AMENDMENT
NO. 1 TO THE DEBT REPAYMENT AND SET-OFF AGREEMENT

    


    This
AMENDMENT NO. 1 TO THE DEBT REPAYMENT AND SET-OFF AGREEMENT (this “Amendment”),
is entered into on December 22, 2008, by and among (i) NIVS IntelliMedia
Technology Group, Inc., a Delaware corporation (“NIVS USA”), Niveous
Holding Company Limited, a British Virgin Islands corporation (“NIVS BVI”), NIVS (HZ)
Audio & Video Tech Company Limited (“NIVS PRC”), NIVS
International (H.K.) Limited (“NIVS HK”), and NIVS
(HZ) Audio & Video Tech Company Limited Shenzhen Branch (“NIVS Shenzhen”); (ii)
Tianfu Li, NIVS USA’s Chief Executive Officer and Chairman of the Board, an
individual residing in the People’s Republic of China (“PRC”) and holder of
PRC identity card no. 440106196907021831; and (iii) each of NIVS Investment (SZ)
Co., Ltd., Zhongkena Technology Development, Xentsan Technology (SZ) Co., Ltd.,
Korea Hyundai Light & Electric (Int’l) Holding, NIVS Information &
Technology (HZ) Co., Ltd., and Hyundai Light & Electric (HZ) Co., Ltd.
(collectively, the “Related
Companies”).  For purposes of this Amendment, all currency
amounts have been converted into US Dollars. NIVS USA, NIVS BVI, NIVS PRC, NIVS
HK, NIVS Shenzhen, Tianfu Li and the Related Companies 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).

     

    RECITALS

    


    WHEREAS,
the Parties entered into that certain Debt Repayment and Set-Off Agreement dated
and effective as of November 28, 2008 (the “Agreement”);

     

    WHEREAS,
the Parties desire to amend the Agreement by entering into this Amendment to
correct loan amounts referenced in the Agreement; and

     

    WHEREAS,
Section 3 of the Agreement states that the Parties shall execute and deliver
from time to time after the date of the Agreement, upon written request, all
such further documents and instruments and shall do and perform all such acts as
may be reasonably necessary to give full effect to the intent of the
Agreement.

     

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

     

    AGREEMENT

    


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

    


    WHEREAS, as of the date of this
Agreement, the NIVS Group has outstanding loan amounts of US$8,838,159 owed to
Mr. Li (the “Li
Debt”), and Mr. Li, through the Related Companies, has an aggregate
outstanding loan amount of US$996,433 owed to the NIVS Group (the “Related Companies’
Debt”), in such amounts and between such parties as set forth in Appendix
A;

    


    2. The
seventh Recital of the Agreement is hereby amended and restated in its entirety
as follows:

    


    WHEREAS, the parties to this Agreement
desire to have the Related Companies’ Debt repaid in full and set off against
the Li Debt such that, after giving effect to the transactions contemplated by
this Agreement, the Related Companies’ Debt will no longer be outstanding and
neither Mr. Li nor any of the Related Companies will owe to the NIVS Group any
loan amount; and

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    3. Section
1(b) of the Agreement is hereby amended and restated in its entirety as
follows:

    


    b.           The
NIVS Group hereby sets off an aggregate amount of US$996,433 (the “Repayment Amount”) of
the Li Debt as set forth in Appendix A, such that
the Li Debt remaining after deducting the Repayment Amount is equal to an
aggregate amount of US$7,841,726 (the “Remaining Debt”). The
Repayment Amount is hereby fully repaid and extinguished in its entirety, and
the NIVS Group does not owe any loan amount to Mr. Li or any of the Related
Companies other than the Remaining Debt.  Mr. Li and the Related
Companies hereby agree and acknowledge the foregoing set-off.

    


    4. Appendix A to the
Agreement is hereby amended and restated in its entirety as set forth on Appendix A attached
hereto.

    


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

    


    6. This
Amendment may be executed and delivered in any number of facsimile counterparts,
each of which shall be an original, but which together constitute one and the
same instrument.

    


    


    [SIGNATURE
PAGE FOLLOWS]

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    
 

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

    

      
        	
                NIVS
      IntelliMedia Technology Group, Inc.

