Exhibit
4.14

       

      [Translation
of Chinese Original]

       

      Beijing
Novel-Super Digital TV Technology Co., Ltd.

       

      Equity
Transfer Agreement

       

      Between

       

      Novel-Tongfang
Information Engineering Co., Ltd.

       

      and

       

      Shizhou
Shen

       

      Dated on
November 24, 2008

       

      
        
           


        

        
           


          
            

          

        

        
           


        

      

       

      Preface

       

      Whereas:

       

      
        	
                (1)

              	
                Beijing
      Novel-Super Digital TV Technology Co., Ltd. (hereinafter referred to as
      “target company”)
      is a limited liability company duly incorporated and validly existing in
      accordance with Chinese laws, with a registered capital of RMB33.0584
      million, domicile at Room 402, Tower B, Jingmeng High-tech Mansion, No.
      5-2, Shangdi East Road, Haidian District, Beijing and Jianhua Zhu as the
      legal representative;

              


      

       

      
        	
                (2)

              	
                Novel-Tongfang
      Information Engineering Co., Ltd. (hereinafter refereed to as “Party A”), a limited
      liability company registered in China, has its registered address at F1,
      Tower A, Technology Park, Shishan, Nanhai District, Foshan, Guangdong.
      Party A legally holds 75% equity in the target company on the date of
      execution of this Agreement;

              


      

       

      
        	
                (3)

              	
                Shizhou
      Shen (hereinafter referred to as “Party B”) is a citizen
      of the People’s Republic of China, with ID card number of
      110108196911148954;

              


      

       

      
        	
                (4)

              	
                As
      a shareholder of the target company, Party A intends to transfer part of
      its equities in the target company (accounting for 37.5% of all equities
      of the target company) to Party B, and the target company will perform
      relevant registration procedures in accordance with the Chinese laws and
      regulations;

              


      

       

      Party A
and Party B (collectively referred to as “both parties”) hereby reach
the following agreement as to the transfer of the target company’s equity
through amicable negotiations:

       

      Article
1  Definitions and Interpretations

       

      
        	
                1.1

              	
                Definitions

              


      

       

      Unless
otherwise specified herein, the following terms shall have meanings as
follows:

       

      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              
                                                                
                                                                  
                                                                    
                                                                      
                                                                        
                                                                          
                                                                            
                                                                              
                                                                                
                                                                                  
                                                                                    
                                                                                      
                                                                                        
                                                                                          
                                                                                            	
                                                                                                    (1) 
      “Force
      Majeure”

                                                                                                  	
                                                                                                    Any
      event specified in Article 8 hereof.

                                                                                                  
	 	 
	
                                                                                                    (2) 
      “Registration
      Administration Organ”

                                                                                                  	
                                                                                                    The
      State Administration for Industry & Commerce or local administrations
      for industry & commerce authorized by it.

                                                                                                  
	 	 
	
                                                                                                    (3) 
      “Articles
      of Association”

                                                                                                  	
                                                                                                    Articles
      of Association of the target company.

                                                                                                  
	 	 
	
                                                                                                    (4) 
      “Permit”

                                                                                                  	
                                                                                                    Any
      registration, filing, permission, consent, notarization, certificate and
      license, concession, approval and
permit.

                                                                                                  


                                                                                          

                                                                                        

                                                                                      

                                                                                    

                                                                                  

                                                                                

                                                                              

                                                                            

                                                                          

                                                                        

                                                                      

                                                                    

                                                                  

                                                                

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

       

      
        
           

        

        
          1

          
            

          

        

        
           

        

      

       

      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              
                                                                
                                                                  
                                                                    
                                                                      
                                                                        
                                                                          
                                                                            
                                                                              	
                                                                                      (5) 
      “Renminbi”
      or “RMB”

                                                                                    	
                                                                                      Statutory
      currency in China.

                                                                                    
	 	 
	
                                                                                      (6) 
      “Effective
      Date”

                                                                                    	
                                                                                      Effective
      date specified in Article 11.1 hereof.

                                                                                    
	 	 
	
                                                                                      (7) 
      “Completion
      Date”

                                                                                    	
                                                                                      The
      third business day following the satisfaction of the last condition for
      effectiveness in Attachment 1 hereof, or the date confirmed in writing by
      Party B to Party A, whichever is the later.

