SHARE
        AND WARRANT CANCELLATION AGREEMENT

       

      THIS
        SHARE AND WARRANT CANCELLATION AGREEMENT (this “Agreement”)
        is
        made and entered into as of this 25th day of July, 2008 by and between SRKP
        19,
        Inc., a Delaware corporation (“SRKP
        19”)
        and
        the stockholders of SRKP 19, as set forth on Schedule
        I
        attached
        hereto (such stockholders collectively referred to herein as the “Stockholders”).
        Capitalized terms used herein and not otherwise defined herein shall have
        the
        meanings ascribed to them in the Exchange Agreement (as hereinafter
        defined).

       

      RECITALS

       

      WHEREAS,
        SRKP 19, NIVS Holding Company Limited, a British Virgin Islands corporation
        ("NIVS"),
        and
        all of the shareholders of NIVS entered into a Share Exchange Agreement,
        dated
        as of June 27, 2008, as amended on the date hereof (the “Exchange
        Agreement”),
        a
        copy of which is attached hereto as Exhibit
        A;
        

      


      WHEREAS,
        pursuant to the terms of the Exchange Agreement, and as a condition to the
        completion of the transactions contemplated by the Exchange Agreement, SRKP
        19
        agreed to enter into an agreement with the Stockholders to cancel (i) an
        aggregate of 4,756,390 shares of SRKP 19 common stock held by such Stockholders
        (the “Shares”),
        as
        such Shares are more particularly set forth on Schedule
        I
        attached
        hereto, and (ii) an aggregate of 6,149,723 warrants to purchase shares of
        SRKP
        19 common stock held by such Stockholders (the “Warrants”),
        as
        such Warrants are more particularly set forth on Schedule
        II
        attached
        hereto; and

      


      WHEREAS,
        the Stockholders acknowledge that they would benefit from the completion
        of the
        transactions contemplated by the Exchange Agreement.

      


      NOW,
        THEREFORE, for and in consideration of the execution and delivery of the
        Exchange Agreement, and the payment of good and valuable consideration pursuant
        to the Exchange Agreement, the receipt and sufficiency of which is hereby
        acknowledged, SRKP 19 and the Stockholders, each intending to be legally
        bound
        by this Agreement, hereby agree as follows:

      


      AGREEMENT

       

      1.
        DUTIES

       

      1.1
        Rights
        and Obligations of the Parties.
        The
        parties shall be entitled to such rights and shall perform such duties as
        set
        forth herein. In the event that the terms of this Agreement conflict in any
        way
        with the provisions of the Exchange Agreement, the Exchange Agreement shall
        control.

       

      1.2
        Cancellation
        of Shares and Warrants.
        On the
        Closing Date of the Exchange Agreement, the Shares and the Warrants shall
        be
        deemed automatically cancelled. The Stockholders agree to execute any and
        all
        documents, including, but not limited to, stock powers for the stock
        certificates representing the Shares, as SRKP 19 reasonably determines necessary
        to effect the cancellation of the Shares and the Warrants pursuant to the
        terms
        of this Agreement. 

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      2.
        DIVIDENDS; VOTING RIGHTS; STOCK SPLITS

       

      2.1
        Cash
        Dividends; Voting Rights.
        Prior
        to the Closing of the Exchange Agreement, the Stockholders shall have rights
        to
        cash or stock dividends with respect to the Shares and the Warrants, if any,
        and
        have rights to vote their respective Shares, if any such matter requiring
        stockholder approval shall arise.

      


      2.2
        Stock
        Splits; Stock Dividends.
        In the
        event of any stock split or other similar transaction with respect to SRKP
        19
        common stock that becomes effective prior to the Closing of the Exchange
        Agreement, the additional shares or warrants issued with respect to the Shares
        or the Warrants shall be similarly cancelled.

       

      3.
        MISCELLANEOUS

       

      3.1
        Transferability.
        None of
        the rights and obligations of the Stockholders hereunder shall be
        transferable.

       

      3.2
        Notices.
        Any
        notices or other communications required or permitted under this Agreement
        shall
        be in writing and shall be sufficiently given if sent by (i) registered or
        certified mail, postage prepaid, addressed as follows, (ii) facsimile to
        the
        facsimile numbers identified below or (iii) overnight courier (such as UPS
        or
        FedEx), addressed as follows:

       

      If
        to
        SRKP 19:

       

      SRKP
        19,
        Inc.

      4737
        North Ocean Drive, Suite 207

      Lauderdale
        by the Sea, FL 33308

      Attention:
        Richard Rappaport

      Telecopy
        No.: (310) 843-9304

      


      If
        to the
        Stockholders:

      


      to
        the
        address set forth next to the name of each of the Stockholders in Schedule
        I.

      


      or
        such
        other person or address as shall be furnished in writing by any of the parties
        and any such notice or communication shall be deemed to have been given as
        of
        the date so mailed.

       

      3.3
        Construction.
        The
        validity, enforcement and construction of this Agreement shall be governed
        by
        the laws of the State of Delaware, regardless of the laws that might otherwise
        govern under applicable principles of conflicts of laws thereof.