                 

                By:           /s/ Tianfu
      Li                                  
      

                 

                Name:      ________________________

                 

                Title:        ________________________

                 

                Niveous
      Holding Company Limited

                 

                By:           /s/
      Tianfu
      Li                                  
      

                 

                Name:      ________________________

                 

                Title:        ________________________

                 

                NIVS
      (HZ) Audio & Video Tech Company Limited

                 

                      
                  By:           /s/
      Tianfu
      Li                                  
      

                   

                

                Name:      ________________________

                 

                Title:        ________________________

                 

                NIVS
      International (H.K.) Limited

                 

                      
                  By:           /s/
      Tianfu
      Li                                  
      

                   

                

                Name:      ________________________

                 

                Title:       
      ________________________

                 

                NIVS
      (HZ) Audio & Video Tech Company Limited Shenzhen Branch

                 

                      
                  By:           /s/
      Tianfu
      Li                                  
      

                   

                

                Name:      ________________________

                 

                Title:        ________________________

                 

                Tianfu
      Li

                 

                      
                  /s/
      Tianfu
      Li                                             
      
Tianfu
      Li

                 

              	 
      	
                NIVS
      Investment (SZ) Co., Ltd.

                 

                      
                  By:           /s/
      Tianfu
      Li                                  
      

                   

                

                Name:      ________________________

                 

                Title:        ________________________

                 

                Zhongkena
      Technology Development

                 

                      
                  By:           /s/
      Tianfu
      Li                                  
      

                   

                

                Name:      ________________________

                 

                Title:        ________________________

                 

                Xentsan
      Technology (SZ) Co., Ltd.

                 

                      
                  By:           /s/
      Tianfu
      Li                                  
      

                   

                

                Name:      ________________________

                 

                Title:        ________________________

                 

                Korea
      Hyundai Light & Electric (Int’l) Holding

                 

                      
                  By:           /s/ [ILLEGIBLE]                           

                   

                

                Name:      ________________________

                 

                Title:        ________________________

                 

                NIVS
      Information & Technology (HZ) Co., Ltd.

                 

                      
                  By:           /s/ [ILLEGIBLE]                           

                   

                

                Name:      ________________________

                 

                Title:        ________________________

                 

                Hyundai
      Light & Electric (HZ) Co., Ltd.

                 

                      
                  By:           /s/ [ILLEGIBLE]                           

                   

                

                Name:      ________________________

                 

                Title:        ________________________

                 

              
	 
      	 
      	 
      


      

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

       

    

    APPENDIX
A

    


    LOAN
AND REPAYMENT INFORMATION

    


    The
Related Companies’ Debt (amount owed by Mr. Tianfu Li, through the Related
Companies, to the NIVS Group) is as set forth below and is as repaid in such
manner as set forth below (for purposes of this Agreement, all currency amounts
have been converted into US Dollars):

    


    
      
        	
                
                  Related
      Companies

                

              	
                
                  Amounts
      owed by Related Company to the NIVS Group as of November 28,
      2008

                

              	
                
                  Amounts
      Repaid

                

              	
                
                  Method
      of Repayment

                

              	
                
                  Remaining
      Amount Outstanding After Effect of this Agreement

                

              
	
                NIVS
      Investment (SZ) Co., Ltd.

              	
                -

              	
                -

              	
                -

              	
                $    -

              
	
                Zhongkena
      Technology Development

              	
                -

              	
                -

              	
                -

              	
                -

              
	
                Xentsan
      Technology (SZ) Co., Ltd.

              	
                -

              	
                -

              	
                -

              	
                -

              
	
                Korea
      Hyundai Light & Electric (Int'l) Holding

              	
                $996,433

              	
                $996,433

              	
                Set
      off against the Li Debt

              	
                -

              
	
                NIVS
      Information & Technology (HZ) Co., Ltd.

              	
                -

              	
                -

              	
                -

              	
                -

              
	
                Hyundai
      Light & Electric (HZ) Co., Ltd.

              	
                -

              	
                -

              	
                -

              	
                -

              
	
                Other
      Entities Affiliated with Mr. Li

              	
                -

              	
                -

              	
                -

              	
                   
       -

              
	 
      	 
      	 
      	 
      	 
      
	
                Total
      amount owed by any Affiliated Party to NIVS Group after the effect of this
      Agreement

              	 
      	 
      	 
      	
                -

              


      

    

    


    The Li
Debt (amount owed by the NIVS Group to Mr. Tianfu Li) is US$8,838,159, and the
Li Debt is set off as set forth below, in addition to the table above (for
purposes of this Agreement, all currency amounts have been converted into US
Dollars):

    


    
      
        
          
            	
                    The
      Li Debt

                  	 
      	
                    $8,838,159

                  
	
                    Amount
      of the Related Companies’ Debt Repaid via Set-Off Against the Li Debt (see
      table above)

                  	 
      	
                    
                      $996,433

                    

                  
	
                    The
      NIVS Group’s Remaining Debt owed to Mr. Tianfu Li after the Effect of this
      Agreement

                  	 
      	
                    $7,841,726

                  


          

        

      

    

    


     

    
      
        
        

      

      
        A-1