                                                                                    
	 	 
	
                                                                                      (8) 
      “Conditions
      for Effectiveness”

                                                                                    	
                                                                                      Preconditions
      to complete the transaction specified in Attachment 1
    hereof.

                                                                                    
	 	 
	
                                                                                      (9) 
      “Business
      Days”

                                                                                    	
                                                                                      Days
      excluding Saturdays, Sundays and statutory holidays in
    China.

                                                                                    
	 	 
	
                                                                                      (10) 
      “Business
      License”

                                                                                    	
                                                                                      Corporate
      Business License issued by the registration administration organ to the
      target company.

                                                                                    
	 	 
	
                                                                                      (11) 
      “China”

                                                                                    	
                                                                                      People’s
      Republic of China: not including Hong Kong Special Administration Region,
      the Macao Special Administration Region, and Taiwan Region for the purpose
      of this Agreement.

                                                                                    
	 	 
	
                                                                                      (12) 
      “Chinese
      laws”

                                                                                    	
                                                                                      Publicly-known
      laws, regulations, rules and judicial interpretations formally issued by
      legislative organs, administrative organs and judicial organs at various
      levels in China; not including laws, regulations, rules, judicial
      interpretations or judicial practices in Hong Kong Special Administration
      Region, the Macao Special Administration Region, and Taiwan Region for the
      purpose of this
Agreement.

                                                                                    


                                                                            

                                                                          

                                                                        

                                                                      

                                                                    

                                                                  

                                                                

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

       

      
        	
                1.2

              	
                Interpretations

              


      

       

      
        	
              	
                (1)

              	
                Words
      such as “hereof, herein, hereunder, hereto” and similar wordings shall
      refer to the whole content of this Agreement rather than any special
      article of this Agreement. Unless otherwise expressly specified herein,
      the term “including”, whether followed by “but not limited to” or not,
      shall be deemed as “including but not limited
  to”.

              


      

       

      
        	
              	
                (2)

              	
                This
      Agreement, when referred to, shall include this Agreement itself and
      attachments modified, altered, supplemented, substituted and/or reiterated
      in any form from time to time. The attachments to this Agreement shall be
      an integral part hereof, with effectiveness as if fully stated in the main
      body of this Agreement. Unless otherwise specified herein, any reference
      to articles, paragraphs, terms and attachments shall refer to the
      articles, paragraphs, terms and attachments of this Agreement. In case of
      any discrepancy between the attachments and other parts hereof, such other
      parts hereof shall prevail.

              


      

       

      
        
           


        

        
          2

          
            

          

        

        
           


        

      

       

      Article
2 Representations, Warranties and Undertakings

       

      
        	
                2.1

              	
                Representation
      and warranties of both parties

              


      

       

      Both
parties represent and warrant to each other that the following statements are
true and accurate in all material aspects and contain no materially misleading
statements in any aspect on the date of execution of this Agreement, and will
remain true and accurate in all material aspects on the effective date and
completion date.

       

      
        	
              	
                (1)

              	
                The
      party has or has already obtained all rights, permit and consent from the
      third party as required to execute this Agreement, and will perform its
      obligations hereunder after the shareholders’ meeting of the target
      company passes the resolution to perform this
  Agreement;

              


      

       

      
        	
              	
                (2)

              	
                Execution,
      delivery, and performance of this Agreement after shareholders’ meeting of
      the target company passes the resolution to perform this Agreement are in
      no violation of any law, regulation, rule, organizational document,
      contract or normative document binding on the party and its
      assets;

              


      

       

      
        	
              	
                (3)

              	
                After
      this Agreement takes effect, the obligations of the party hereunder shall
      constitute legally effective and binding
  obligations;

              


      

       

      
        	
              	
                (4)

              	
                There
      is no ongoing legal proceeding, arbitration or other legal, administrative
      or government investigation (collectively referred to as “proceedings”) against
      the party, the unfavorable result of which is reasonably deemed to
      constitute material adverse impact on the party’s performance of this
      Agreement in part or in whole, and to the knowledge of the party, there is
      also no situation with threatened proceedings (collectively referred to as
      “threats”) which
      will affect the party’s execution of this Agreement in any aspect or
      influence the party’s ability to perform its obligations
      hereunder.

