**NIVS
      INTELLIMEDIA TECHNOLOGY GROUP, INC.**





**AMENDED
      AND RESTATED CHARTER**


**OF
      THE**


**AUDIT
      COMMITTEE**





***Originally
      Adopted on August 15, 2008, and***


***amended
      and restated on November 28, 2008***





**Section
      1.**  **Purpose** **.**





The
      primary purpose of the Audit Committee (the " Committee ")
      of the
      Board of Directors (the " Board ")
      of
      NIVS IntelliMedia Technology Group, Inc. (the " Company ")
      is:





·
            to
                assist the Board of Directors to fulfill its oversight of the integrity
                of
                the Company’s financial statements, the Company’s compliance with legal
                and regulatory requirements, the independent auditor’s qualifications and
                independence, and the performance of the Company’s internal audit function
                and independent auditors; and





·
            to
                prepare the audit committee report required by the rules of the Securities
                and Exchange Commission (the "SEC")
                to be included in the Company’s annual proxy
                statement.





**Section
      2.**  **Membership** **.**





**(A)**  The
      Committee shall consist of at least three directors. The exact number of members
      shall be determined from time to time by the Board.





**(B)**  The
      members of the Committee shall meet the independence requirements imposed by
      any
      market or exchange on which the Company’s securities may be listed or quoted
      from time to time (the “ Listing
      Standards ”),
      and
      by SEC Rule 10A-3(b)(1), and shall be able to read and understand fundamental
      financial statements, including the Company’s balance sheet, income statement,
      and cash flow statement. None of the members of the Committee shall have
      participated in the preparation of the financial statements of the Company
      or
      any subsidiary of the Company at any time during the three years preceding
      becoming a member of the Committee. At least one member of the Committee shall
      be a “financial expert” as defined in Item 401 of Regulation S-K as determined
      by the Board.





**(C)**  The
      members of the Committee shall be appointed by a majority vote of the directors
      on the Board and shall serve until such member’s successor is duly appointed and
      qualified or until such member’s resignation or removal by a majority vote of
      the Board.





**(D)**  No
      member
      of the Committee may serve simultaneously on the audit committees of more than
      two other public companies, unless the Board determines that such simultaneous
      service would not impair such director’s ability to serve effectively on the
      Committee and such determination is disclosed in the Company’s annual proxy
      statement.





**Section
      3.**  **Authority
      and Responsibilities** **.**





The
      Committee’s function is not to replace the Company’s management, internal
      auditors and outside auditors, but rather one of oversight. It is the
      responsibility of the Company’s management to prepare the Company’s financial
      statements and to develop and maintain adequate systems of internal accounting
      and financial controls, and it is the internal and outside auditors’
responsibility to review and, when appropriate, audit these financial statements
      and internal controls. The Committee recognizes that the financial management
      and the internal and outside auditors have more knowledge and information about
      the Company than do Committee members. Consequently, in carrying out its
      oversight responsibilities, the Committee cannot provide any expert or special
      assurance as to the Company’s financial statements or internal controls or any
      professional certification as to the outside auditors’ work. In carrying out its
      oversight responsibilities, the Committee shall undertake the activities and
      have the authority (in addition to any others that the Board may from time
      to
      time delegate to the Committee) as described in this Charter.










**Section
      4.**  **Relationship
      with Auditors** **.**





**(A)**  The
      Committee shall have sole authority and be directly responsible for the
      appointment, retention, compensation, oversight, evaluation and termination
      (subject, if applicable, to stockholder ratification) of the work of the
      Company’s outside auditors for the purpose of preparing or issuing an audit
      report or performing other audit, review or attest services. The Company’s
      outside auditors shall report directly to the Committee.





**(B)**  The
      Committee shall review and pre-approve **(i)** auditing
      services (including those performed for purposes of providing comfort letters
      and statutory audits) and **(ii)** non-auditing services that exceed a *de
      minimis* standard
      established by the Committee, which are rendered to the Company by its outside
      auditors (including fees).





