Supplementary
      Agreement

    


    Party
      A:
      Haoran Industrial Company, Huicheng District, Huizhou City

    Legal
      Representative: Zhong Guanbin         Title:
      Chairman of the board 

    


    Party
      B:
      Huizhou NIVS AUDIO & VIDEO TECH CO., LTD

    Legal
      Representative: Li
      Tianfu                  
Title: General Manager

    


    Party
      A,
      Party B and Shuikou County Real Estate Development Corporation concluded
“Contract” on November 24th,
      2003
      (No.: (2003) Hao He Zi No. 1) in which Party A agrees to transfer the use right
      of the land that is located in Wei Village, Lianhe Ridge, Shuikou County with
      an
      area of 184,810 square meters to Party B. The total transfer fee is 18,799,982
      RMB. In accordance with the stipulations in “Contract”, Party B has paid the
      deposit of 3,000,000 RMB to Party A. Party A has transferred the stated-owned
      land use right to the name of Party B. The parties hereby reach the following
      agreements on the payment of the transfer fee and the guarantee:

     

    Article
      1. The deposit of 3,000,000 RMB that Party B has paid to Party A will be used
      for the transfer fee that Party B shall pay to Party A.

     

    Article
      2. The stipulations in the first paragraph of article 6 in “Contract” about
      mortgage and security term will be terminated. 

     

    Article
      3. While signing this contract, Party B shall pay at least another 3,000,000
      RMB
      to Party A. Apart from this, Party B shall pay 1,000,000 RMB before March
      30th,
      2004.
      Only after Party B pays off these mentioned 4,000,000 RMB, Party A can hand
      over
      the two original copies of State-Owned Land Use Certificate to Party
      B.

     

    Article
      4. The payment of the 4,000,000 RMB stipulated in the article 3 of this
      agreement will not influence the payment by installments and the time limit
      stipulated
      in the second paragraph in article 3 of “Contract”. That is to say, while
fulfilling
      the obligation of paying 7,000,000 RMB of the transfer fee, Party B still
shall
      pay
      1,000,000 RMB of the transfer fee to Party A each month as of February,
2004
      (the
      month of February included) until all the transfer fee is paid off.

     

    Article
      5. Party B guarantees that, before paying off the transfer fee, it will not
      use
      the transferred land use right for financial guarantee except for the
      construction of the factory workshops. The loan that Party B gets with the
      land
      use right as the mortgage shall be fully used for the construction of the
      factory workshops
      on the transferred land and shall not be misappropriated for other
      uses.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Article
      6. The prerequisite that Party A agrees not to execute the guarantee clauses
      in
“Contract” is that: Party B guarantees that no other debt that may lead to the
      situation that the transferred land is sealed up exists.

     

    Article
      7. This agreement has two original copies and will enter into force upon the
      signatures of the Parties. 

     

    Party
      A:
      Haoran Industrial Company, Huicheng District, Huizhou City (Seal)

    /s/
      Zhong
      Guanbin  (Seal) 


     

    Party
      B:
      Huizhou NIVS AUDIO & VIDEO TECH CO.,LTD (Seal)

    /s/
      Li
      Tianfu (Seal)  December
      19th,
      2003.