Exhibit
10.12

    


    Shenzhen
Realty Lease Contract

    


    Prepared
by Shenzhen Realty Leasing Administrative Office

    


    Realty
Lease Contract

    


    The
lessor (Party A):   Shenzhen Shekou
Yu Er Industrial Co.,
Ltd                                        

     

    Address:
   Floor 4,
No. 38 (back building), Wanzhan Road, Shekou,
Shenzhen                  

     

    Postal
Code:    518067                                       
 

     

    Authorized
agent:                                                                                                                       
 

     

    Address: __________________________________________________________

     

    Postal
Code: _________________________

     

    The
renter (Party B): Yinlips Digital Technology
(Shenzhen) Co.,
Ltd               

     

    Address: Room 2929,
Nanguang Jiejia Building, No.3037 Shen South-mid road, Futian District,
Shenzhen         
 

     

    Postal Code:                                                                                                                                   

     

    Business
License or ID No.:      440301503286076                                                                     

     

    Authorized
agent:                                                                                                                         



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    This
realty lease contract is entered into by and between Party A and Party B based
on “China Contract Law”, “China Real Estate Administrative Law”, “Shenzhen
Special Economic Zone House Leasing Act” and their implementing regulations. In
consideration of the mutual covenants and agreements herein contained, it is
agreed by and between the lessor and the renter as follows:

    


    Article 1 Party A leases the
realty No. is    —       
, located at Building 3 (Floor 3 -5),
Baiwangxin Hi-tech Industrial District 1, Nanshan District,
Shenzhen    (hereafter referred to as “leased realty”) to
Party B. The total area of the leased realty is 4699.71 m2
in an five-storey building.

        The
rights holder of the leased realty is Shenzhen Shekou Yu Er
Industrial Co., Ltd. ; No. of property rights certificate or name and
number of other valid documents that prove the property rights (or right to
uses):        
—              .

    


    Article 2  The
leasing price is RMB18
(eighteen Yuan) per m2 per
month, and a total of RMB84,594.78 ( eighty-four
thousand five hundred and ninety-four Yuan and seventy-eight
cents).

    


    Article 3  Party B
shall make the first payment of RMB84,594.78 ( eighty-four
thousand five hundred and ninety-four Yuan and seventy-eight cents) by
November 10,
2008.

    


    Article
4    Party B shall make rent payments to Party
A

    (Y)
before the 5th of
every month;

    (  )
before the ___ date of ___ month every quarter;

    (  )
before the ___ date of ___ month every half year;

    (  )
before ___ date of ___ month every year.

    Party A
shall provide Party B taxation invoice upon receipt rentals from Party
B.

    (Please
choose from one of the four above items.)

    


    Article 5
   The lease term is from January 1, 2009 to
December 31,
2013.

        The
above term shall not cover beyond the land use period, otherwise, the period
beyond the expiry of the land use period shall be deemed as invalid. Any losses
arising from the excessive period shall be handled by the parties’ agreement; if
no such agreement exists, the said losses shall be born by Party A.

    


    Article 6
   The leased realty is used as workshop.

        Should
Party B wish to change the above use of the leased realty, it shall attain
written permission of Party A in advance. Party B shall also apply to the
property administration department for change the use before hand.

    


    Article 7
   Party A shall deliver the leased realty to Party B and
go through the transfer process by November 10,
2008.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Should
Party A fails to deliver the leased realty to Party B on time, Party B has the
right to request to extend the validity period of the contract accordingly. Both
parties shall sign to confirm the revised validity and have it registered at the
registration office.

    


    Article 8
   When handing over the leased realty, both parties shall
confirm its conditions and its ancillary facilities and appliances, and attach a
list to the contract.

    


    Article 9
 Party A may
acquire two-month worth of
rent payments as a deposit when delivering the leased realty. This amount is
equal to RMB169,189.24
(one hundred sixty-nine thousand, one hundred and eighty-nine Yuan and
twenty-four cents).

        Party
A shall provide a receipt to Party B upon receiving a rent deposit from Party
B.

    Only
under all of the following circumstances shall Party A refund the deposit to
Party B:

    1.at the
time when the leased realty is restored to original conditions, and Party A has
accepted the restoration. Reasonable natural wear and tear is
permitted.

    2.at the
time when the wages are settled, and the fees and costs due to administrations
concerned have been paid off.

    3.at the
time when this contract expires.

    (  )
any one of the above requirements is met;

    (Y) all
the above requirements shall be met.

    (The two
parties shall choose one from the above options in their mutual agreement.
)

    Under the
following circumstances, Party A will not refund the deposit to Party
B:

    1. at the
time when the leased realty is not restored to original conditions, and Party A
has not accepted the restoration. Reasonable natural wear and tear is
permitted.

