Guangdong
      Province

    


    Labor
      Contract

    


    Produced
      by Guangdong Labor and Social Security Department


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    Party
      A
      (Employer): 

    Name:
      Huizhou NIVS Audio & Video Technology Company Limited 

    Legal
      Representative (Principle): Li Tianfu 

    Location
      (Address): No. 29-31, Huanshi West Road, Shuikou Town

    Form
      of
      Entity: Limited Liability Company 

    Contact
      Telephone: 2323888 

    


    Party
      B
      (Employee):

    Name:
      

    ID
      Number: 

    Address:
      

    Contact
      Telephone: 

     

    Both
      Party A and Party B, in accordance with the applicable provisions of the Labor
      Law of the People’s Republic of China, the Labor Contract Law of the People’s
      Republic of China, and national and provincial provisions, reach this Contract
      under the principles of legitimacy, equity, equality, free will, consensus,
      honesty and creditability.

     

    I.
      Period of Labor Contract

    (I)
      Contract Period

    Both
      parties agree to set out the Contract period according to the first
      method
      described below: 

    1.
      Fixed
      term: from January
      1, 2008
      to
December
      31, 2008.

    2.
      Non-fixed term: from ____ (Date) until the occurrence of the conditions of
      legitimate termination. 

    3.
      Term
      of completion of certain work: from                                   until
      the
      completion of                                     
      work,
      whose completion is marked by                                                                                            .

    (II)
      Probationary Period

    Both
      parties agree to set out the probationary period (included in the Contract
      period) according to the               
      methods
      described below: 

    1.
      No
      probationary period.

    2.
      Probationary period begins from ____ (Date) and ends on ____
      (Date).

    (The
      probationary period shall not exceed one month for the labor contract whose
      term
      is more than three months but less than one year; and the probationary period
      shall not exceed two months for the labor contract whose term is more than
      one
      year but less than three years; and the probationary period shall not exceed
      six
      months for the labor contract with a fixed term of more than three years or
      with
      a non-fixed term.)


    
      
         

      

      
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    II.
      Work Description and Work Location

    (I)
      The
      work department of Party B is                                   ;
      at the
      post (Management/technical post or production/operating post)
      of                                   ,
      with the duty (or job) of                          .

    (II)
      The
      task or responsibility of Party B is                                                    .

    (III)
      This department and job                                   (may
      or
      may not) be exposed to an occupational disease hazard. 

    (IV)
      The
      work location of Party B is                                   .
      

    (V)
      Party
      A shall, in the event of adjusting the work post of Party B or sending Party
      B
      to other places not specified in the Contract to work within the Contract
      period, due to the production and operation demand or other reasons, reach
      agreement with Party B and proceed with the changes of this Contract. In this
      case, both parties shall sign an agreement incorporated as the appendix of
      this
      Contract.

     

    III.
      Working Hours, Vacation and Leave

    (I)
      Party
      A and Party B agree to set out the working time of Party B according to
      the                   
      method
      described below: 

    1.
      System
      of standard working hours: working for ___ hours a day, ___ days a week; and
      off-duty at least one day a week.

    2.
      System
      of Unfixed Working Hours: Upon approval from the Labor and Security Department,
      the post of Party B will implement the system of unfixed working
      hours.

    3.
      Comprehensive system of working hours: Upon approval from by the Labor and
      Security Department, the post of Party B shall implement a comprehensive system
      of working hours at the cycle of __ and with the total ___ hours of
      working.

    (II)
      As
      production (work) entails, Party A may extend the working hours after
      negotiation with the Trade Unit and Party B. Except for the circumstance as
      specified in Article 42 of the Labor Law, extended working hours generally
      should not exceed one hour per day; in special cases, the longest extended
      hours
      should not exceed three hours per day or thirty-six hours per
      month.

    (III)
      Party A shall provide Party B with statutory holidays, annual leave, wedding
      leave, leave for arranging of funeral, home leave, maternity leave, nursing
      leave, and other paid leaves according to the provisions and pay a salary
      according to the salary standard as specified in this Contract.