              


      

       

      
        	
                2.2

              	
                Party
      A further represents and warrants as
follows:

              


      

       

      In
addition to the information disclosed in writing to Party B, Party A represents
and warrants to Party B that the following statements are true and accurate in
all material aspects and contain no materially misleading statements in any
aspect on the date of execution of this Agreement, and will remain true and
accurate in all material aspects on the effective date and completion
date.

       

      
        	
              	
                (1)

              	
                On
      the date of execution hereof, registered capital of the target company is
      RMB33.0584 million, of which Party A holds 75%
  equity;

              


      

       

      
        	
              	
                (2)

              	
                “Whereas”
      statements are true, complete and accurate in all aspects, and do not
      constitute materially misleading statements in any
  aspect;

              


      

       

      
        	
              	
                (3)

              	
                The
      target company has kept accounts, accounting records and financial and
      other records (including all accounts, accounting records and records
      legally required to be kept) which are true, accurate, updated, complete
      and consistent for its operating assets and activities. The data recorded
      or reflected in the accounts, accounting records and financial and other
      records are free from material mistakes or conflicts, and the target
      company has not received any notice or accusation as to any mistake or
      necessity of modification to such
data;

              


      

       

      
        
           


        

        
          3

          
            

          

        

        
           


        

      

       

      
        	
              	
                (4)

              	
                Execution,
      performance or compliance with this Agreement by Party A will not be in
      violation, breach or constitute non-performance of the
      following:

              


      

       

      
        
          	
                	
                  (i)

                	
                  Articles
      of Association;

                


        

      

       

      
        
          	
                	
                  (ii)

                	
                  Laws,
      rules, regulations or other normative documents of China;
    or

                


        

      

       

      
        
          	
                	
                  (iii)

                	
                  Any
      agreement already signed by Party
A.

                


        

      

       

      
        	
              	
                (5)

              	
                On
      the dates of execution, effectiveness, and completion of this Agreement,
      the target company has already obtained all necessary permission to carry
      out its businesses normally, possess and use all its assets. Such
      permission is still effective for the time being, and the target company
      has not violated any conditions required for such
    permission.

              


      

       

      
        	
              	
                (6)

              	
                The
      target company is operating business in an ordinary, proper and usual way
      or ways which are the same as or similar to its past practice (in nature
      and scope), and has not signed any contract for any business beyond the
      normal scope;

              


      

       

      
        	
              	
                (7)

              	
                On
      the date of execution hereof, there are no potential or material legal,
      arbitration, administrative proceedings or other proceedings against the
      target company; or to the knowledge of Party A, on the same date, there
      are no threatening or influential material legal, arbitration,
      administrative proceedings or other proceedings against the target
      company. On the date of execution hereof, there are no pending dispute or
      investigation, inquiry, proceedings, notice, judgment, order, arbitration
      award or penalty imposed by the court, arbitration court or government
      department against the target company and with materially negative
      influences, and there are no facts or situations to lead to the
      above-mentioned facts or
situations;

              


      

       

      
        	
              	
                (8)

              	
                In
      addition to the contents disclosed to Party B in writing as of the date of
      execution hereof, the target company’s operating activities comply with
      the governing Chinese laws in all materials aspects, including but not
      limited to provisions concerning tax, intellectual property rights, social
      insurance, labor and protection of consumers’ rights and
      interests.

              


      

       

      
        	
                2.3

              	
                Undertakings
      of Party A

              


      

       

      
        	
                 
      

              	
                2.3.1

              	
                From
      the date of execution to the completion date hereof, Party A promises to
      Party B that before obtaining written consent from Party
  B:

              


      

       

      
        	
                 
      

              	
                (1)

              	
                Party
      B will be informed of the target company’s operation, assets and prospect
      in a reasonable range;

              


      

       

      
        	
                 
      

              	
                (2)

              	
                No
      major contract will be signed beyond the target company’s normal business
      scope.