    2.at the
time when the wages are not settled, and the fees and costs due to
administrations concerned have not been paid off.

    3.at the
time when this contract does not expires.

    


    Article 10
   During the lease period, Party A shall pay the land use
fee and taxed, lease management fees arising from the lease of property; while
Party B shall pay the water and electricity expenses, sanitation fees, property
management fees, elevator use fees and other fees arising from the use of
property.

    


    Article
11    Party A shall ensure that the property, its
ancillary facilities and appliances meet the requirements of the lease, and
shall guarantee the security system in place complies with all relevant laws and
regulations.

        Party
B has the right to claim for personal injury or property damage in the leased
realty due to intentional or negligent act(s) of Party A.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    Article 12
   Party B shall use the leased realty and ancillary
facilities property. No illegal act is allowed in the leased realty . Party A
shall not interrupt Party B for the normal and reasonable use of the leased
realty.

    


    Article
13    During the lease term, if due to no fault of
Party B, there is any natural damage or failure of the leased realty and its
ancillary facilities, Party B shall promptly notify Party A of the defects and
take appropriate measures to prevent the further expansion; Party A shall repair
the realty or authorize Party B to repair it in five days after being
notified. If Party B is not able to notify Party A or Party A fails to carry out
the repair work during the above-mentioned period, Party B may repair it by
registry at the registration office in advance.

        In
an extreme emergency when urgent repair is needed, Party B may carry out the
repair work first and promptly notify Party A of the situation.

        Costs
of repair arising out of the provisions above (including repair work carried out
by Party B or reasonable costs spent by Party B to prevent the expansion of the
damages) shall be born by Party A. In case Party B fails to inform Party A
promptly or take possible measures to prevent further damages, the repair costs
for the further damages shall be born by Party B.

    


    Article
14    If due to Party B’s improper or unreasonable
use, there is any damage or failure of the leased realty and its ancillary
facilities, Party B shall promptly notify Party A and repair on its own cost or
make compensation to Party A. If Party B refuses to carry out the repair work,
Party A could repair it by registry by registration office in advance and the
maintenance fees shall be born by Party B.

    


    Article
15    During the lease term, Party A and Party B
shall sign a separate written agreement in case of any reconstruction, extension
or decoration of the leased realty by any party.

        If
such reconstruction, extension or decoration is subject to the approval of
related administration, such approval shall be attained in advance.

    


    Article
16

    (   )
During the lease term, Party B may sublet part or all of the leased realty to a
third party, and register the sublease at the registration office. However, the
sublease term shall not exceed the term of this contract.

    (  )
Party B is not allowed to sublease part or all of the leased realty to third
party. However, with Party A’s written consents, Party B could register the
sublease to the registration office, and the sublease term shall not exceed the
term of this contract.

    (Y)
During the lease term, Party B shall not sublease part of all of the leased
realty to third party.

    (Please
choose and tick one of the above terms.)

    


    Article
17    During the lease term, Party A may transfer
part or all of the leased realty. In such case, Party A shall inform Party B, in
writing, one month in advance. In case the leased realty has to be transferred,
Party B has the priority to purchase.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    In case
the leased realty has to be transferred, Party A shall inform the transferee to
continue to perform this contract.

    


    Article
18    During the lease term, the contract will be
discharged or modified under the following circumstances:

    1. due to
force majeure, the contract could not be carried out;

    2. due to
government requisition, purchase, withdrawal or demolishment;

    3. due to
the mutual agreement of both parties.

    


    Article 19
   Party A has the right to:

    (Y )
require compensation from Party B;

    (Y ) not
refund the lease deposit;

    (   )
require Party B to pay liquidated damage.

    (Please
choose and tick one of the above terms.)

    


    Should
Party B perform any of the following acts:

    1. delays
rent payment for more than 30 days (one months);

    2. delays
payment of fees equal to or greater than   
— 
   ;

    3.
conducts illegal activities in the leased realty that harm the public or
others;

    4.
changes the structure or the use of the property without
permission;

    5. fails
to perform the duty under Article 14 of this contract, and does not carry out
the repair work or pay the maintenance fee , resulting in serious damage to the
leased realty;

    6.
decorates the leased realty without the permission of Party A and the relevant
administrative departments;

    7.
sublets the leased realty to a third party without the permission of Party
A.

    Party B
shall be responsible for damages or breach of contract, and besides, under the
above circumstances, Party A has the right to terminate the contract or modify
the terms and conditions.

    


    Article
20    Party B has the right to:

    ( Y )
require compensation from Party A;

    (   )
require double refund of lease deposit;

    (   )
require Party B to pay liquidated damage in the amount of    
—  
 
RMB Yuan.

    (Please
choose and tick one of the above terms.)

