**NIVS
        IntelliMedia Technology Group, Inc.**
 
 **Amended
        and Restated**
 **Code
        of Business Conduct and Ethics**
 
 ***Originally
        Adopted on August 15, 2008, and***
 ***amended
        and restated on November 28, 2008***
 
 **I.**
              **Statement
                  of Policy**
  This
        Amended and Restated Code of Business Conduct and Ethics (the “Code”) has been
        adopted by the Board of Directors of NIVS IntelliMedia Technology Group,
        Inc.
        (the “Company,” “we,” “our” or “us”) to promote honest and ethical conduct,
        proper disclosure of financial information in the Company's periodic reports,
        and compliance with applicable laws, rules, and regulations by the Company's
        employees. This Code summarizes the legal, ethical and regulatory standards
        that
        the Company must follow and is a reminder to its directors, officers and
        employees of the seriousness of that commitment. As used in this Code, the
        term
        Financial Employees means executives and all managers with accounting or
        financial reporting responsibilities or related disclosure responsibilities,
        including but not limited to the Company Chief Executive Officer, Chief
        Financial Officer, principal accounting officer, controller and other persons
        performing similar functions. The Code should also be provided to and followed
        by all of the Company’s agents and representatives, including its consultants,
        to the same extent required of directors, certain of its officers and employees
        of the Company.
  Our
        business is becoming increasingly complex, both in terms of the geographies
        in
        which we function and the laws with which we must comply. To help our employees
        understand what is expected of them and to carry out their responsibilities,
        we
        have created this Code of Business Conduct and Ethics. While this Code covers
        a
        wide range of business practices and procedures, it is not intended to be
        a
        comprehensive guide to all of our policies or to all of your responsibilities
        under the applicable laws or regulations. Rather, this Code sets out basic
        principles to help you resolve the ethical and legal issues that you may
        encounter in conducting our business. As such, this Code functions as a
        guideline, or a minimum requirement, that must always be followed.
  We
        expect
        each of our employees to read and become familiar with the ethical standards
        described in this Code. Violations of the law, our corporate policies or
        this
        Code may lead to disciplinary action, including termination of employment
        or
        service with the Company.
  **II.**
              **We
                  Insist on Honest and Ethical Conduct**
  We
        place
        the highest value on the integrity of our employees, and demand this level
        of
        integrity in all our dealings. We insist on not only ethical dealings with
        others, but on the ethical handling of actual or apparent conflicts of interest
        between personal and professional relationships.
  