**(C)**  The
      Committee shall:





**(i)** if
      required by any applicable law or rule of an exchange or association on which
      the Company’s securities are traded, request from the outside auditors, at least
      annually, a written report describing: **(a)** the
      outside auditors’ internal quality-control procedures; and **(b)** any
      material issues raised by the most recent internal quality-control review or
      peer review of the outside auditors, or by any inquiry or investigation by
      governmental or professional authorities, within the preceding five years,
      with
      respect to one or more independent audits carried out by the outside auditors,
      and any steps taken to deal with any such issues; and





**(ii)** if
      required by any applicable law or rule of an exchange or association on which
      the Company’s securities are traded, review and discuss with the outside
      auditors any relationships or services that may impact the objectivity and
      independence of the outside auditors; and





**(iii)** request
      from the outside auditors, at least annually, a written report describing all
      relationships between the outside auditors and the Company, including the
      matters covered by Independence Standards Board Standard Number 1 (to assess
      the
      outside auditors’ independence).





**(D)**  After
      reviewing the foregoing reports and the outside auditors’ work throughout the
      year, the Committee shall evaluate the outside auditors’ qualifications,
      performance and independence. This evaluation shall include the review and
      evaluation of the lead partner(s) of the outside auditors. In making its
      evaluation, the Committee may take into account the opinions of management
      and
      the Company’s internal auditors (or other personnel responsible for the internal
      audit function) and shall take appropriate action in response to the outside
      auditors’ report and the opinions of those the Committee consults to satisfy
      itself of the outside auditors’ independence and adequate
      performance.





**(E)**  The
      Committee should further consider whether, in order to assure the continuing
      independence of the outside auditors, there should be regular rotation of the
      lead audit partner (in addition to what may already be required by law or
      regulation).




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**(F)**  The
      Committee shall establish hiring policies with respect to employees and former
      employees of the outside auditors.





**(G)**  The
      Committee shall review and discuss with management, the outside auditors and
      the
      internal auditors the performance and adequacy of the Company’s internal audit
      function, including the internal auditors’ responsibilities, budget, staffing,
      the Internal Audit Statement of Responsibilities and any proposed changes in
      the
      audit scope, plan or procedures from the prior period.





**Section
      5.**  **Financial
      Reporting Process and Financial Statements** **.**





**(A)**  The
      Committee shall meet regularly with management. The Committee shall meet, at
      least annually, with the Company’s outside auditors in a private session.





**(B)**  The
      Committee shall review and discuss with management and the outside auditors
      on a
      quarterly basis prior to filing quarterly or annual financial statements: **(i)** the
      audited financial statements to be included in the Company’s Annual Report on
      10-K (or the Annual Report to Stockholders if distributed prior to the filing
      of
      the Form 10-K); **(ii)** the
      quarterly financial statements to be included in the Form 10-Q, **(iii)** the
      Company’s disclosures in the related "Management’s Discussion and Analysis of
      Financial Condition and Results of Operation"; **(iv)** the
      Company’s disclosure controls and procedures (including any significant internal
      control deficiencies or material weaknesses and any changes implemented in
      light
      of material control deficiencies or weaknesses); and **(v)** any
      fraud that involves management or other employees who have a significant role
      in
      the Company’s internal controls.





**(C)**  In
      connection with the annual audit and review by the outside auditors of the
      financial information included in the Company’s Quarterly Reports on Form 10-Q,
      the Committee shall, prior to the filing of the Form 10-K or 10-Q, as
      applicable, discuss with the outside auditors the results of their audit or
      review and the matters required to be discussed by Statement on Auditing
      Standards No. 114 (SAS 114), as amended or supplemented. In addition, the
      Chairman or his designee shall, before the quarterly earnings press releases
      are
      released, discuss with the outside auditors the results of their review of
      quarterly earnings press releases and the matters required to be discussed
      by
      SAS 114.