     

    IV.
      Labor Compensation 

    (I)
      The
      salary of Party B for regular working hours shall follow the (first) method
      described below and shall not be lower than the minimum local salary standard.
      

    1.
      Salary
      calculated according to basic working hours:

    (1)
      The
      wage of Party B at regular working hours shall follow [illegible] at the
      standard of RMB                     /month
      (RMB __ /hour).


    
      
         

      

      
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    (2)
      The
      wage of Party B during the probationary period shall be RMB ___ /month (the
      wage
      during the probationary period shall not be lower than the wage of the lowest
      level for similar posts at Party A or 80% of the wage agreed in this Contract,
      and shall not be lower than the lowest local salary standard of Party
      A).

    2.
      Salary
      calculated per piece of work: 

    (1)
      The
      price per unit of work shall be ___________;

    (2)
      Labor
      Norm:                   (The
      labor norm set out shall be able to be completed by more than 70% of the
      laborers at the same post in the same work unit within the statutory working
      hours);

    3.
      Other
      forms: (such as annual pay or pay based on an assessment cycle)
      ________________.

    (II)
      The
      method for calculating the performance salary or bonus for Party B shall be
      ______________ _________________. 

    (III)
      Salary must be paid in cash rather than in kind objects or monetary
      securities.

    (IV)
      Party A shall pay the salary of                
      (current
      month/last month) on                 
      of each
      month. In case of holidays or vacation, the salary shall be paid in advance
      by
      the nearest workday.

    (V)
      If
      Party A arranges Party B to extend the working hours or overtime work on an
      off-duty day or statutory holidays, Party A shall make overtime pay in
      accordance with the provisions in the Labor Contract and the Regulations of
      Guangdong Province on Payment of Salary, except when Party B is given time
      off
      for overtime work performed on off-duty days.

     

    V.
      Social Insurance and Welfare

    (I)
      During the Contract period, Party A, according to the applicable provisions
      of
      the state, provincial and local government, shall provide Party B with social
      insurances such as pension insurance, medical insurance, unemployment insurance,
      workmen’s compensation and maternity insurance, etc. Party A shall also pay the
      social insurance premium payable by Party A according to the payment basis
      and
      payment ratio, and, according to the provisions, withhold the social insurance
      premium payable by Party B from their salary. Party A shall inform Party B
      of
      its handling of the procedures for social insurance on behalf of Party B as
      well
      as withholding social insurance premium from Party B.

    (II)
      In
      case of illnesses or job-related injuries contracted by Party B, Party A shall,
      according to the national and local provisions, provide a period of time for
      medical treatment, reimburse medical expenses according to medical insurance
      and
      other related provisions, and pay a sick leave salary or disease relief within
      the specified period of medical treatment. 


    
      
         

      

      
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    VI.
      Labor Protection, Labor Conditions, and Occupational Hazard
      Protection

    (I)
      Party
      A shall, in accordance with the national and provincial labor protection rules,
      provide a working place at a national labor safety and hygiene standard, so
      as
      to protect Party B’s safety and health during production or work. Should there
      be an occupational disease hazard during the working procedures of Party B,
      Party A shall truthfully inform Party B and protect Party B’s health and any
      relevant rights according to the Law of Prevention and Treatment of Occupational
      Disease. 

    (II)
      In
      accordance with the national rules, Party A shall, with reference to the working
      position of Party B, dispense with all necessary labor protection devices.
      Further, according to the rules of labor protection, Party A shall be
      responsible for arranging Party B to have a medical examination
      every                
      (year/quarter/month).

    (III)
      Party A shall effectively conduct the labor protection and health care for
      female employees according to related provisions of the national, provincial,
      and local governments.

    (IV)
      Party B has the right to refuse to obey any instructions that violate rules
      and
      regulations as well as any risk adverse operations forcefully ordered by Party
      A. Party B also has the right to critique and report to the relevant departments
      when Party A and its management personnel disregard Party B’s safety of life and
      health.

    (V)
      Should Party B contract occupational diseases, work-related injuries or die
      because of work, Party A shall proceed according to the provisions of the
      Regulations on Industrial Injury Insurance. 

