Unassociated Document


     

    Exhibit
10.15

    


    Land
Use Right and Housing Ownership Transfer Agreement

    


    Transferor:
Shaanxi Aoda Property Co., Ltd. (hereinafter referred to as Party
A)

    Transferee:
Xi’an Kingtone Information Technology Co., Ltd. (hereinafter referred to as
Party B)

    


    WHEREAS,
Party A, Shaanxi Aoda Property Co., Ltd. possesses the land use right
of Building No. 17, including the building itself and its annex, located at
Beilin Industrial Park, Huoju Road, Gaoxin District, Xi’an, which are free of
any mortgage, pledge, and disputes, and can be freely transferred; Party A is
willing to transfer. Party B, Xi’an Kingtone Information Technology Co., Ltd, a
Hi-Tech stock company mainly engaged in the research and development of wireless
video software and hardware, is willing to purchase the land-use rights of the
building, the building itself and its annex in accordance with Party B’s
development.

    


    Upon the
mutual and equal negotiation by both parties, and in accordance with Contract
Law of People’s Republic of China, and regulations, it is hereby agreed between
Party A and Party B hereto as follows:

    


    
      
        	
                1.

              	
                Party
      A is willing to transfer the land use right of building No. 17, the
      building itself and its annex located in Beilin Industrial Park, Huoju
      Road, Gaoxin District to Party B. Party
      B consents to pay the amount stipulated in the Agreement through the
      transfer of the land use right of the building, the building itself and
      its annex.

              


      

    

    


    
      
        	
                2.

              	
                Transfer
      condition

              


      

    

    
      
        	
              	
                a.

              	
                The
      transferred Property Ownership Certificate: No.1175106016-10-1-2. The
      building is located at No. 17 Huoju Road, Beilin District,
      Xi’an.

              


      

    

    Type of
the building: Industrial;

    Structure:  Frame;

    Building
area: 19,490.14 M2;

    Land use
right Area: 6,654.46 M2; (See
Annex 1 for the Property Ownership Certificate)

    
      
        	
              	
                b.

              	
                Certificate
      No. for the land use right: No. 37799 (2001) Gaoxi District,
      Xi’an;

              


      

    

    The land
is located at Huoju Road, Xi’an with land No. XCII-(13)-9. The use right of the
land is the stated-owned and the land is acquired through land selling. The term
for the use right of the stated-owned land shall be ended on May 1, 2045. The
land is served for industrial purpose with 6,654.46 M2  (approximately
9.989mu). Xi’an Jiaoda Kaiyuan Science and Technology Co., Ltd. currently
possesses the land use right. Party A has acquired the land use right in
accordance with the relevant stipulations and is going through the transfer
procedures. (Refer to the Annex 2 for the land use right)

    
      
        	
              	
                c.

              	
                The
      complete facilities of Building No. 17 are included but not limited to
      plumbing and electricity devices. (Refer to Annex 3 for the List of
      Drawings)

              


      

    

    
      
        	
              	
                d.

              	
                Facility
      conditions (beyond the annex facility of the building). (Refer to Annex 4
      for list of facility)

              


      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              3. 

            	
              Purchase
      Price

            


    

    
      The
purchase price of land use right of the building, the building itself and its
annex is 83,417,200RMB, which is calculated by the unit price of 4,280 RMB and
the total area of 19,490 M2. In
terms of other relevant project in construction and reforming projects, a
written agreement will be signed by and between the Parties
thereof.

    

    


    
      
        	
                4.

              	
                Payment
      and Documentation Delivery

              


      

    

    
      
        	
              	
                (1)

              	
                Party
      B shall prepay 4,200,000 RMB within 30 business days upon the effect of
      the Agreement hereof.

              


      

    

    
      
        	
              	
                (2)

              	
                Party
      B shall pay 75% of the total amount that is 62,562,900 RMB, within 90 days
      after Party A receives the land use right
  certificate.

              


      

    

    
      
        	
              	
                (3)

              	
                Both
      Parties shall apply for the land and building transfer procedures
      through Xi’an Real Estate Management Bureau and Xi’an Land Management
      Bureau within 3 business days after receiving the above-mentioned amount
      by Party A. After Party A and Party B pay the taxes individually, Party B
      shall pay 15% of the total sales amount that is 12,512,580RMB within 10
      business days upon receiving the Property Ownership Certificate.
      Meanwhile, Party A shall transfer the original blueprints of the building,
      plumbing distribution drawings, electricity distribution drawings and
      others related to the building to Party
B.

              


      

    

    
      	
            	
              (4)

            	
              Party
      B shall pay 4,141,720 RMB to Party A within 3 business days after
      receiving the Land Use Certificate. Party A hereof shall transfer the
      subject matter to Party B within 3 business days after receiving this
      amount by Party A.

            


    

    
      
        	
              	
                (5)

              	
                Party
      A shall notify Party B in writing regarding the bank account of Party A or
      bank account of the third
party.

              


      

    

    


    
      
        	
                5. 