**(D)**  The
      Committee shall request from the Company’s outside auditors and, where
      applicable, the Company’s internal auditors, timely reports
      concerning:





**(i)** major
      issues regarding accounting principles and financial statement presentations,
      including all critical accounting policies and practices and any changes in
      the
      selection or application of accounting principles;





**(ii)** all
      significant financial reporting issues and judgments, including all critical
      accounting estimates and alternative treatments of financial information within
      generally accepted accounting principles that have been discussed with the
      management of the Company, the ramifications of the use of such alternative
      estimates or treatments and the estimate/treatment preferred by the
      auditors;





**(iii)** the
      effect of regulatory or accounting initiatives, as well as off-balance sheet
      transactions, on the financial statements; and





**(iv)** any
      material written communications between the auditors and the management of
      the
      Company (such as any management letter or schedule of unadjusted
      differences).




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**(E)**  The
      Committee shall review with the outside auditors and the internal auditors
      any
      audit problems or difficulties encountered (including any restrictions on the
      scope of the independent auditor’s activities or on access to requested
      information, and any significant disagreements with management) and management’s
      response. The Committee shall be responsible for the resolution of disagreements
      among the Company’s management, the outside auditors and the internal auditors
      regarding financial reporting.





**(F)**  The
      Committee shall review with the internal auditor and the external auditor their
      annual audit plans and the degree of coordination of such plans.





**(G)**  Based
      on
      the above review and discussions, the Committee shall determine whether to
      recommend to the Board that the Company’s audited financial statements be
      included in the Company’s Annual Report on Form 10-K.





**(H)**  The
      Committee shall prepare the report of the audit committee required by the rules
      of the SEC to be included in the Company’s annual proxy statement.





**(I)**  The
      Committee shall periodically discuss with management the types of information
      to
      be disclosed and the types of presentation to be made in quarterly earnings
      press releases and with respect to financial information and earnings guidance
      provided to analysts and rating agencies or otherwise made public.





**Section
      6.**  **Risk
      Management** **.**





**(A)**  The
      Committee shall discuss with management, the internal auditors and the outside
      auditors the Company’s policies with respect to risk assessment and risk
      management. This discussion should cover the Company’s major financial risk
      exposures and the steps management has taken to monitor and control these
      exposures.





**(B)**  The
      Committee shall review the annual audit report regarding officers’ expense
      accounts and perquisites and the results of any surveys of compliance with
      any
      business conduct policies of the Company.





**Section
      7.**  **Compliance
      with Laws, Regulations and Ethics Codes** **.**





**(A)**  The
      Committee shall review with the Company’s general counsel, the internal auditors
      and other appropriate parties, as applicable, legal matters that may have a
      material impact on the Company’s financial statements, the Company’s compliance
      policies and procedures and any material reports received from or communications
      with regulators or government agencies.





**(B)**  The
      Committee shall review and pre-approve any related party transactions and other
      matters pertaining to the integrity of management, including potential conflicts
      of interest, or adherence to standards of business conduct as required by the
      policies of the Company.





**(C)**  The
      Committee shall discuss and review with management, the Company’s general
      counsel, the internal auditors, the outside auditors and other appropriate
      parties, as applicable, any proposed loan, advance of funds, transfer of funds,
      creation of debt or other liability, or similar transaction with a related
      party, including any entity in which a director or executive officer of the
      Company has a direct or indirect interest, prior to approving any such
      transaction, and no transaction shall be permitted to occur without prior
      written approval and authorization by the Committee.




-4-





**(D)**  The
      Committee shall **(i)** review
      requests for waivers from management regarding any code of conduct and ethics
      that the Company may adopt for the principal financial officer, principal
      accounting officer, controller or persons performing similar functions, and **(ii)** promptly
      disclose any waivers that are required by regulation or listing standards to
      be
      disclosed publicly.





