Exhibit
4.21

     

    [Translation
of Chinese Original]

     

    Share
Pledge Agreement

    


    This
Share Pledge Agreement (the “Agreement”) is entered into by the following
parties on November 24, 2008 in Beijing, the People’s Republic of China
(“PRC”):

    


    
      	
              Pledgee: 

            	
              Beijing
      Super TV Co., Ltd.

            


    

    Registered
Address: Jingmeng Hi-Tech Building B, Room 406, No.5-2, Shangdi East Road,
Haidian District, Beijing

    Legal
Representative: Zhu Jianhua

    


    
      	
              Pledger: 

            	
              Lei
      Zhang

            


    

    
      Identification
Card No.:  11010219690528111

    

    Registered
Address: 101, Unit 5, Building 11, Puhui Beili, Haidian District,
Beijing

    


    Whereas:

    


    
      	
              1.

            	
              The
      Pledgee is a wholly foreign-owned enterprise duly incorporated and validly
      existing under the PRC law, and the Pledger is a Chinese citizen holding
      37.5% of the shares of Novel-Super Digital TV Technology Co., Ltd. ( “DTV
      Company”);

            


    

    


    
      	
              2.

            	
              The
      Pledgee and the Pledger entered into the Loan Agreement (Attachment
      1).

            


    

    


    
      	
              3.

            	
              In
      order to ensure the creditor’s rights of the Pledgee to the Pledger under
      the Loan Agreement (Attachment 1), the Pledger agrees to pledge all its
      shares of the DTV Company for the payment of its loans under the Loan
      Agreement (Attachment 1).

            


    

    


    NOW
THEREFORE, the Pledgee and the Pledger, based on the principle of equality and
mutual benefits and through friendly consultations, hereby agree as
follows:

    


    1.       Definitions

    


    Unless
otherwise stipulated herein, the following terms shall be defined as
follows:

    


    
      	
              1.1

            	
              “Pledge”
      is as defined in the whole Article 2
hereof.

            


    

    


    
      	
              1.2

            	
              “Equity
      Interest” means the Pledger’s entire legal holdings of the 37.5% equity
      interest of DTV Company.

            


    

    


    
      	
              1.3

            	
              “Pledge
      Rate” means the ratio between the value of the pledged shares hereunder
      and the amount of the loans under the Loan Agreement (Attachment
      1).

            


    

    


    
      	
              1.4

            	
              “Pledge
      Term” is as defined in 3.2 hereof.

            


    

    


    
      	
              1.5

            	
              “Event
      of Default” means any event as prescribed in Article 7
    hereof.

            


    


    
      
         


      

      
        1

        
          

        

      

      
         


      

    

    


    
      	
              1.6

            	
              “Notice
      of Default” means the notice sent by the Pledgee pursuant to this
      Agreement regarding any “Event of
Default”.

            


    

    


    2.    
Pledge

    


    
      	
              2.1

            	
              The
      Pledger agrees to pledge its entire shareholdings of DTV Company to secure
      the creditor’s right of the Pledgee under the Loan Agreement (Attachment
      1).

            


    

    


    
      	
              2.2.

            	
              The
      Pledge means the Pledgee’s pre-emptive rights to get priority to be
      indemnified by the discounted price of the equity pledged to the Pledgee
      by the Pledger or such equity’s auction price or liquidation
      price.

            


    

    


    3.    
Pledge Rate and Term

    


    
      	
              3.1

            	
              Pledge
      Rate

            


    

    


    
      	
               
      

            	
              3.1.1

            	
              The
      Pledge Rate shall be 100%.

            


    

    


    
      	
              3.2

            	
              Pledge
      Term

            


    

    


    
      	
               
      

            	
              3.2.1

            	
              The
      share Pledge hereunder shall come into effect on the date when the share
      Pledge is recorded in the DTV Company’s shareholders list and such list is
      registered at the applicable industrial/commerce regulatory authorities
      (if necessary), and the Pledge Term shall be the same as that of the Loan
      Agreement (Attachment 1).

            


    

    


    
      	
               
      

            	
              3.2.2

            	
              If
      Pledger fails to repay the loans in accordance with the Loan Agreement
      (Attachment 1) during the Pledge Term, the Pledgee shall be entitled to
      dispose of the Pledge pursuant to this
  Agreement.

            


    

    


    
      	
              4.

            	
              Dividend
      Collection

            


    

    


    The
Pledgee shall be entitled to collect the dividends arising from the shares
pledged during the Pledge Term.

    


    
      	
              5.

