: 

Huai Lihua 

Address: Rm 402, No.  88, Lane 887,

ZuChongZhi Road, Pudong  New 

District, Shanghai 

Tel: 61055100 - 132 

Fax: 61055101 |
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

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**Conditions of Use ofthe State Owned Land at No. 10 Street, Parcel 61/1, Town of Zhang Jiang,  Pudong New District, Shanghai**

The Conditions of Use of the State Owned Land at No. 10 Street, Parcel61/1, Town of Zhang Jiang, Pudong New District, Shanghai (“Conditions of Use”)are specified as following:

**1****                                         Conditionsof the Land Use**

PartyB shall develop and use the land on the following conditions:

1.1           Permitteduse: industry and scientific research

1.2           Term:  50 years, from the effective date of thecontract.

1.3           Permittedconstructed areas: no greater than 15,000 square meter per hectare; and nosmaller than 6,000 square meter per hectare;

1.4           Investmentintensity:  the total investment underthe contract shall be no less than ¥ 230 million RMB as approved or filed; perunit investment shall be no less than ¥ 7.66 billion RMB per square kilometer.

1.5           PartyB may not build residential suites, expert suites, hotels, recreational or trainingcenter etc on the land.

1.6           Greenarea coverage: no less than 25% of the total area but no greater than 30%.

1.7           Parking:subject to the “Shanghai Parking Lots (Parking Garages) Standards (DBJ08-7-90).”

1.8           Othercriteria shall conform to the approved zoning documents of the Pudong NewDistrict, Shanghai.

1.9           Allbuildings on the land must satisfy the requirements of the “Shanghai UrbanZoning Administration Technical Specifications.”

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**2****                                         UrbanConstruction Management**

2.1           Theconstruction on this land by Party B shall be subject to the relevant State andShanghai provisions relating to the plantation, metro-aesthetics, sanitation,environment protection, fire-brigade safety, traffic management and designs,construction work, and other aspects of the urban construction management.

2.2           PartyB shall allow the pipes and pipelines of the government to pass through oracross the land for the public benefit. If the buildings and the attachments thereto are damaged as a result ofsuch, Party B is entitled to compensation from responsible units of the governmentin accordance with the laws.

2.3           PartyB shall ensure that the personnel, vehicles and equipment of the public safety,fire-fighting, and medical rescue or other units of the government to enterinto the land for the emergency rescues or for the performance of the duties.

2.4           PartyB shall be liable for the losses to the State or individuals as a result of theharm on the land to the environment and neighboring facilities.

**3****                                         ConstructionManagement**

3.1       Party Bshall commence the construction prior to June 30, 2007 and finish

by June 30, 2009.

3.2       IfParty B cannot commence the construction according to the time set forth inSection 3.1, Party B shall apply at least 30 days in advance to Party A withpersuasive reasons for postponement, provided that the postponement may notexceed one year.  Subject to the approvalby Party A of the postponement, the project finish date may be postponedaccordingly.

3.3       IfParty B fails to commence or finish the construction pursuant to Section 3.1,or fails to commence or finish the construction as postponed pursuant toSection 3.2, then Party B shall pay Party A for a late fee equal to 3% of thesales price per day.

Unlessotherwise agreed by Party A, failure to commence the construction within 1 yearafter the commencement date set forth in Section 3.1 shall be subject to theidle-land fee pursuant to Article IX of the Contract; if such failure continuesfor 2 years, the LUR will be forfeited, together with all buildings andattachment thereto on the land, by the land administration authority with nocompensation whatsoever, unless the delay or 

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failure is caused by *force majeure*, government action or any necessary work forthe initial development.

3.4           Party B may not occupy the landoutside the boundaries of the land without permission.  Party B must apply for temporary use permitfor any use of such land; or otherwise will be liable for illegal occupation ofthe land.

**4****                                         BoundaryPole Setting and Marking**

4.1       Party Asets up the poles at all turning points of the boundary lines according to thered lines of survey map.  Party B shalltake effective measures to protect such poles. If the poles are moved or damaged, Party B shall report immediately toParty A, and apply for the new survey and boundary setup.

4.2       If thepoles are missing, moved, or damaged, Party B shall pay for the costs for thenew survey and pole setting.

**5****                                         PublicUtility and Housing Removing**

5.1       Party Bis responsible, at its own expense, for setting up the suitable utilities.

5.2       Party Bor its contractors shall be responsible, at their own costs, for the timelyrepair or recovery of the damages caused by the construction work to theditches, drains, cables, and other lines or pipes as well as buildings on thesurrounding areas.

5.3       Duringthe Term of the land use, Party B shall protect the public utilities on theland (including the ground level monitoring facilities) from damages; in caseof damages, Party B shall be liable for the costs of repair.

5.4       Usersof the adjacent lands shall be jointly responsible for the maintenance andmanagement of the common pathways and facilities of such neighboring lands,with costs shared.

**6****                                         LURTransfer, Lease and Collateral**

6.1       The LURmay not be transferred or leased if the land is not developed or utilized inaccordance with the contract and the Conditions of Use.

6.2       The LURand all the buildings on the land may be transferred legally if the landconstruction has met the requirements of Article XV of the Contract.

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6.3       The LURof the land may be used as collateral in accordance with the provisions of therelevant laws and regulations as well as the Shanghai Real Estate CollateralProvisions, etc.  Prior to the completionof the building construction, the collateral loans must be used for thedevelopment and construction of the land. When the LUR is in collateral, all the buildings and attachments thereofare also subject to the collateral.

6.4       Theadvance sales, sales, lease or give-away of the buildings shall be compliantwith the laws and regulations as well as the Shanghai Real Estate RegistrationRegulations, Shanghai Real Estate Transfer Regulations, Shanghai Housing LeaseRegulations and other relevant provisions of the Shanghai Housing and LandResources Administration Bureau.

**7****                                         BuildingMaintenance, Repair, Change and Reconstruction**

7.1       Duringthe Term of the land use, Party B shall ensure, at its own cost, that all thebuildings and other facilities constructed and to be constructed in good andusable conditions.

7.2       Duringthe Term of the land use, without approval of Party A, Party B may notdeconstruct, change or reconstruct the public utilities and buildings on theland.

 

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