              	
                Inspection
      and Transfer of possession

              


      

    

    
      Both
parties agree that Party A shall notify Party B to inspect the building
according to the rental list and the vacated list within 3 business days after
Party B receives the Property Ownership Certificate and Land Use Right
Certificate. Party B shall inspect the building and facilities within 3 business
days upon receiving the notification from Part A. (Refer to Annex 5 for the
inspection and acceptance requirement)

    

    
      The
letter of building transfer will be signed after the inspection and Party A
shall give all keys of the building to Party B, which is evidence of transfer and
possession of building.

    

    


    
      
        	
                6.

              	
                Taxes

              


      

    

    
      In the
course of transfer for the land use right, the building, and its annex, all
taxes stipulated by government administrative departments and
government-authorized agencies shall be responsible by the two Parties
individually hereof. In case of no relevant regulations, the tax shall be
assumed by Party A.

    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
       

      In
addition to the tax, both Parties hereof shall check the expense of water and
electricity prior to the building transfer. In terms of all outstanding balance
(including but not limited to property maintenance fee and charges of water,
electricity, gas, telecommunications and etc.) shall be borne by Party A. After
the building transfer, all expenses related to using the building and land shall
be borne by Party B.

    

    


    
      	
              7. 

            	
              Warranties
      of Part A

            


    

    
      
        	
              	
                a.

              	
                Party
      A shall ensure the transferred building (No 1175106016-10-1) with no lien,
      no pledge, no disputes, and other potential matters that could cause
      disputes or any recourse right by the third
  party.

              


      

    

    
      
        	
              	
                b.

              	
                Party
      A shall ensure the land use right (No 37799) with no lien, no pledge, no
      disputes, other potential matters that could cause disputes or any
      recourse right by the third
party.

              


      

    

    
      
        	
              	
                c.

              	
                Party
      A shall ensure the transferred building is beyond the government
      relocation area during the signing of the Agreement
  hereof.

              


      

    

    
      
        	
              	
                d.

              	
                Party
      A shall guarantee there is no default on the construction fee, no cases
      involving the selling and leasing of the building, and no recourse right
      by the third party during the delivery of the
  building.

              


      

    

    
      
        	
              	
                e.

              	
                Party
      A shall ensure the documentation submitted to the Real Estate Management
      Bureau and Land Management Bureau for transfer application are truthful,
      legal, effective and accurate, and shall timely conduct the transfer
      procedures.

              


      

    

    
      
        	
              	
                f.

              	
                Party
      A shall ensure all fees and taxes concerning with this land have been
      paid.

              


      

    

    


    
      	
              8.

            	
              Legal
      Conditions for the Transfer

            


    

    
      
        	
              	
                a.

              	
                The
      rights and obligations stated in the Land Use Right Transfer Agreement and
      registered files shall be shifted to Party B as soon as the land use right
      hereof has been transferred by Party
A.

              


      

    

    
      
        	
              	
                b.

              	
                Party
      A shall assume all risks and responsibilities caused by the ownership
      problems of the land and building prior to transferring the land use
      right, building, and its annex. In the even of assuming the relevant
      responsibility on behalf of Party A, Party B has the recourse
      right.

              


      

    

    


    
      	
              9.

            	
              Upon
      the signing of the Agreement, Party A shall move out of the mentioned
      buildingwithin
      10 business days upon receipt of Property Ownership Certificate and Land
      Use Right Certificate by Party B, and Party A shall cooperate with Party B
      to change the name of Landlord on all outstanding rental agreements to
      Party B. The rental income should belong to Party B after change of the
      rental Agreement, and the rental income should belong to Party A prior to
      change of rental Agreement. (Refer to Annex 6  for a detailed
      list of tenants of Building No.
17).

            


    

    


    
      	
              10.

            	
              Confidential
      Clause

            


    

    
      
        	
              	
                a.

              	
                Any
      party cannot disclose the contents of the Agreement hereof and secrets
      obtained by the Agreement to the third party without the permission of the
      other party.

              


      

    

    
      
        	
              	
                b.

              	
                Without
      the written permission of the other party, the information provided by the
      other party, including but not limited to the annex of the Agreement,
      shall not serve other
purposes.

              


      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

    
      	
              11.

            	
              Notice

            


    

    
      
        	
              	
                a.

              	
                All
      notices issued to the other party, all correspondence between the two
      parties hereof, notices and requirements concerning with the Agreement
      hereof, if applicable, must be in
writing.

              


      

    

    
      
        	
              	
                b.

              	
                The
      address for the two parties hereof is as
  follows:

              


      

    

    
      Shaanxi
Aoda Real Estate Co., Ltd. Address: Room 013, 5F, Building 2, Jiaoda Kaiyuan
Incubator South section Jingqi Road, Xi’an

    

    
      Xi’an
Kingtone Information Co., Ltd.  Address: 3F, Borough A, Block A,
No.181 South Taibai Road, Xi’an

    

    
      
        	
              	
                c.

              	
                In
      the event of change of address and any changes in the above companies by a
      party, a written notice shall be sent to the other party within ten days
      since the change. Otherwise, the other party will send the notice to the
      above-mentioned address and the notice can be considered as having been
      delivered. The party failing to send the notice shall assume the relevant
      responsibilities.

