Exhibit
      10.14


    DEBT
      REPAYMENT AND SET-OFF AGREEMENT

    


    This
      DEBT
      REPAYMENT AND SET-OFF AGREEMENT (this “Agreement”),
      dated
      and effective as of November 28, 2008, is entered into by and among (i)
      NIVS
      IntelliMedia Technology Group, Inc., a Delaware corporation (“NIVS
      USA”),
      Niveous Holding Company Limited, a British Virgin Islands corporation
      (“NIVS
      BVI”),
      NIVS
      (HZ) Audio & Video Tech Company Limited (“NIVS
      PRC”),
      NIVS
      International (H.K.) Limited (“NIVS
      HK”),
      and
      NIVS (HZ) Audio & Video Tech Company Limited Shenzhen Branch (“NIVS
      Shenzhen”);
      (ii)
      Tianfu Li, NIVS USA’s Chief
      Executive Officer and Chairman of the Board, an
      individual residing in the People’s Republic of China (“PRC”)
      and
      holder of PRC identity card no. 440106196907021831; and (iii) each of NIVS
      Investment (SZ) Co., Ltd., Zhongkena Technology Development, Xentsan Technology
      (SZ) Co., Ltd., Korea Hyundai Light & Electric (Int’l) Holding, NIVS
      Information & Technology (HZ) Co., Ltd., and Hyundai Light & Electric
      (HZ) Co., Ltd. (collectively, the “Related
      Companies”).
      For
      purposes of this Agreement, all currency amounts have been converted into US
      Dollars.

     

    RECITALS

    


    WHEREAS,
      NIVS USA, NIVS BVI, and all of the shareholders of NIVS BVI (the “Shareholders”)
      completed a share exchange transaction (the “Share
      Exchange”)
      in accordance with that certain share exchange agreement dated June 27, 2008,
      as
      amended on July 25, 2008 (the “Share
      Exchange Agreement”),
      pursuant to which NIVS USA became the direct and/or indirect parent of each
      of
      NIVS BVI, NIVS PRC, NIVS HK, and NIVS Shenzhen (the “Subsidiaries”);

    


    WHEREAS,
      NIVS USA and the Subsidiaries (collectively, the “NIVS
      Group”)
      became subject to certain U.S. federal securities laws upon the closing of
      the
      Share Exchange, including, but not limited to, the Sarbanes-Oxely Act of
      2002;

    


    WHEREAS,
      the Related Companies are owned and/or controlled by Mr. Li, except for Korea
      Hyundai Light & Electric (Int’l) Holding which is owned by Ms. Jin Xiang
      Ying;

     

    WHEREAS,
      the NIVS Group, from time to time, has entered into loan transactions with
      Mr.
      Li and the Related Companies pursuant to which the NIVS Group borrowed funds
      from Mr. Li and the NIVS Group lent funds to the Related Companies (the
“Loan
      Transactions”);

     

    WHEREAS,
      the loans involved in the Loan Transactions were unsecured with no fixed
      repayment date;

     

    WHEREAS,
      as of the date of this Agreement, the NIVS Group has outstanding loan amounts
      of
      US$9,133,637 owed to Mr. Li (the “Li
      Debt”)
      and US$568,063 owed to NIVS Investment (SZ) Co., Ltd. (the “NIVS
      Investment Debt”),
      and Mr. Li, through the Related Companies, has an aggregate outstanding loan
      amount of US$1,878,101 owed to the NIVS Group (the “Related
      Companies’ Debt”),
      in such amounts and between such parities as set forth in Appendix
      A;

     

    WHEREAS,
      the parties
      to this Agreement desire
      to have the Related Companies’ Debt repaid in full and/or set off in full
      against the NIVS Investment Debt, in totality, and the Li Debt, partially,
      such
      that, after giving effect to the transactions contemplated by this Agreement,
      the Related Companies’ Debt will no longer be outstanding, the NIVS Investment
      Debt will be reduced to zero, and neither Mr. Li nor any of the Related
      Companies will owe to the NIVS Group any loan amount; and

     

    WHEREAS,
      the parties to this Agreement desire to acknowledge that, at any time after
      this
      Agreement, no loan, extension of credit in the form of a loan, or similar
      arrangement will be made by the NIVS Group to Mr. Li, any other executive
      officer or director, or any related family member, of the NIVS Group, or any
      entity owned or controlled by such persons, including the Related Companies,
      in
      the future.

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

    NOW,
      THEREFORE, in consideration of the respective representations, warranties,
      covenants and agreements set forth in this Agreement, and for other good and
      valuable consideration, the receipt and sufficiency of which are hereby
      acknowledged, the parties to this Agreement hereby agree as
      follows:

    


    AGREEMENT

    


    1.    Debt
      Repayment and Set-Off.
      

    


    a. Mr.
      Li
      and the Related Companies hereby repay and set off the Related Companies’ Debt
      in full, as set forth in Appendix
      A,
      such
      that the Related Companies’ Debt is hereby fully repaid and extinguished in its
      entirety and neither Mr. Li nor any of the Related Companies owes any
      outstanding loan amount to the
      NIVS Group. The NIVS
      Group hereby agrees and acknowledges the foregoing repayment and set-off.


