AMENDMENT
NO.1

    TO
THE

    PATENT
LICENSE AGREEMENT

    


    This AMENDMENT NO. 1 TO THE PATENT
LICENSE AGREEMENT, dated and effective as of March 26, 2009 (this "Amendment"),
is entered into by and among Yinlips Digital Technology (Shenzhen) Co., Ltd.
(“Licensee”) and Zhao Zifeng (“Licensor”).  Licensee and Licensor are
collectively referred to herein as the “Parties.” Terms not defined in this
Amendment shall have such meanings as set forth in the Agreement (as defined
below).

    


    WITNESSETH:

    


    WHEREAS, the Parties entered into that
certain Patent License Agreement dated as of October 4, 2008 (the
“Agreement”);

    


    WHEREAS, the Parties desire to amend
the Agreement by entering into this Amendment; and

    


    WHEREAS, Article 13.2 of the Agreement
permits the parties to amend the Agreement only by a written instrument executed
by the Parties.

    


    NOW, THEREFORE, for good and valuable
consideration and in consideration of the respective representations,
warranties, covenants and agreements set forth in the Agreement, the parties
hereby agree to amend the Agreement as follows:

    


    AGREEMENT:

    


    1.           Recital
A of the Agreement is hereby amended and restated in its entirety as
follows:

    


    A.  Party A is the owner of
certain patents listed in Schedule A attached hereto which may have
applicability to Party B’s digital products;

    


    2.           Article
3 of the Agreement is hereby amended and restated in its entirety as
follows:

    


    The patented technology under this
Agreement refers to the certain patents listed in Schedule A attached
hereto.

    


    3.           Schedule
A to the Agreement is hereby attached hereto.

    


    4.           Except
as amended herein, the Agreement shall remain in full force and
effect.

    


    5.           This
Amendment 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 Amendment may be executed and delivered by
facsimile.

    


    [SIGNATURE
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    IN WITNESS WHEREOF, each of the parties
hereto has executed this Amendment as of the date first set forth
above.

    


    
      
        
          
            	
                    LICENSOR:

                  
	 
      
	
                    /s/
      Zhao Zifeng

                  
	 
      
	
                    Zhao
      Zifeng

                  
	 
      
	
                    LICENSEE:

                  
	 
      
	
                    [Seal
      of the Company]

                  
	 
      
	
                    Yinlips
      Digital Technology (Shenzhen) Co.,
Ltd.

                  


          

        

      

    

     

    
      
         


      

      
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    SCHEDULE
A

    


    PATENTED
TECHNOLOGY


    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          	
                                                                  No.

                                                                	 
      	
                                                                  Name

                                                                	 
      	
                                                                  Patent No.  / 

                                                                  Application No.

                                                                	 
      	
                                                                  Patent Application

                                                                  Date

                                                                	 
      	
                                                                  Remarks

                                                                
	 	 	 	 	 	 	 	 	 
	
                                                                  1

                                                                	 
      	
                                                                  Digital photo
      frame

                                                                	 
      	
                                                                  ZL 2006 3
      0018829.0

                                                                	 
      	
                                                                  September 16,
      2006

                                                                	 
      	
                                                                  Industrial
      design;

                                                                  awarded in
      China

                                                                
	 	 	 	 	 	 	 	 	 
	
                                                                  2

                                                                	 
      	
                                                                  MP3 player

                                                                	 
      	
                                                                  ZL
      200730173651.1

                                                                	 
      	
                                                                  September 14, 2007

                                                                	 
      	
                                                                  Industrial
      design;

                                                                  awarded in
      China

                                                                
	 	 	 	 	 	 	 	 	 
	
                                                                  3

                                                                	 
      	
                                                                  Multimedia
      Player

                                                                  ( YDP116 )

                                                                	 
      	
                                                                  200830102244.6

                                                                	 
      	
                                                                  March 5,
    2008

                                                                	 
      	
                                                                  Industrial design;
      under

                                                                  application in
      China

                                                                
	 	 	 	 	 	 	 	 	 
	
                                                                  4

                                                                	 
      	
                                                                  Multimedia
      Player

                                                                  ( YDPG70 )

                                                                	 
      	
                                                                  200830102243.1

                                                                	 
      	
                                                                  March 5,
    2008

                                                                	 
      	
                                                                  Industrial design;
      under

                                                                  application in
      China

                                                                
	 	 	 	 	 	 	 	 	 
	
                                                                  5

                                                                	 
      	
                                                                  Key structure
      of

                                                                  digital
    player

                                                                	 
      	
                                                                  200820094999.0

                                                                	 
      	
                                                                  June 27,
2008

                                                                	 
      	
                                                                  Utility model;
      under

                                                                  application in
      China

                                                                
	 	 	 	 	 	 	 	 	 
	
                                                                  6

                                                                	 
      	
                                                                  Multimedia
      Player

                                                                	 
      	
                                                                  200830104856.9

                                                                	 
      	
                                                                  July
      9, 2008

                                                                	 
      	
                                                                  Industrial
      design; under

                                                                  application
      in
China

                                                                


                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    
      
         


      

      
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