            	
              Pledgee’s
      Representations and Covenants

            


    

    


    
      	
              5.1

            	
              The
      Pledger is the legal owner of the Equity
  Interest.

            


    

    


    
      	
              5.2

            	
              Unless
      otherwise stipulated herein, the Pledgee’s exercise of the rights
      hereunder shall not be interfered by any other party at any
      time.

            


    

    


    
      	
              5.3

            	
              Unless
      otherwise stipulated herein, the Pledgee shall be entitled to dispose or
      transfer the Pledge pursuant to this
Agreement.

            


    

    


    
      	
              5.4

            	
              Except
      for the Pledgee, the Pledger has not created any other pledge rights on
      the Equity Interest.

            


    

    


    
      	
              6.

            	
              Pledger’s
      Undertakings

            


    

    


    
      	
              6.1

            	
              During
      the term of this Agreement, the Pledger warrants to the Pledgee to take
      the following undertakings:

            


    


    
      
         


      

      
        2

        
          

        

      

      
         


      

    

    


    
      	
               
      

            	
              6.1.1

            	
              The
      Pledger shall not, without the Pledgee’s prior written consent, transfer
      any other shares of the Equity Interest nor create or allow the existence
      of any pledge that may affect the Pledgee’s rights and
      interests;

            


    

    


    
      	
               
      

            	
              6.1.2

            	
              The
      Pledger shall abide by and act upon all the applicable laws and
      regulations related to the Pledge and, within five days after the receipt
      of any notices, instructions or suggestions issued or promulgated by any
      applicable authorities, deliver to the Pledgee such notices, instructions
      or suggestions and meanwhile carry out such notices, instructions or
      suggestions or, at the Pledgee’s reasonable request or with the Pledgee’s
      consent, raise any disagreement or statement regarding the relevant
      issues; and

            


    

    


    
      	
               
      

            	
              6.1.3

            	
              The
      Pledger shall promptly notify the Pledgee of any of the following: (i) any
      events that may affect the Pledge or the rights of any part of the Pledge,
      or any notices received by the Pledger regarding such events, or (ii) any
      events that may change the Pledger’s any covenants or obligations
      hereunder or that may affect the Pledger’s performance of any obligations
      hereunder or any notices received by the Pledger regarding such
      events.

            


    

    


    
      	
              6.2

            	
              The
      Pledger agrees that the Pledgee's exercise of the Pledgee’s rights
      pursuant to the Agreement shall not be interrupted or hindered by any
      legal procedures raised by the Pledger or its successors or
      trustees.

            


    

    


    
      	
              6.3

            	
              The
      Pledger warrants to the Pledgee that for the purpose to protect or improve
      the guaranty hereunder for the repayment of the loans pursuant to the Loan
      Agreement (Attachment 1), the Pledger shall, in good faith, (i) enter
      into, and urge any other parties of material interests in the Pledge to
      enter into, all title certificates and deeds requested by the Pledgee,
      (ii) take, and urge any other parties of material interests in the Pledge
      to take, any actions requested by the Pledgee, (iii) facilitate the
      Pledgee exercising its rights or authorizations hereunder, (iv) enter into
      all title change documentations in connection to title certificates of the
      Equity Interest with the Pledgee or any other persons (natural or legal
      person) designated by the Pledgee, and (v) provide on a reasonable timely
      basis the Pledgee all the notices, orders or decisions related to the
      Pledge that the Pledgee deems
necessary.

            


    

    


    
      	
              6.4

            	
              The
      Pledger warrants the Pledgee that, for the Pledgee’s rights interests, the
      Pledger will comply with and perform all covenants, undertakings,
      agreements, representations and
conditions.

            


    

    


    7.    
Events of Default

    


    
      	
              7.1

            	
              The
      following shall be deemed as Events of
Default:

            


    

    


    
      	
               
      

            	
              7.1.1

            	
              The
      Pledger fails to make full repayment of the loans due under the Loan
      Agreement (Attachment 1);

            


    

    


    
      	
               
      

            	
              7.1.2

            	
              Any
      representations or covenants made by the Pledger under Article 5 hereof is
      materially misleading or erroneous, and/or the Pledger violates any
      representations or covenants under Article 5
  hereof;

            


    

    


    
      	
               
      

            	
              7.1.3

            	
              The
      Pledger violates any undertakings under Article 6
  hereof;

            


    

    


    
      	
               
      

            	
              7.1.4

            	
              The
      Pledger violates any provision
herein;

            


    

    


    
      	
               
      