              


      

       

      
        	
                 
      

              	
                2.3.2

              	
                Without
      prejudice to Article 2.3.1, Party A promises to Party B that before
      obtaining written consent from Party B, Party A will adopt all measures to
      guarantee that the target company will not adopt any of the following
      actions or pass any Board resolution or shareholders’ meeting resolution
      before the completion date:

              


      

       

      
        	
                 
      

              	
                (1)

              	
                Any
      creditor of the target company converts its right in the target company
      into equities in the target
company;

              


      

       

      
        
           


        

        
          4

          
            

          

        

        
           


        

      

       

      
        	
                 
      

              	
                (2)

              	
                The
      target company repurchases its
equities;

              


      

       

      
        	
                 
      

              	
                (3)

              	
                The
      target company issues new shares, grants share options or issue any bonds
      or securities convertible into
equities;

              


      

       

      
        	
                 
      

              	
                (4)

              	
                Causing
      the target company to dissolve, go bankrupt or
  liquidate;

              


      

       

      
        	
                 
      

              	
                (5)

              	
                Modifying
      the Articles of Association or pass any resolution inconsistent with this
      Agreement;

              


      

       

      
        	
                 
      

              	
                (6)

              	
                Allowing
      the target company to purchase or sell any property or assets other than
      for the normal and reasonable purpose of
  business;

              


      

       

      
        	
                 
      

              	
                (7)

              	
                Acquisition
      of other companies by the target company, which involves payment of
      consideration;

              


      

       

      
        	
                 
      

              	
                (8)

              	
                Obtaining
      any loan by the target company;

              


      

       

      
        	
                 
      

              	
                (9)

              	
                Providing
      guarantee by the target company for any
  borrowing;

              


      

       

      
        	
                 
      

              	
                (10)

              	
                Change
      of Board members of the target
company;

              


      

       

      
        	
                 
      

              	
                (11)

              	
                The
      target company announces to distribute dividends or others to
      shareholders; and

              


      

       

      
        	
                 
      

              	
                (12)

              	
                External
      investment by the target company.

              


      

       

      
        	
                2.4

              	
                Representations
      and warranties of Party B

              


      

       

      Party B
has made necessary arrangements of sufficient funds to pay the equity transfer
price according to the amount and time schedule herein.

       

      
        	
                2.5

              	
                General
      provisions

              


      

       

      
        	
              	
                (1)

              	
                Each
      representation and warrant made herein shall be independent from other
      representations and warranties.

              


      

       

      
        	
              	
                (2)

              	
                Both
      parties agree to undertake responsibility for mistaken, falsified
      information provided or violation of any representation or warrant herein,
      and assume responsibility to plead for and fully compensate the affected
      party.

              


      

       

      Article
3 Equity Transfer Price and Payment

       

      
        	
                3.1

              	
                Equity
      transfer price

              


      

       

      Party A
shall transfer its 37.5% equity in the target company to Party B for a price of
RMB6,178,006.07.

       

      
        	
                3.2

              	
                Payment
      of equity transfer price

              


      

       

      Party B
will pay the transfer price of RMB6,178,006.07 in lump
sum to the account designated by Party A in writing, within three months after
the target company receives the changed Corporate Business License.

       

      
        
           


        

        
          5

          
            

          

        

        
           


        

      

       

      
        	
                3.3

              	
                After
      the equity is vested in Party B and Party B has paid the transfer price
      according to the above Article 3.2, Party B shall share profits, risks and
      losses (including profits, claims and debts to be shared from the
      effective date) of the target company according to its holding proportion
      in the company.

              


      

       

      Article
4 Conditions for Effectiveness

       

      
        	
                4.1

              	
                Precondition
      for Party B to perform its
obligations

              


      

       

      The
precondition for Party B to pay equity transfer price is as follows: completion
of the amendment to the Articles of Association according to this
Agreement.

       

      Article
5 Succession of Existing Contracts of the Target Company and Other
Obligations

       

      
        	
                5.1

              	
                From
      the date of issuance of the Business License, the target company shall
      continue to assume all claims and obligations of the target company and
      rights and obligations in contracts signed by the target company with
      other parties.

              


      

       

      Article
6 Obligations of Both Parties

       

      
        	
                6.1

              	
                Both
      parties shall submit the signed agreement and other necessary documents to
      the registration administration organ for registration within 60 days from
      the effective date of this
Agreement.

              


      

       

      
        	
                6.2

              	
                In
      the event that this Agreement has not been registered with the
      registration administration organ within three months from the effective
      date, unless otherwise mutually agreed by both parties, this Agreement
      shall be deemed to have automatically
  invalidated.