     

    VII.
      Changes of Contract

    (I)
      Either party may request a change of contents to this Contract, provided the
      other party shall be notified of such changes in writing.

    (II)
      Upon
      the agreement of both parties through negotiation, this Contract may be changed
      and the changes shall be made in writing. Both parties shall keep one copy
      each
      of the modified labor Contract. 

     

    VIII.
      Revocation and Termination of Contract

    (I)
      Revocation

    1.
      After
      negotiation and mutual agreement between the two parties, this Contract can
      be
      revoked. If this Contract is revoked by Party A, pecuniary compensation shall
      be
      paid to Party B according to the relevant regulations.

    2.
      Party
      A can revoke this Contract unilaterally under any one of following
      conditions:

    (1)
      Party
      B’s performance is proved to be unsatisfactory during the probationary
      period;


    
      
         

      

      
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    (2)
      Party
      B is in serious breach of the regulations of Party A;

    (3)
      Party
      B is grossly negligent in carrying out duties, or engaged in malpractices for
      private interests, and causes significant loss to Party A;

    (4)
      Party
      B establishes a labor relationship with another employer concurrently that
      negatively affects the performance of Party A’s assignment, or refuses to make
      corrections upon Party A’s request;

    (5)
      Party
      B, by way of fraud or threats or otherwise taking advantage, makes Party A
      establish or change the labor contract against its real intention and causes
      the
      contract or agreement of change to be rendered invalid;

    (6)
      Party
      B is in breach of national and provincial birth control laws or
      regulations;

    (7)
      Party
      B is liable and responsible to the government due to criminal
      wrongdoings;

    (8)
      Party
      B contracts a disease or non-work related injury, so that he/she can neither
      fulfill his/her original job under this Contract nor take up any other new
      job
      arranged by Party A after treatment; 

    (9)
      Party
      B is incompetent in the work, and after training or adjusting the post, still
      remains incompetent; 

    (10)
      This
      Contract is unenforceable if there is material change of objective circumstances
      under this Contract, and no mutual agreement can be reached between Party A
      and
      Party B after negotiation.

    


    Party
      A
      can revoke this Contract pursuant to above sub-clauses (8), (9) and (10), by
      serving a prior 30-day written notice to Party B and shall proceed to the
      procedures for revocation of this Contract after the notice period. Party A
      shall pay pecuniary compensation to Party B in accordance with the regulations.
      Further, should this Contract be revoked pursuant to sub-clause (8), Party
      A
      shall also pay the medical subsidy fee to Party B.

    3.
      In any
      of the following circumstances, Party A may downsize and pay pecuniary
      compensation according to provisions after performing specific procedures:
      

    (1)
      Party
      A conducts restructuring according to the provisions of Corporate Bankruptcy
      Law; 

    (2)
      Party
      A experiences severe difficulties in production and operation;

    (3)
      Party
      A changes products, conducts significant technical renovation or adjusts
      operating methods;

    (4)
      Significant changes to other objective economic conditions upon which the labor
      contract was made have caused the Contract to be unperformable.

    4.
      Party
      B can revoke this Agreement by serving a written notice, 30 days in advance,
      to
      Party A. During the probationary period, a 3-day advance notice shall be
      provided to Party A.


    
      
         

      

      
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    Nevertheless,
      in any of the following circumstances, Party B may revoke this Contract and
      Party A shall pay pecuniary compensation according to provisions:

    (1)
      Party
      A fails to provide labor protection or labor conditions according to the
      provisions of the labor Contract;

    (2)
      Party
      A fails to pay sufficient labor compensation in a timely manner;

    (3)
      Party
      A fails to pay social insurance premiums on behalf of Party B according to
      the
      law;

    (4)
      The
      rules and regulations of Party A violate the provisions of laws and regulations
      and damage the rights and interests of Party B;

    (5)
      Party
      A, by way of fraud, threat or otherwise taking advantage, makes Party B
      establish or change the labor contract against his/her real intention and causes
      the contract or agreement of changes to be rendered invalid;