    


    b. The
      NIVS Group
      hereby
      sets off an
      aggregate amount of US$1,878,101
      (the “Repayment
      Amount”)
      of the
      NIVS
      Investment Debt, in totality, and the Li Debt, partially, as set forth in
Appendix
      A,
      such
      that the Li Debt remaining after deducting the Repayment Amount is equal to
      an
      aggregate amount of US$7,823,599 (the “Remaining
      Debt”).
      The
      Repayment Amount is hereby fully repaid and extinguished in its entirety, and
      the NIVS Group does not owe any loan amount to Mr.
      Li or any of the Related Companies other
      than the Remaining Debt. Mr. Li and the Related Companies hereby agree and
      acknowledge the foregoing set-off. 

    


    2.    Acknowledgement
      of No Remaining Debt Obligation to the NIVS Group.
      The
parties
      to this Agreement
      hereby
      acknowledge that after the transactions contemplated by this Agreement (i)
      neither Mr. Li nor any other executive officer or director, or any related
      family member, of NIVS USA owes, either directly or indirectly, the NIVS Group
      any amount of debt obligation, (ii) no entity owned or controlled by Mr. Li,
      including the Related Companies, owes to the NIVS Group any amount of funds
      or
      debt obligation, either directly or indirectly, (iii) no amount of credit
      remains extended or maintained in the form of a loan from the NIVS Group to
      Mr.
      Li, any other executive officer or director, or any related family member,
      of
      the NIVS Group, or any entity owned or controlled by such persons, including
      the
      Related Companies, (iv) any amount of funds or debt obligation previously owed
      to the NIVS Group prior to the date of this Agreement, either directly or
      indirectly, by Mr. Li, any other executive officer or director, or any related
      family member, of the NIVS Group, or any entity owned or controlled by Mr.
      Li,
      including the Related Companies, has been repaid to the NIVS Group in full,
      and
      (v) at any time after this Agreement, no loan, extension of credit in the form
      of a loan, or similar arrangement will be made by the NIVS Group to Mr. Li,
      any
      other executive officer or director, or any related family member, of the NIVS
      Group, or any entity owned or controlled by such persons, including the Related
      Companies, in the future.

    


    3.    Miscellaneous.
      This
      Agreement may be executed in any number of facsimile counterparts, each of
      which
      shall be an original, but which together constitute one and the same instrument.
      This Agreement may be executed and delivered by facsimile and will be binding
      upon and inure to the benefit of the parties hereto and their respective
      successors and assigns. The parties shall execute and deliver from time to
      time
      hereafter, upon written request, all such further documents and instruments
      and
      shall do and perform all such acts as may be reasonably necessary to give full
      effect to the intent of this Agreement.

    


    4.    Governing
      Law.
      This
      Agreement and all actions arising out of or in connection with it shall be
      governed by and construed in accordance with the laws of the State of
      Delaware.

    


    


    [SIGNATURE
      PAGE FOLLOWS]


    
      
         

        
        

      

      
        2

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the parties have entered into this Agreement as of the date
      first set forth above.

    


    
      	
              NIVS
                IntelliMedia Technology Group, Inc.

              


              By: /s/
                Tianfu
                Li                         
                

              


              Name: ________________________

              


              Title: ________________________

              


              Niveous
                Holding Company Limited

              


              By: /s/
                Tianfu
                Li                         
                

              


              Name: ________________________

              


              Title: ________________________

              


              NIVS
                (HZ) Audio & Video Tech Company Limited

              


              By: /s/
                Tianfu
                Li                         
                

              


              Name: ________________________

              


              Title: ________________________

               

              
                NIVS
                  International (H.K.) Limited

                


                By: /s/
                  Tianfu
                  Li                         
                  

                


                Name: ________________________

                


                Title: ________________________

                


                NIVS
                  (HZ) Audio & Video Tech Company Limited Shenzhen
                  Branch

                


                By: /s/
                  Tianfu
                  Li                         
                  

                


                Name: ________________________

                


                Title: ________________________

                


                Tianfu
                  Li

                


                /s/
                  Tianfu
                  Li                         
                  

                Tianfu
                  Li

                


              

            	NIVS
              Investment (SZ) Co., Ltd.
              


              By: /s/
                Tianfu
                Li                         
                

              


              Name: ________________________

              


              Title: ________________________

              


              Zhongkena
                Technology Development

              


              By: /s/
                Tianfu
                Li                         
                

              


              Name: ________________________

              


              Title: ________________________

              


              Xentsan
                Technology (SZ) Co., Ltd.