            	
              7.1.5

            	
              Except
      for the circumstances set forth 6.1.1 hereof, the Pledger gives up or
      transfer the pledged Equity Interest without the Pledgee’s written
      consent;

            


    


    
      
         


      

      
        3

        
          

        

      

      
         


      

    

    


    
      	
               
      

            	
              7.1.6

            	
              Any
      of the Pledger’s loans, guaranties, indemnifications, covenants or other
      liabilities to any third parties makes the Pledger believe that the
      Pledger’s ability to perform the obligations hereunder has been affected,
      due to any of the following reasons: (i) such loans, guaranties,
      indemnifications, covenants or other liabilities are required to be repaid
      or performed in advance, or (ii) the Pledger fails to pay or perform by
      the due time such loans, guaranties, indemnifications, covenants or other
      liabilities;

            


    

    


    
      	
               
      

            	
              7.1.7

            	
              The
      Pledger fails to repay regular debts or other
  liabilities;

            


    

    


    
      	
               
      

            	
              7.1.8

            	
              The
      promulgation of any applicable new law makes this Agreement become
      illegitimate or the Pledger unable to continue to perform the obligations
      hereunder;

            


    

    


    
      	
               
      

            	
              7.1.9

            	
              Any
      of the government consents, permissions, approvals or authorizations
      necessary for the enforceability, validity or effectiveness of this
      Agreement is rescinded, suspended, expired or significantly
      amended;

            


    

    


    
      	
            	
              7.1.10

            	
              Any
      adverse changes in the Pledger’s assets make the Pledgee believe that the
      Pledger’s ability to perform the obligations hereunder has been
      affected;

            


    

    


    
      	
            	
              7.1.11

            	
              Any
      of the Pledger’s successors or trustees performs only part or none of its
      payment obligations under the Loan Agreement (Attachment 1);
      and

            


    

    


    
      	
            	
              7.1.12

            	
              The
      Pledgee fails to dispose the Pledge as otherwise requested by
      law.

            


    

    


    
      
        	
                7.2

              	
                If
      the Pledger becomes aware of or detects any of the events listed in
      Article 7.1 hereof or any possibilities of such events, the Pledger shall
      immediately notify in writing the Pledgee of such events or
      possibilities.

              


      

    

    


    
      	
              7.3

            	
              Unless
      any of the Event of Default listed in Article 7.1 hereof is completely
      settled to the satisfaction of the Pledgee, the Pledgee may deliver a
      written notice of default to the Pledger at or after the occurrence of
      such default, demanding the Pledger’s immediate payment of outstanding
      loans or other payables under the Loan Agreement (Attachment 1), or
      exercise the Pledge pursuant to Article 8
  hereof.

            


    

    


    8.    
Exercise of the Pledge

    


    
      	
              8.1

            	
              The
      Pledger may not transfer any Equity Interest without the Pledgee’s written
      consent before the loans under the Loan Agreement (Attachment 1) have been
      fully paid.

            


    

    


    
      	
              8.2

            	
              The
      Pledgee shall deliver to the Pledger a notice of default when exercising
      the Pledge.

            


    

    


    
      	
              8.3

            	
              Subject
      to the provisions under 7.3 hereof, the Pledgee may exercise its rights to
      dispose of the Pledge upon the delivery of the notice of default or at any
      time after the delivery of such notice pursuant to 7.3
    hereof.

            


    

    


    
      	
              8.4

            	
              The
      Pledger shall be entitled to, in compliance with applicable legal
      procedures, be compensated in priority at a discount price of all or part
      of the Equity Interest or the price of any auction or liquidation, until
      the remaining balance of the loans and other payables under the Loan
      Agreement (Attachment 1) are paid
off.

            


    


    
      
         


      

      
        4

        
          

        

      

      
         


      

    

    


    
      	
              8.5

            	
              When
      Pledgee disposes the Pledge pursuant to this Agreement, the Pledger shall
      create no encumbrance and shall provide all necessary assistance for the
      Pledgee’s exercise of the Pledge.

            


    

    


    9.    
Transfer

    


    
      	
              9.1

            	
              Unless
      with the Pledgee’s prior consent, the Pledger shall have no right to grant
      or transfer any of its rights and obligations
  hereunder.

            


    

    


    
      	
              9.2

            	
              This
      Agreement is binding upon the Pledger and any of its successors and is
      applicable to the Pledgee and any of its successors and
      assignees.