  **Competition
        and Fair Dealing**
  All
        employees are required to deal honestly and fairly with our customers,
        suppliers, competitors, other employees and other third parties. We seek
        to
        outperform our competition fairly and honestly. Stealing proprietary
        information, possessing trade secret information that was obtained without
        the
        owner’s consent, or inducing such disclosures by past or present employees of
        other companies is prohibited. No employee should take unfair advantage of
        anyone through manipulation, concealment, abuse of privileged information,
        misrepresentation of material facts or any other intentional unfair practice,
        and our employees should be diligent in preventing or terminating any such
        activity by the employees reporting to them.
  **Conflicts
        of Interest; Corporate Opportunities**
  Our
        employees should not be involved in any activity that creates or gives the
        appearance of a conflict of interest between their personal interests and
        the
        interests of the Company. A conflict of interest occurs when an individual’s
        private interest interferes in any way or may appear to interfere with the
        interests of the Company as a whole. A conflict situation can arise when
        a
        director, officer or employee takes actions or has interests that may make
        it
        difficult to perform his or her work for the Company objectively and
        effectively. Conflicts of interest may also arise when a director, officer
        or
        employee, or a member of his or her family, receives an improper personal
        benefit as a result of his or her position with the Company. It may be a
        conflict of interest for a director, officer or employee to work simultaneously
        for a competitor, customer or supplier. The best policy is to avoid any direct
        or indirect business connection with our customers, suppliers or competitors,
        except on our behalf. Loans to, or guarantees of obligations of, employees
        and
        their family members may create conflicts of interest.
  No
        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, executive officer, or Employee of the Company has a direct
        or
        indirect interest, may occur without (i) prior submission to the Audit
        Committee, (ii) prior review, analysis, and approval by the Audit Committee
        after due consideration with management, the Company’s general counsel, the
        internal auditors, the outside auditors and other appropriate parties, as
        applicable.
  In
        addition, without limiting the generality of this Code’s prohibition on
        conflicts of interest by employees, examples of conflicts of interest include,
        but are not limited to:
  ·
              Accepting,
                  directly or indirectly, gifts, loans, services or entertainment
                  of more
                  than nominal value, from a competitor, customer, supplier, or other
                  party
                  doing or seeking to do business with the
                  Company;
  ·
              Acquiring
                  any interest or asset of any kind for the purpose of selling or
                  leasing it
                  to the Company; and
  ·
              Doing
                  business with close relatives on behalf of the Company unless authorized
                  after the relationship has been fully
                  disclosed.
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  Employees
        must notify the Chairman of our Audit Committee of the existence of any actual
        or potential conflict of interest including any actual or potential conflicts
        of
        interest involving their subordinate employees of which they become aware.
        The
        Audit Committee may make a determination that a particular transaction or
        relationship will not result in a conflict of interest covered by this policy.
        Any waivers of this policy may only be approved by the Board of Directors
        or the
        Audit Committee. If you are not sure whether a potential matter constitutes
        a
        conflict of interest, please contact the Chairman of our Audit Committee
        who
        will assist you in the determination or refer you to the Company’s outside
        counsel.
  **Confidentiality**
  Our
        employees are entrusted with our confidential information and with the
        confidential information of our suppliers, customers or other business partners.
        This information includes all non-public information that might be of use
        to
        competitors, or harmful to the Company or its customers, if disclosed, and
        may
        include (a) technical or scientific information about current and future
        products, services or research, (b) business or marketing plans or projections,
        (c) earnings and other internal financial data, (d) personnel information,
        (e)
        supply and customer lists and (f) other non-public information that, if
        disclosed, might be of use to our competitors, or harmful to our suppliers,
        customers or other business partners. This information is our property, or
        the
        property of our suppliers, customers or business partners, and in many cases
        was
        developed at great expense.
  Our
        employees must maintain the confidentiality of confidential information
        entrusted to them by the Company, its suppliers, customers or other business
        partners, except when disclosure is authorized by the Board of Directors,
        or
        general counsel, if such position is hereafter filled, or is otherwise required
        by applicable laws or regulations. This obligation to preserve confidential
        information continues even after your appointment and/or employment, as
        applicable, ends. In connection with this obligation, you may have executed
        a
        confidentiality agreement when you began employment with the Company. Please
        see
        your confidentiality agreement, if any, and the Company’s employee handbook for
        further information regarding your responsibilities in this area.
  **Protection
        and Proper Use of Corporation Assets**
  All
        employees should endeavor to protect the Company’s assets and ensure their
        efficient use. Theft, carelessness and waste have a direct impact on the
        Company’s profitability. Any suspected incident of fraud or theft should be
        immediately reported for investigation. Company equipment should not be used
        for
        non-Company business, though incidental personal use may be
        permitted.
  The
        obligation to protect the Company’s assets includes its proprietary information.
        Proprietary information includes intellectual property such as trade secrets,
        patents, trademarks, and copyrights, as well as business, marketing and service
        plans, engineering and manufacturing ideas, designs, databases, records,
        salary
        information and any unpublished financial data and reports. Unauthorized
        use or
        distribution of this information would violate Company policy, could be illegal
        and may result in civil or even criminal penalties.
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  **Corporate
        Opportunities**
  Employees
        are prohibited from taking for themselves personally opportunities that are
        discovered through the use of corporate property, information or position
        without the consent of the Board of Directors. No employee may use corporate
        property, information or position for improper personal gain, and no employee
        may compete with the Company directly or indirectly. Employees, officers
        and
        directors owe a duty to the Company to advance its legitimate interests when
        the
        opportunity to do so arises.
  **III.**
              **Provide
                  Full, Fair, Accurate, Timely and Understandable Disclosure**
  We
        are
        committed to providing our stockholders and investors with full, fair, accurate,
        timely and understandable disclosure in the reports that we file with the
        Securities and Exchange Commission. You must take all steps available to
        assist
        the Company in these responsibilities. To this end, our employees
        shall:
  ·
              not
                  make false or misleading entries in our books and records for any
                  reason;
  ·
              notify
                  our Chief Financial Officer if they become aware of an unreported
                  or
                  questionable transaction;
  ·
              maintain
                  a system of internal accounting controls that will provide reasonable
                  assurances to management that all transactions are properly
                  recorded;
  ·
              prohibit
                  the establishment of any undisclosed or unrecorded funds or
                  assets;
  ·
              maintain
                  a system of internal controls that will provide reasonable assurances
                  to
                  our management that material information about the Company is made
                  known
                  to management, particularly during the periods in which our periodic
                  reports are being prepared; and
  ·
              present
                  information in a clear and orderly manner and avoid the use of
                  unnecessary
                  legal and financial language in our periodic
                  reports.
  **IV.**
              **Special
                  Ethical Obligations for Employees with Financial Reporting
                  Responsibilities**
  In
        performing their duties, our Financial Employees must adhere to and advocate
        to
        the best of their ability the following principles governing their professional
        and ethical conduct:
 