              


      

       

      Article
7 Liabilities for Breach of Contract

       

      
        	
                7.1

              	
                In
      case either party has failed to perform any obligation hereunder or proves
      to have provided representation or warrant which is untrue, inaccurate or
      incomplete in any material aspect, the party shall be deemed to have
      breached this Agreement. The defaulting party shall remedy within three
      business days from receipt of the observant party’s notice. In case of
      failure to remedy within the specified period, then unless otherwise
      provided herein, the defaulting party shall compensate for all direct
      damages and losses incurred by the observant party, including but not
      limited to any compensation, lawsuit, responsibility, cost or expenses in
      connection with the above delinquent
behaviors.

              


      

       

      
        	
                7.2

              	
                Without
      prejudice to the rights of Party B under Article 7.1 hereof, in case
      either party has breached this Agreement in any material aspect, and the
      defaulting party has not remedied within ten business days from receipt of
      the observant party’s notice, the observant party shall be entitled to
      terminate the project documents.

              


      

       

      
        
           


        

        
          6

          
            

          

        

        
           


        

      

       

      Article
8 Force Majeure Events

       

      
        	
                8.1

              	
                Definitions

              


      

       

      “Force Majeure events”
mentioned herein refer to all events which prevent one party from performing
this Agreement in whole or in part after the date of execution hereof. The
events can not be reasonably controlled or predicted, or reasonably avoided or
overcome even predictable (including but not limited to earthquake, typhoon,
flood, fire, strike, war or riot etc.)

       

      
        	
                8.2

              	
                Exemption
      and burden of proof

              


      

       

      In case
either party fails to perform or fails to adequately, fully and properly perform
any obligation hereunder due to force majeure, the party shall be exempted from
breach liabilities for improper performance of obligations. However, the
affected party must provide details of force majeure and explanation as to its
failure to perform or failure to adequately, timely and properly perform the
obligations hereunder to other party via fax or express delivery within three
days from occurrence of force majeure or recovery of communications. Should the
affected party fail to perform its obligations to notify and provide documentary
evidence, the party shall not claim for exemption from breach liabilities
pursuant to this Article.

       

      
        	
                8.3

              	
                Obligation
      for mitigating the influence

              


      

       

      The party
affected by force majeure shall immediately adopt all reasonable and possible
measures to eliminate or mitigate the influence of force majeure and continue to
perform relevant obligations subsequent to elimination or mitigation of the
influence. Otherwise, the affected party shall assume responsibilities for
default, compensation for the enlarged loss or failure to continue to perform
obligations hereunder subsequent to elimination or mitigation of the
influence.

       

      Article
9 Dispute Resolution

       

      
        	
                9.1

              	
                Principles
      for dispute resolution

              


      

       

      Any
dispute, controversy or claim (collectively referred to as “disputes”) arising out of or
relating to interpretation, performance of this Agreement, or breach,
termination or validity thereof, shall be resolved through friendly
negotiations. Should the dispute fail to be resolved through friendly
negotiations with ten days from occurrence of the dispute, either party may
submit the dispute for arbitration according to Article 9.2 hereof.

       

      
        	
                9.2

              	
                Arbitration

              


      

       

      Disputes
failing to be resolved through friendly consultations according to Article 9.1
hereof shall be resolved through arbitration by the China international Economic
and Trade Arbitration Commission in accordance with the arbitration rules in
force then. The place of arbitration is Beijing. The arbitration award shall be
final and binding upon both parties.

       

      
        
           


        

        
          7

          
            

          

        

        
           


        

      

       

      
        	
                9.3

              	
                Responsibilities
      to continue to perform

              


      

       

      In case
of any dispute under arbitration proceedings according to Article 9.2 hereof,
excluding obligations as arbitration subject matter and other disputed matters,
both parties shall continue to perform other obligations hereunder.

       

      Article
10 Applicable Laws

       

      The
conclusion, effectiveness, interpretation, performance, and dispute resolution
of this Agreement shall all be governed by the Chinese laws.

       

      Article
11 Miscellaneous

       

      
        	
                11.1

              	
                Effectiveness

              


      

       

      This
Agreement shall take effect after all preconditions for effectiveness listed in
Attachment 1 hereto are satisfied.

       

      
        	
                11.2

              	
                Respective
      assumption of expenses

              


      

       

      Party A
shall assume all expenses and costs arising out of negotiations on this project
and this Agreement.