       

      3.4
        Binding
        Effect.
        This
        Agreement shall be binding upon and inure to the benefit of the parties hereto
        and their respective heirs, legatees, assigns and transferees, as the case
        may
        be. 

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      


      3.5
        Severability.
        If any
        provision or section of this Agreement is determined to be void or otherwise
        unenforceable, it shall not affect the validity or enforceability of any
        other
        provisions of this Agreement which shall remain enforceable in accordance
        with
        their terms.

       

      3.6
        Interpretation.
        The
        headings and subheadings contained in this Agreement are for reference only
        and
        for the benefit of the parties and shall not be considered in the interpretation
        or construction of this Agreement. This Agreement shall be construed and
        interpreted without regard to any rule or presumption requiring that it be
        construed or interpreted against the party causing it to be
        drafted.

       

      3.7
        Execution
        in Counterparts.
        This
        Agreement may be executed in any number of counterparts (including facsimile
        counterparts), each of which shall be deemed to be an original, but all of
        which
        together shall constitute one and the same instrument.

       

      3.8
        Amendments.
        This
        Agreement may be amended from time to time but only by written agreement
        signed
        by all of the parties hereto.

       

      3.9
        Entire
        Agreement. This
        Agreement constitutes the entire understanding and agreement of the parties
        relating to the subject matter hereof and supersedes any and all prior
        understandings, agreements, negotiations and discussions, both written and
        oral,
        between the parties hereto with respect to the subject matter
        hereof.

       

      [Signatures
        appear on following page]

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

       

      IN
        WITNESS WHEREOF, the parties have executed this Share and Warrant Cancellation
        Agreement as of the day and year first above written.

      

        
          	
                  SRKP
                    19, INC.

                	 	
                  STOCKHOLDERS

                
	 	 	 
	
                  By: 

                	
                  /s/
                    Richard Rappaport

                	 	
                  /s/
                    Debbie Schwartzberg

                
	
                  Name:   Richard
                    Rappaport

                	 	
                  Debbie
                    Schwartzberg

                
	
                  Title:    
                    President

                	 	 
	 	 	
                  /s/
                    Thomas Poletti

                
	 	 	
                  Thomas
                    Poletti

                
	 	 	 
	 	 	
                  /s/
                    Richard Rappaport

                
	 	 	
                  WestPark
                    Financial Services, LLC

                
	 	 	
                  By:
                    Richard Rappaport

                
	 	 	
                  Its:

                
	 	 	 
	 	 	
                  /s/
                    Richard Rappaport

                
	 	 	
                  Richard
                    Rappaport

                
	 	 	 
	 	 	
                  /s/
                    Anthony Pintsopoulos

                
	 	 	
                  Anthony
                    Pintsopoulos

                
	 	 	 
	 	 	
                  /s/
                    Richard Rappaport

                
	 	 	
                  Amanda
                    Rappaport Trust

                
	 	 	
                  By:
                    Richard Rappaport

                
	 	 	
                  Its:
                    Trustee

                
	 	 	 
	 	 	
                  /s/
                    Richard Rappaport

                
	 	 	
                  Kailey
                    Rappaport Trust

                
	 	 	
                  By:
                    Richard Rappaport

                
	 	 	
                  Its:
                    Trustee

                
	 	 	 
	 	 	
                  /s/
                    Kevin DePrimio

                
	 	 	
                  Kevin
                    DePrimio

                
	 	 	 
	 	 	
                  /s/
                    Jason Stern

                
	 	 	
                  Jason
                    Stern

                


        

      

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      


      Schedule
        I

      


      Stockholders
        of SRKP 19, Inc.

      


      
        	 	 	
                Stockholder

              	 	
                Shares to be

                cancelled per the

                terms of this

                Agreement

              	 	
                Pre-Closing Shares

              	 	
                Post-Closing Shares

              	 
	
                1.

              	 	
                Debbie
                  Schwartzberg

                785
                  5th Avenue , Apt 10C 

                New
                  York, NY 10022

              	 	
                804,306

              	 	
                1,200,000

              	 	
                395,694

              	 
	 	 	 	 	 	 	 	 	 	 
	
                2.

              	 	
                Thomas
                  Poletti

                1900
                  Avenue of the Stars, Suite 310

                Los
                  Angeles, CA 90067

              	 	
                166,474

              	 	
                248,374

              	 	
                81,900

              	 
	 	 	 	 	 	 	 	 	 	 
	
                3.

              	 	
                WestPark
                  Financial Services, LLC

                1900
                  Avenue of the Stars, Suite 310

                Los
                  Angeles, CA 90067

              	 	
                1,859,273

              	 	
                2,773,979

              	 	
                914,706

              	 
	 	 	 	 	 	 	 	 	 	 
	
                4.

              	 	
                Richard
                  Rappaport

                1900
                  Avenue of the Stars, Suite 310

                Los
                  Angeles, CA 90067

              	 	
                761,020

              	 	
                1,135,420

              	 	
                374,400

              	 
	 	 	 	 	 	 	 	 	 	 
	
                5.