    (6)
      Party
      A causes the Contract to be rendered invalid by exempting itself from its legal
      responsibilities and excluding the rights and interests of Party B;

    (7)
      Party
      A, in violating laws, administrative regulations, and compulsory regulations,
      causes the contract, the appendix to the contract or supplementary agreements
      and documents with the same legal effect as the contract to be
      invalid;

    (8)
      Party
      A forces Party B to work by means of violence, threat, or illegally restricting
      personal freedoms or instructs by violating rules and regulations, forcefully
      ordering risk-adverse operations to endanger the personal safety of Party
      B;

    (9)
      Other
      circumstances in which Party B may revoke the labor contract pursuant to the
      provisions of laws and administrative regulations.

    In
      case
      of the circumstance specified in item (8) above made by Party A, Party B may
      revoke the labor contract immediately without giving written notice to the
      employer.

    5.
      In any
      of the following circumstances, Party A may not revoke the Contract pursuant
      to
      the provisions in Article 40 and Article 41 of the Labor Contract Law:


    (1)
      Party
      B engages in operations that cause contact with occupational diseases, without
      receiving occupational health examinations before leaving the post, or has
      suspected occupational diseases and is under diagnosis or medical observation;
      

    (2)
      Party
      B suffers from occupational disease in Party A’s unit or work-related injury and
      is confirmed as totally or partially unable to perform normal labor functions;
      

    (3)
      Party
      B suffers from illness or non-work related injury and is under prescribed
      treatment; 

    (4)
      A
      female employee who is in a stage of pregnancy, delivery or nursing by
      breastfeeding; 


    
      
         

      

      
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    (5)
      Party
      B has worked for fifteen years consecutively in the work unit and is within
      five
      years from the legal retirement age;

    (6)
      Other
      circumstances as specified by laws and administrative regulations.

    (II)
      Termination

    1.
      This
      Contract shall be terminated immediately upon the expiration of the Contract
      period or the occurrence of statutory termination conditions. 

    2.
      If the
      Contract is terminated in any of the following circumstances, Party A shall
      pay
      pecuniary compensation to Party B according to provisions:

    (1)
      The
      labor Contract expires, except when Party A maintains or improves the conditions
      agreed in the Contract upon renewal but Party B does not agree to
      renew;

    (2)
      Party
      A has declared to be bankrupt according to law;

    (3)
      Party
      A’s business license has been revoked and has been instructed to close down or
      revoke, or Party A decides to dissolve in advance;

    (4)
      Other
      circumstances set forth by laws and administrative regulations.

    3.
      In any
      of the circumstances by Party B as specified in Point 5, Item (I), Article
      8,
      once the Contract is expired, Party A shall extend the Contract period of Party
      B until the disappearance of appropriate circumstances. However, termination
      of
      the Contract due to the fact that Party B contracts an occupational disease
      or
      sustains a work-related injury and has been determined to be totally or
      partially unable to work at Party A’s company shall proceed with the national
      and the provincial provisions on workmen’s compensation. 

    (III)
      Procedures for Revocation or Termination of Contract

    Upon
      the
      Contract being revoked or terminated, Party A shall provide the certificate
      for
      revocation or termination of the labor contract and proceed with transferring
      personnel record and social insurance for Party B within fifteen days.


    (IV)
      If
      Party A violates the provisions of the Labor Contract Law to revoke or terminate
      the Contract, it shall pay Party B the compensation at two times the specified
      standard for pecuniary compensation. 

     

    IX.
      Mediation and Arbitration

    Any
      dispute arising from the performance of the Contract between both parties may
      be
      settled through negotiation in the first place. If no settlement can be reached
      through negotiation, it may be submitted to Party A’s labor dispute mediation
      agency for mediation; if no settlement can be made through mediation, the
      dispute may be submitted to the labor dispute arbitration committee with
      jurisdiction within the statutory limit for arbitration, or directly to the
      labor dispute arbitration committee for arbitration. In case of any objections
      to the arbitration award, the dispute may be submitted to People’s Court for a
      lawsuit within the statutory limit. 