 ·
              Act
                  with honesty and integrity, including the ethical handling of actual
                  or
                  apparent conflicts of interests between personal and professional
                  relationships;
 
 ·
              Comply
                  with all applicable laws, rules and regulations of federal, state,
                  provincial and local governments, and other appropriate private
                  and public
                  regulatory agencies applicable to the performance of his or her
                  duties
                  with the Company;
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  ·
              Comply
                  with the Company’s established accounting procedures, system of internal
                  controls and generally accepted accounting
                  principles;
 
 ·
              Promptly
                  disclose to the Audit Committee any significant deficiencies in
                  the design
                  or operation of the Company’s internal controls impacting the collection
                  and reporting of financial data and any fraud involving management
                  or
                  other employees who play a significant role in the Company’s internal
                  controls; and
 
 ·
              Provide
                  information that is accurate, complete, objective, relevant, timely
                  and
                  understandable to ensure full, fair, accurate, timely and understandable
                  disclosure in reports and documents that the Company files with,
                  or
                  submits to, governmental agencies, including the Securities and
                  Exchange
                  Commission, and in other public communications made by the
                  Company.
 
 **V.**
              **Compliance
                  with all Laws, Rules and
                  Regulations**
  We
        are
        committed to full compliance with the laws and regulations of the cities,
        states
        and countries in which we operate, including, but not limited to:
  ·
              Conducting
                  our activities in full compliance with all applicable environmental
                  laws;
  ·
              prohibiting
                  any illegal payments, gifts or gratuities to any government or
                  government
                  employee;
  ·
              prohibiting
                  the unauthorized use, reproduction, or distribution of any third
                  party’s
                  trade secrets, copyrighted information or confidential information;
                  and
  ·
              complying
                  with all applicable securities
                  laws.
  Our
        employees who have access to material, nonpublic information about the Company
        are not permitted to use or share that information for stock trading purposes
        or
        for any other purpose except in the conduct of our business. All non-public
        information about the Company should be considered confidential information.
        To
        use non-public information for personal financial benefit or to “tip” others who
        might make an investment decision on the basis of this information is not
        only
        unethical but also illegal.
  Any
        employee who violates the law or this Code may be subject to immediate
        disciplinary action, including possible termination of employment or affiliation
        with the Company.
  **VI.**
              **Compliance
                  Procedures; Reporting Violations; and Effect of
                  Violations**
  Compliance
        with this Code, first and foremost, is the individual responsibility of every
        employee. We attempt to foster a work environment in which ethical issues
        and
        concerns may be raised and discussed with supervisors or with others without
        the
        fear of retribution.
  5
  **Reporting
        Violations and Questions**
  Employees
        must promptly report, in person or in writing, any known or suspected violations
        of laws, governmental regulations or this Code to the Chairman of the Audit
        Committee. Any questions or violation reports will be addressed immediately
        and
        seriously.
  **No
        Retaliation; Internal Investigation**
  We
        will
        not allow any retaliation against an employee who acts in good faith in
        reporting any violation. When an alleged violation of the Code is reported,
        we
        shall take prompt and appropriate action in accordance with the law and
        regulations otherwise consistent with good business practices. Our Audit
        Committee will investigate any reported violations and will determine an
        appropriate response, including corrective action and preventative measures,
        involving the Chief Executive Officer when required. All reports will be
        treated
        confidentially to every extent possible.
  **Consequences
        of a Violation**
  Employees
        that violate any laws, governmental regulations or this Code will face
        appropriate, case specific disciplinary action, which may include demotion
        or
        immediate discharge.
  **At
        Will Employment**
  Nothing
        in this Code shall confer upon employees any right to continue in the employment
        of the Company for any period of specific duration or interfere with or
        otherwise restrict in any way the rights of the Company (or any parent or
        subsidiary of the Company employing or retaining the employee) or of the
        employee, which rights are hereby expressly reserved by each, to terminate
        the
        employee’s service with the Company at any time for any reason, with or without
        cause.
  **VII.**
              **Waivers
                  of the Code of Ethics**
  Any
        waiver of this Code for employees may be made only by the Board of Directors,
        or
        the Audit Committee and will be promptly disclosed as required by law and
        the
        rules of the NYSE Alternext U.S. Requests for waivers must be made in writing
        to
        the Board of Directors or the Audit Committee prior to the occurrence of
        the
        violation of the Code.
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