              	 	
                Anthony
                  Pintsopoulos

                1900
                  Avenue of the Stars, Suite 310

                Los
                  Angeles, CA 90067

              	 	
                475,639

              	 	
                709,639

              	 	
                234,000

              	 
	 	 	 	 	 	 	 	 	 	 
	
                6.

              	 	
                Amanda
                  Rappaport Trust

                1900
                  Avenue of the Stars, Suite 310

                Los
                  Angeles, CA 90067

              	 	
                214,038

              	 	
                319,338

              	 	
                105,300

              	 
	 	 	 	 	 	 	 	 	 	 
	
                7.

              	 	
                Kailey
                  Rappaport Trust

                1900
                  Avenue of the Stars, Suite 310

                Los
                  Angeles, CA 90067

              	 	
                214,038

              	 	
                319,338

              	 	
                105,300

              	 
	 	 	 	 	 	 	 	 	 	 
	
                8.

              	 	
                Kevin
                  DePrimio

                1900
                  Avenue of the Stars, Suite 310

                Los
                  Angeles, CA 90067

              	 	
                166,474

              	 	
                248,374

              	 	
                81,900

              	 
	 	 	 	 	 	 	 	 	 	 
	
                9.

              	 	
                Jason
                  Stern

                1900
                  Avenue of the Stars, Suite 310

                Los
                  Angeles, CA 90067

              	 	
                95,128

              	 	
                141,928

              	 	
                46,800

              	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	
                4,756,390

              	 	
                7,096,390

              	 	
                2,340,000

              	 


      

       

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      


      Schedule
        II

      


      Warrantholders
        of SRKP 19, Inc.

      


      
        	 	 	
                Warrantholder

              	 	
                Warrants to be

                cancelled per the

                terms of this

                Agreement

              	 	
                Pre-Closing

                Warrants

              	 	
                Post-Closing

                Warrants

              	 
	
                1.

              	 	
                Debbie
                  Schwartzberg

                785
                  5th Avenue , Apt 10C 

                New
                  York, NY 10022

              	 	
                1,039,919
                  

              	 	
                1,200,000
                  

              	 	
                160,081
                  

              	 
	 	 	 	 	 	 	 	 	 	 
	
                2.

              	 	
                Thomas
                  Poletti

                1900
                  Avenue of the Stars, Suite 310

                Los
                  Angeles, CA 90067

              	 	
                215,241
                  

              	 	
                248,374
                  

              	 	
                33,133
                  

              	 
	 	 	 	 	 	 	 	 	 	 
	
                3.

              	 	
                WestPark
                  Financial Services, LLC

                1900
                  Avenue of the Stars, Suite 310

                Los
                  Angeles, CA 90067

              	 	
                2,403,927
                  

              	 	
                2,773,979
                  

              	 	
                370,052
                  

              	 
	 	 	 	 	 	 	 	 	 	 
	
                4.

              	 	
                Richard
                  Rappaport

                1900
                  Avenue of the Stars, Suite 310

                Los
                  Angeles, CA 90067

              	 	
                983,953
                  

              	 	
                1,135,420
                  

              	 	
                151,467
                  

              	 
	 	 	 	 	 	 	 	 	 	 
	
                5.

              	 	
                Anthony
                  Pintsopoulos

                1900
                  Avenue of the Stars, Suite 310

                Los
                  Angeles, CA 90067

              	 	
                614,972
                  

              	 	
                709,639
                  

              	 	
                94,667
                  

              	 
	 	 	 	 	 	 	 	 	 	 
	
                6.

              	 	
                Amanda
                  Rappaport Trust

                1900
                  Avenue of the Stars, Suite 310

                Los
                  Angeles, CA 90067

              	 	
                276,738
                  

              	 	
                319,338
                  

              	 	
                42,600
                  

              	 
	 	 	 	 	 	 	 	 	 	 
	
                7.

              	 	
                Kailey
                  Rappaport Trust

                1900
                  Avenue of the Stars, Suite 310

                Los
                  Angeles, CA 90067

              	 	
                276,738
                  

              	 	
                319,338
                  

              	 	
                42,600
                  

              	 
	 	 	 	 	 	 	 	 	 	 
	
                8.

              	 	
                Kevin
                  DePrimio

                1900
                  Avenue of the Stars, Suite 310

                Los
                  Angeles, CA 90067

              	 	
                215,241
                  

              	 	
                248,374
                  

              	 	
                33,133
                  

              	 
	 	 	 	 	 	 	 	 	 	 
	
                9.

              	 	
                Jason
                  Stern

                1900
                  Avenue of the Stars, Suite 310

                Los
                  Angeles, CA 90067

              	 	
                122,994
                  

              	 	
                141,928
                  

              	 	
                18,934
                  

              	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	
                6,149,723

              	 	
                7,096,390

              	 	
                946,667

              	 


      

       

      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      


      Exhibit
        A

      


      Share
        Exchange Agreement, as amended