              


              By: /s/
                Tianfu
                Li                         
                

              


              Name: ________________________

              


              Title: ________________________

              


              


              Korea
                Hyundai Light & Electric (Int’l) Holding

              


              By: /s/ [ILLEGIBLE]                        
                

              


              Name: ________________________

              


              Title: ________________________

              


              NIVS
                Information & Technology (HZ) Co., Ltd.

              


              By: /s/ [ILLEGIBLE]                        
                

              


              Name: ________________________

              


              Title: ________________________

              


              Hyundai
                Light & Electric (HZ) Co., Ltd.

              


              By: /s/ [ILLEGIBLE]                        
                

              


              Name: ________________________

              


              Title: ________________________

            
	 	 


    

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    


    APPENDIX
      A

    


    LOAN
      AND REPAYMENT INFORMATION

    


    The
      Related Companies’ Debt (amount owed by Mr. Tianfu Li, through the Related
      Companies, to the NIVS Group) is as set forth below and is as repaid in such
      manner as set forth below (for purposes of this Agreement, all currency amounts
      have been converted into US Dollars):

    


    
      	
              Related
                Companies

            	 	
              Amounts
                owed by Related Company to the NIVS Group

            	 	
              Amounts
                Repaid

            	 	
              Method
                of Repayment

            	 	
              Remaining
                Amount Outstanding After Effect of this
                Agreement

            
	
              NIVS
                Investment (SZ) Co., Ltd. 

               

            	 	
              -
                

               

            	 	
              -
                

               

            	 	
              Set
                off against the NIVS Investment Debt, in totality, and the Li Debt,
                partially

               

            	 	
              $
                -

               

            
	
              Zhongkena
                Technology Development 

               

            	 	
              $20,921

               

            	 	
              $20,921
                

               

            	 	
              Set
                off against the NIVS Investment Debt, in totality, and the Li Debt,
                partially

               

            	 	
              -

               

            
	
              Xentsan
                Technology (SZ) Co., Ltd. 

               

            	 	
              -
                

               

            	 	
              -
                

               

            	 	
              Set
                off against the NIVS Investment Debt, in totality, and the Li Debt,
                partially

               

            	 	
              -

               

            
	
              Korea
                Hyundai Light & Electric (Int'l) Holding

               

            	 	
              1,849,865

               

            	 	
              1,849,865
                

               

            	 	
              Set
                off against the NIVS Investment Debt, in totality, and the Li Debt,
                partially

               

            	 	
              -

               

            
	
              NIVS
                Information & Technology (HZ) Co., Ltd.

               

            	 	
              7,315
                

               

            	 	
              7,315
                

               

            	 	
              Set
                off against the NIVS Investment Debt, in totality, and the Li Debt,
                partially

               

            	 	
              -

               

            
	
              Hyundai
                Light & Electric (HZ) Co., Ltd. 

               

            	 	
              5,741,794

               

            	 	
              5,741,794
                

               

            	 	
              Repaid
                in Cash

               

            	 	
              -

               

            
	
              Other
                Entities Affiliated with Mr. Li

               

            	 	
              -

               

            	 	
              -

               

            	 	
              n/a

               

            	 	
              -

               

            
	 	 	 	 	 	 	 	 	 
	
              Total
                amount owed by any Affiliated Party to NIVS Group after the effect
                of this
                Agreement

               

            	 	 	 	 	 	 	 	
              -

               

            


    

    


    The
      NIVS
      Investment Debt (amount owed by the NIVS Group to NIVS Investment (SZ) Co.,
      Ltd.) is US$568,063 and the Li Debt (amount owed by the NIVS Group to Mr. Tianfu
      Li) is US$9,133,637, and the NIVS Investment Debt, in totality, and the Li
      Debt,
      partially, are set off as set forth below, in addition to the table above (for
      purposes of this Agreement, all currency amounts have been converted into US
      Dollars):

    


    
      
        
        

      

      
        A-1

        
          

        

      

      
        
        

      

    

     

    
      	
              The
                Li Debt

               

            	 	 	
              $9,133,637

               

            
	
              The
                NIVS Investment Debt

               

            	 	
              $568,063

               

            	 
	
              Total
                Amount of the Related Companies’ Debt Repaid via Set-Off Against the NIVS
                Investment Debt, in totality, and the Li Debt, partially (see table
                above)

               

            	
              $1,878,101

               

            	 	 
	
              Amount
                of the Related Companies’ Debt Repaid via Set-Off Against the NIVS
                Investment Debt

               

            	 	
              $568,063

               

            	 
	
              Total
                Remaining Amount of NIVS Investment Debt

               

            	 	
              0

               

            	 
	
              Amount
                of the Related Companies’ Debt Repaid via Set-Off Against the Li
                Debt

               

            	 	 	
              $1,310,038

               

            
	
              The
                NIVS Group’s Remaining Debt owed to Mr. Tianfu Li after the Effect of this
                Agreement

               

            	 	 	
              $7,823,599

               

            


    

    


    


    


    
      
        
        

      

      
        A-2