            


    

    


    
      	
              9.3

            	
              The
      Pledgee may transfer to any persons (natural or legal) designated by it at
      any time any and all rights and obligations under the Loan Agreement
      (Attachment 1). Under such circumstances, such transferees shall possess
      and assume the same rights and obligations as those of the Pledgee
      hereunder, as if such a transferee is a party to this Agreement. When the
      Pledgee transfers rights and obligations under the Loan Agreement
      (Attachment 1), the Pledger shall, upon the Pledgee’s requests, enter into
      all agreements and/or documents related to such
  transfer.

            


    

    


    
      	
              9.4

            	
              If
      the transferee becomes the new Pledgee after the transfer, such transferee
      shall enter into a new pledge agreement with the
  Pledger.

            


    

    


    10.  
Termination

    


    
      	
               
      

            	
              This
      Agreement shall terminate after the loans under the Loan Agreement
      (Attachment 1) are fully paid and the Pledger has been relieved from all
      its obligations under the Loan Agreement (Attachment 1) and the Pledgee
      shall cancel or dissolve this Agreement within any early and reasonable
      period of time.

            


    

    


    11.   Fees
and Other Expenses

    


    
      	
               
      

            	
              All
      expenses and actual expenditure related to the Agreement, including but
      not limited to legal expenses, printing cost, stamp duties and other taxes
      and expenses shall be all borne by the
Pledger.

            


    

    


    12.  Force
Majeure

    


    
      	
              12.1

            	
              If
      any Party is prevented from performing any part of this Agreement (the
      “Affected Party”) due to any event that is inevitable and unavoidable
      beyond such Party’s reasonable care (hereinafter, “force majeure”), the
      Affected Party shall not be held responsible for such delayed or hindered
      performance of this Agreement due to any force majeure, including but not
      limited to governmental act, natural force, fire, explosion, geographical
      change, storm, flood, earthquake, tide, bolt or war, but not including
      insufficient credit, fund or financing. The Affected Party who seeks the
      exemption from the obligations hereunder shall immediately notify the
      other Party of the force majeure and the steps necessarily taken to
      complete the delayed or hindered
performance.

            


    


    
      
         


      

      
        5

        
          

        

      

      
         


      

    


    
      	
              12.2

            	
              The
      Affected Party shall not be held responsible for any delayed or hindered
      performance hereunder due to any force majeure, and shall be exempted from
      such obligations hereunder only after the Party has exerted all reasonable
      efforts to perform, limited to the delayed or hindered part. Once the
      force majeure resulting in the obligation exemption is conquered or
      remedied, the parties agree to make the utmost efforts to resume the
      performance hereunder.

            


    

    


    13.  
Settlement of Disputes

    


    
      	
              13.1

            	
              This
      Agreement and any interpretations hereof shall be governed by the PRC
      laws.

            


    

    


    
      	
              13.2

            	
              Any
      dispute arising out of the construction and performance of any provision
      herein between the parties shall be settled through friendly
      consultations, otherwise any Party may submit such dispute to China
      International Economic and Trade Arbitration Commission for arbitration
      with then effective arbitration rules. The arbitration shall be held in
      Shanghai. The language shall be Chinese. The arbitral award shall be final
      and binding upon all Parties.

            


    

    


    14.  
Notice

    


    
      	
              14.1

            	
              Any
      notices by any Party for the purpose of the performance of any rights or
      obligations hereunder shall be in writing. And the service shall be deemed
      as effectively made by the time of the delivery by a courier or the
      transmission by fax or telecopy. If the service is made on a non-business
      day or after business hours, the next business day shall be deemed as the
      date of service. The place of service shall be the address of each Party
      shown on the first page hereof or
      any other address notified in writing (including fax or telecopy) at any
      time in the future.

            


    

    


    15.   Effectiveness

    


    
      	
              15.1

            	
              This
      Agreement and any amendments, supplements or revisions hereof shall be
      made in written form and come into effect upon the execution and seal by
      all the parties.

            


    

    


    
      	
              15.2

            	
              This
      Agreement shall be made in Chinese with two original
    copies.

            


    


    
      
         


      

      
        6

        
          

        

      

      
         


      

    


    (No text
hereinafter)

    


    Pledgee:
Beijing Super TV Co., Ltd.

    
      
        
          	
                  Authorized Representative:

                	
                  /s/ Jianhua Zhu

                	 


        

      

    

    (Seal)

    


    
      
        	
                Pledger:

              	
                 /s/ Lei Zhang

              


      

    


    
      
         


      

      
        7

        
          

        

      

      
         


      

    


    Attachment
1:  Loan Agreement  (Omitted)


    
      
         


      

      
        8