    


    Should
Party A perform any of the following acts:

    1. delays
delivery of the leased realty for more than 30 days (one months);

    2.
violates the provision of the first paragraph of Article 11, and fails to
fulfill the lease purpose;

    3.
violates Article 13 by not carrying out necessary repair work or pay for repair
fees;

    4.
reconstructs, extends or decorates the leased realty without permission of Party
B or approval of the relevant administrative departments.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    Party A
shall be responsible for damages or breach of contract, and besides, under the
above circumstances, Party B has the right to terminate the contract (upon
receipt of compensation, return the leased realty and a written notice.) or
modify the terms and conditions.

    Party B
has the right to withhold payment during the period from the date Party A has
receives the notice to the date Party B receives compensation.

    


    Article 21
   Party B shall move out of the leased realty and return
it to Party A within five days after the termination of this contract. Party B
shall ensure that the leased realty and its ancillary facilities and appliances
are in good state (except for normal wear and tear.) At the same time, Party B
shall settle down all the payments of fees and go through all transfer
processes.

    Should
Party B delay moving out or returning the leased realty, Party A has the right
to reprocess the leased realty and charge double rent.

    


    Article 22
   Should Party B wish to continue leasing the realty
after the expiration of the contract, it shall propose to renew the contract
three months before the expiration date. Party B has priority to lease the
realty under the same conditions.

    When both
parties agree to the renewal of the contract, a new lease contract shall be
signed and registered at the registration office.

    


    Article
23    Both parties shall abide to the contract. Any
party who breaches the contract shall be liable for it.

    


    Article
24    Any issue that has not been clarified in the
contract shall be set forth in attachments which will act as part of this
contract and have the same effect after signed by both parties.

        In
case Party A and Party B have agreed to modify the contract during the lease
term, the modified contract shall be registered at the same registration office
and have the same effect as this contract after registration.

    


    Article 25   Any
disputes arising from this contract shall be settled through negotiation. If no
settlement is reached through negotiation, either party could apply for the
registration office for intermediation; if intermediation fails, either party
could

    (Y )
apply for arbitration at Shenzhen Arbitration Committee;

    (   )
apply for arbitration at China International Economic and Trade Arbitration
Committee Shenzhen Branch;

    (   )
bring the case to People’s court.

    (Please
choose and tick one of the above terms.)

    


    Article
26    The contract shall come into force after it is
signed by both parties.

    Party A
and Party B shall register and record the contract at the registration office
within 10 days after consigned by both parties.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    Article 27
   The contract is written in Chinese and the Chinese
version prevails.

    


    Article
28    Four copies of the contract shall be produced,
one for Party A, one for Party B, one for the registration office and one for
its relevant departments.

    


    Party A
(Seal):  Shenzhen Shekou Yu Er Industrial Co. Ltd

    Legal
representative:

    Telephone:

    Bank
Account No.:

    Agent
(Seal):

    


    March 21,
2009

    


    Party B
(Seal): Yinlips Digital Technology (Shenzhen) Co., Ltd

    Legal
representative:

    Telephone:

    Bank
Account No.:

    Agent
(Seal):

    


    March 31,
2009

    


    Registration
or record agent (Seal):

    


    Contract
registration (record) department (Seal):

    April 7,
2009



    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    Supplementary
Agreement

    


    Article
1    When the first three years of the contract terms
expires, from the forth year dated from January 1, 2012, the rent shall be
adjusted accordance to the current market price, however, the adjustment rate
shall not exceed 8% of the highest or the lowest market price.

    


    Article
2    Supplement to the contract terms

    1.
Article 20 (4)

    During
the lease term, in accordance with the principle of not destroying the original
structure of the leased realty, Party B may decorate the leased realty according
to its business characteristics, however, Party B shall provide Party A with its
decoration program and obtain Party A’s written approval.

    2.
Article 17, Article 19 (6)

    During
lease term, if the changes of the realty property rights impacts Party B’s
normal operation and makes Party B suffer from losses, Party A shall be liable
for Party B’s losses and make compensation.

    


    Article
3    Party A has the duty to assist Party B to apply
for business license, go through environmental protection procedure and fire
fighting procedure, and the costs shall be born by Party B.

    


    Party A
(Seal):  Shenzhen Shekou Yu Er Industrial Co. Ltd

    Legal
representative:

    Telephone:

    Bank
Account No.:

    Agent
(Seal):

    March 31,
2009

    


    Party B
(Seal): Yinlips Digital Technology (Shenzhen) Co., Ltd

    Legal
representative:

    Telephone:

    Bank
Account No.:

    Agent
(Seal):

    March 31,
2009

    


    Registration
or record agent (Seal):

    


    Contract
registration (record) department (Seal):

    2009