              


      

    

    


    
      	
              12.

            	
              Alteration
      and cancellation of the Agreement

            


    

    
      
        	
              	
                a.

              	
                The
      Agreement can be altered, amended or adjusted upon consents reached
      through negotiation by both
parties.

              


      

    

    
      
        	
              	
                b.

              	
                In
      the execution of the Agreement, any party, who intends to terminate the
      agreement in advance due to its personal matter, shall submit a written
      notice to the other party. The Agreement can be automatically terminated
      in the event of no disputes raised by the other party 30 days after the
      notice.

              


      

    

    
      
        	
              	
                c.

              	
                The
      clause for disputes settlement of the Agreement hereof remains effective
      after the termination of the
Agreement.

              


      

    

    
      
        	
              	
                d.

              	
                Other
      matters not mentioned in the Agreement shall be separately stipulated in
      spirit of mutual benefits and friendly negotiation and stated in the form
      of annex or supplementary agreement. Any party shall not alter the
      agreement without the permission of the other party. Or else the Party who
      alters the agreement shall assume the results and responsibilities caused
      hereof. The Annex hereof is an integral part of the Agreement and shall
      bear the company seal or contract seal of the two
  parties.

              


      

    

    
      
        	
              	
                e.

              	
                In
      the event of failure to conduct the transfer procedures for the land use
      right and the building ownership right caused by the governmental policy
      or other factors, Party A shall fully refund Party B the amount received
      and interest at the same period. In terms of the cancellation of the
      Agreement, the two parties shall stipulate and determinate
      otherwise.

              


      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              13.

            	
              Breach
      responsibility

            


    

    
      
        	
              	
                a.

              	
                Party
      A shall be constituted as violating the Agreement in the event of
      unilaterally canceling the agreement or failing to deliver the subject
      matter as per the agreement by Party A and must refund the payment to
      Party B and pay 5% of liquidated damages
      per day.

              


      

    

    
      
        	
              	
                b.

              	
                Party
      A shall be constituted as violating the agreement and assume the
      responsibility as stipulated in Article 1 hereof in the event of
      concealing the truth by Party A, third party arising or relating to this
      Agreement (including but not limited to preferred purchasing rights or
      lien) or other factors cause failing to execute the agreement by Party
      A.

              


      

    

    
      
        	
              	
                c.

              	
                Party
      B shall pay 5% of
      liquidated damages per day in case of failure to pay the fee stipulated in
      the Agreement hereof upon the validation. In case of the fee overdue one
      month, the agreement shall be automatically terminated. Party A shall
      refund the balance to Party B after deducting the liquidated
      damages.

              


      

    

    
      
        	
              	
                d.

              	
                In
      the event of violating the Agreement by any party, the other party has the
      right to notify the termination of the Agreement in writing and/or require
      the defaulting party continue to execute the Agreement. The defaulting
      party, beyond assuming the liquidated damages, shall take all direct or
      indirect damages caused herein to the other
  party.

              


      

    

    
      
        	
              	
                e.

              	
                Provided
      that Party A transfers the land use right or building ownership to the
      third party herein upon signing the Agreement hereof and conducts the
      transfer procedures, which causes Party B’s failure in acquiring the land
      use right or building ownership, Party A must pay double the paid
      contractor price to Party B in the
Agreement.

              


      

    

    


    
      	
              14.

            	
              Force
      Majeure

            


    

    
      
        	
              	
                a.

              	
                In
      the event of force majeure (including but not limited to earthquake,
      typhoon, fire, flood, war, strikes, riots, government act, or any other
      natural or man-made disasters) happened during the execution of the
      Agreement, any party shall notify the other party in writing within 15
      days since the occurrence. Otherwise, any party will be taken the
      responsibility caused by the force majeure. The Agreement cannot be fully
      or partially executed due to the force majeure, the Agreement will be
      fully or partially
terminated.

              


      

    

    


    
      	
              15.

            	
              Risk
      Transfer

            


    

    The risk
for the above-mentioned building and land will be transfer to Party B since the
date of transfer herein.

    


    
      	
              16. 

            	
              Compliance
      with Applicable Laws and Disputes
Settlement

            


    

    
      
        	
              	
                a.

              	
                People’s
      Republic of China Laws is applicable to the signing, enforcement,
      interpretation, execution and any disputes arisen
  hereby.

              


      

    

    
      
        	
              	
                b.

              	
                Any
      disputes arisen during the execution of the Agreement herein shall be
      settled through friendly negotiation. Otherwise, a lawsuit will be filed
      to the People’s District Court where the land is
  located.

              


      

    

    


    
      
        	
                17.

              	
                The
      Agreement shall be entered into four copies, two copies each kept by Party
      A and Part B.

              


      

    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    
      The
Agreement shall be effect upon signature or seal by two
parties.

    

    


    


    Transferor
(Party A): Shaanxi Aoda Property Co., Ltd.

    Legal
Rep: seal affixed

    


    


    Transferee
(Party B): Xi’an Kingtone Information Technology Co., Ltd.

    Legal
Rep: seal affixed

    


    April 22,
2008