    
      
         

      

      
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    X.
      Service Term and Limitation for Competition

    (I)
      If
      Party A provides expenses for special training to Party B and offers
      professional technical training, both parties reach the following agreement:
      ___________________________________. (In case of violating the agreement on
      the
      service term, Party B shall pay a penalty to Party A according to the agreement.
      The amount of the penalty shall not exceed the training expenses provided by
      Party A, nor exceed the apportioned training cost to the non-performed part
      of
      the service term).

    (II)
      If
      Party B controls Party A’s business secrets and confidential issues related to
      its intellectual property right, both parties reach the following agreement:
       .
      (In the
      event that Party B is liable for confidentiality, Party A may consult with
      Party
      B on the limitation of competition and provide pecuniary compensation to Party
      B
      on a monthly basis within the limitation of competition after the revocation
      or
      termination of the Contract. If Party B violates the regulation on limitation
      of
      competition, Party B shall pay a penalty to Party A according to provisions.
      Personnel subject to the limitation of competition are limited to senior
      management, senior technical personnel, and other personnel with responsibility
      of confidentiality. The term of limitation of competition after revocation
      or
      termination of Contract shall not exceed two years.)

     

    XI.
      Miscellaneous

    (I)
      Issues not covered in this Contract shall be handled according to the provisions
      of the national and local policies. In case of any conflict between this
      Contract and the new national and provincial regulations on labor management
      during the Contract period, the new regulations shall prevail.

    (II)
      The
      following documents are appendixes to the Contract and shall have the same
      legal
      force as the Contract:

    

      
        	
                1.

              	 
	
                2.

              	 
	
                3.

              	 
	
                4.

              	 
	
                5.

              	 
	
                6.

              	 


      


      
        
           

        

        
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    (III)
      Agreement made by both parties (the contents shall not violate the laws,
      regulations, and related provisions; additional pages may be attached with
      the
      signature or seal of both parties):

     

    
      	 
	 
	 
	 
	 
	 


    

     

    
      	
              Party
                A: (Official
                seal)

            	
              Party
                B: (Signature or seal)

            
	
              Legal
                Representative:

            	
              [Employee
                Signature]   

            
	
              (Or
                authorized agent): 

            	 
	
              December
                __, 2007

            	
              December
                __, 2007    

            


    

     

    Attestation
      Agency (Seal): 

    Attestor:
      

    Date
      of
      Attestation: December __, 2007

    


    Agreement
      on Change of Labor Contract

     

    Party
      A
      and Party B, through equal negotiation, reach agreement on the following changes
      to the Contract as follows: 

     

    
      	 
	 
	 
	 
	 
	 


    

     

    
      	
              Party A:   (Official seal)

            	 	
              Party B:   (Signature or seal)

            
	
              Legal Representative: 

            	 	 
	
              (Or authorized agent)

            	 	 
	
              Date:

            	 	
              Date:

            


    


    
      
         

      

      
        -9-

        
          

        

      

      
         

      

    


    [INFORMATION FOR PURPOSES OF FILING WITH THE SECURITIES AND EXCHANGE
      COMMISSION]

    SCHEDULE
      A 

    EXECUTIVE
      OFFICERS TO ENTER INTO THE AGREEMENT

    


    
      	•	
              Ailing
                Liu, Production Manager, is paid a monthly salary of RMB 9,000, which
                is
                approximately US$1,300.

            


    

    
      	•	
              Gengqiang
                Yang, Chief Operating Officer, is paid a monthly salary of RMB 14,000,
                which is approximately US$2,100.

            


    

    
      	•	
              Ling
                Yi, Chief Financial Officer and Corporate Secretary, is paid a monthly
                salary of RMB 8,800, which is approximately
                US$1,300.

            


    

    
      	•	
              Dongquan
                Zhang, Chief
                Technology Officer,
                is
                paid a monthly salary of RMB 13,000, which is approximately
                US$1,900.

            


    

    
      	•	
              Lichun
                Zhang, Marketing Manager, is paid a monthly salary of RMB 16,000,
                which is
                approximately US$2,300.

            


    


    
      
         

      

      
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