       

      
        	
                11.3

              	
                Entire
      agreement

              


      

       

      The
project files and other documents signed on the execution date of this Agreement
shall constitute the entire agreement of both parties concerning the transfer of
the target company’s equity, and shall substitute all previous relevant
representations, understandings and agreements of the parties.

       

      
        	
                11.4

              	
                Severability

              


      

       

      Invalidity
of any provision hereof shall not compromise the validity of the other
provisions hereof.

       

      
        	
                11.5

              	
                Language

              


      

       

      This
Agreement shall be written and signed in Chinese.

       

      
        	
                11.6

              	
                Headings

              


      

       

      The
headings used herein are for convenience of reading only and shall not be deemed
as interpretations for the provisions hereof, nor otherwise affect the meaning
of the provisions hereof.

       

      
        	
                11.7

              	
                Written
      notice

              


      

       

      
        	
              	
                (1)

              	
                Any
      notice or communication in accordance with this Agreement or relating to
      this Agreement shall be written in Chinese and delivered by hand, mailed,
      or faxed to the address or fax number specified in Article 11.7(3)
      hereof.

              


      

       

      
        
           


        

        
          8

          
            

          

        

        
           


        

      

       

      
        	
              	
                (2)

              	
                In
      case of lack of proof as to receipt, any notice or communication shall be
      deemed to have arrived as scheduled in any of the following
      conditions:

              


      

       

      
        
          	
                	
                  (a)

                	
                  In
      case of personal delivery, it shall be deemed to have arrived on the date
      of delivery to the address specified in Article 11.7(3)
      hereof;

                


        

      

       

      
        
          	
                	
                  (b)

                	
                  In
      case of express delivery, it shall be deemed to have arrived five business
      days after mailing;

                


        

      

       

      
        
          	
                	
                  (c)

                	
                  In
      case of facsimile, it shall be deemed to have arrived on the time recorded
      and confirmed by the fax machine of the sending
  party.

                


        

      

       

      
        	
              	
                (3)

              	
                All
      notices shall be delivered to the following addresses of parties, unless
      the addresses have been altered in accordance with Article 11.7(4)
      hereof.

              


      

       

      Party A:
Novel-Tongfang Information Engineering Co., Ltd.

       

      Address:
F1, Seat A, Shishan Software Technology Park, Nanhai District, Foshan,
Guangdong

       

      Fax:
0757-81202990

       

      Recipient:
Jinbo Wang

       

      Party B:
Shizhou Shen

       

      Address:
No. 1902, F15, Huaqing Jiayuan, Haidian District, Beijing

       

      Fax:

       

      Recipient:
Shizhou Shen

       

      
        	
              	
                (4)

              	
                The
      notice of changing the address or fax number issued by one party to the
      other party shall be deemed to have arrived on the stated date of arrival
      or seven (7) days later if there is no stated date of
    arrival.

              


      

       

      
        	
                11.8

              	
                Attachments

              


      

       

      All
attachments hereto shall constitute integral parts of this
Agreement.

       

      (The
remaining part is intentionally left blank)

       

      
        
           


        

        
          9

          
            

          

        

        
           


        

      

       

      In
witness whereof, both parties or their authorized representatives have signed
this Agreement on the date written above.

       

      
        	
                Party
      A: /s/ Wangzhi Chen

              	 
      
	
                       
             Novel-Tongfang Information
      Engineering Co., Ltd.

              	 
      
	 
      	 
      
	
                Party
      B: /s/ Shizhou Shen

              	 
      


      

       

      
        
           


        

        
          10

          
            

          

        

        
           


        

      

       

      Attachment
1 Conditions for the Achievement of Completion Date

       

      Party B
receives all the following documents, which meet Party B’s requirements in both
format and material aspects:

       

      
        	
              	
                (1)

              	
                This
      Agreement signed by the Parties
hereto;

              


      

       

      
        	
              	
                (2)

              	
                An
      authentic Board resolution of the target company to approve Party B to
      accept equity of the target
company;

              


      

       

      
        	
              	
                (3)

              	
                The
      amendment to the Articles of Association have been filed with the
      registration administrative organ, and the Articles of Association show
      that Party B has accepted equity of the target
  company.

              


      

       

      
        
           


        

        
          11