**(E)**  The
      Committee shall oversee and regularly review the adequacy and performance of
      established procedures for **(i)** the
      receipt, retention and treatment of complaints received by the Company regarding
      accounting, internal accounting controls and/or auditing matters; and **(ii)** the
      confidential, anonymous submission by Company employees of concerns regarding
      questionable accounting or auditing matters.





**Section
      8.**  **Performance
      Evaluation** **.**





The
      Committee shall review its own performance and reassess the adequacy of this
      Charter at least annually in such manner as it deems appropriate, and submit
      such evaluation, including any recommendations for change, to the full Board
      for
      review, discussion and approval.





**Section
      9.**  **Access
      to Advisors** **.**





**(A)**  The
      Committee shall have the authority to engage and obtain advice and assistance
      from internal or external legal, accounting or other advisors, without having
      to
      seek board approval.





**(B)**  The
      Committee shall make determinations with respect to funding by the Company
      with
      respect to the payment of the Company’s outside auditors and any other advisors
      retained by the Committee.





**Section
      10.**  **Funding** **.**





**(A)**  In
      addition to the funding permitted under Section 9(B), the Company shall provide
      for appropriate funding, as determined by the Committee, in its capacity as
      a
      committee of the Board of Directors for payment of:





**(i)**  Compensation
      to any registered public accounting firm engaged for the purposes of preparing
      or issuing an audit report or performing other audit, review or attest services
      for the Company, and





**(ii)**  Ordinary
      administrative expenses of the Committee that are necessary or appropriate
      in
      carrying out its duties.





**Section
      11.**  **Structure
      and Operations** **.**





**(A)**  The
      Board
      shall designate one member of the Committee to act as its chairperson. The
      Committee shall meet in person or telephonically at least on a quarterly basis
      at such times and places determined by the Committee chairperson, with further
      meetings to occur, or actions to be taken by unanimous written consent, when
      deemed necessary or desirable by the Committee or its chairperson. The
      chairperson, with input from the other members of the Committee, shall set
      the
      agendas for Committee meetings; such agendas shall be distributed to the full
      Board. Two members of the Committee shall constitute a quorum; when more than
      two members are present, the act of a majority of such members at a meeting
      at
      which a quorum exists shall be the act of the Committee, and when only two
      members are present, the unanimous vote of the two members shall constitute
      the
      act of the Committee.




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**(B)**  The
      Committee may request that any directors, officers or other employees of the
      Company, or any other persons whose advice and counsel are sought by the
      Committee, attend any meeting of the Committee to provide such pertinent
      information as the Committee requests. The Committee may exclude from its
      meetings any persons it deems appropriate in order for it to fulfill its
      responsibilities.





**(C)**  The
      Committee may form and delegate authority to subcommittees when appropriate.
      In
      particular, the Committee may also delegate to one or more of its members the
      authority to pre-approve audit and/or non-audit services, provided that the
      decisions of any member(s) to whom pre-approval authority is delegated shall
      be
      presented to the Committee at the next Committee meeting.





**(D)**  The
      Committee shall maintain written minutes or other records of its meetings and
      shall give regular reports to the Board on these meetings, including the
      Committee’s actions, conclusions and recommendations and such other matters as
      required by this Charter or as the Board may from time to time
      specify.





**(E)**  Except
      as
      expressly provided in this Charter, the Company’s by-laws or the Company’s
      business conduct policies, if any, or as required by law, regulation or the
      Listing Standards, the Committee shall set its own rules of
      procedure.





**Section
      12.**  **Compensation** **.**





No
      member
      of the Committee may receive, directly or indirectly, any compensation from
      the
      Company other than **(A)** fees
      paid to directors for service on the Board (including customary perquisites
      and
      other benefits that all directors receive), **(B)** additional fees paid to directors for service on a committee of the Board
      (including the Committee) or as the chairperson of any committee and **(C)** a
      pension or other deferred compensation for prior service that is not contingent
      on future service on the Board.




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