SHARE AND WARRANT CANCELLATION AGREEMENT

THIS SHARE AND WARRANT CANCELLATION AGREEMENT (this “ Agreement ”) is made and entered into as of this 25th day of July, 2008 by and between SRKP 19, Inc., a Delaware corporation (“ SRKP 19 ”) and the stockholders of SRKP 19, as set forth on Schedule I attached hereto (such stockholders collectively referred to herein as the “ Stockholders ”). Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to them in the Exchange Agreement (as hereinafter defined).

WHEREAS, SRKP 19, NIVS Holding Company Limited, a British Virgin Islands corporation (" NIVS "), and all of the shareholders of NIVS entered into a Share Exchange Agreement, dated as of June 27, 2008, as amended on the date hereof (the “ Exchange Agreement ”), a copy of which is attached hereto as Exhibit A ;

WHEREAS, pursuant to the terms of the Exchange Agreement, and as a condition to the completion of the transactions contemplated by the Exchange Agreement, SRKP 19 agreed to enter into an agreement with the Stockholders to cancel (i) an aggregate of 4,756,390 shares of SRKP 19 common stock held by such Stockholders (the “ Shares ”), as such Shares are more particularly set forth on Schedule I attached hereto, and (ii) an aggregate of 6,149,723 warrants to purchase shares of SRKP 19 common stock held by such Stockholders (the “ Warrants ”), as such Warrants are more particularly set forth on Schedule II attached hereto; and

WHEREAS, the Stockholders acknowledge that they would benefit from the completion of the transactions contemplated by the Exchange Agreement.

NOW, THEREFORE, for and in consideration of the execution and delivery of the Exchange Agreement, and the payment of good and valuable consideration pursuant to the Exchange Agreement, the receipt and sufficiency of which is hereby acknowledged, SRKP 19 and the Stockholders, each intending to be legally bound by this Agreement, hereby agree as follows:

1.1 Rights and Obligations of the Parties . The parties shall be entitled to such rights and shall perform such duties as set forth herein. In the event that the terms of this Agreement conflict in any way with the provisions of the Exchange Agreement, the Exchange Agreement shall control.

1.2 Cancellation of Shares and Warrants . On the Closing Date of the Exchange Agreement, the Shares and the Warrants shall be deemed automatically cancelled. The Stockholders agree to execute any and all documents, including, but not limited to, stock powers for the stock certificates representing the Shares, as SRKP 19 reasonably determines necessary to effect the cancellation of the Shares and the Warrants pursuant to the terms of this Agreement.

2. DIVIDENDS; VOTING RIGHTS; STOCK SPLITS

2.1 Cash Dividends; Voting Rights . Prior to the Closing of the Exchange Agreement, the Stockholders shall have rights to cash or stock dividends with respect to the Shares and the Warrants, if any, and have rights to vote their respective Shares, if any such matter requiring stockholder approval shall arise.

2.2 Stock Splits; Stock Dividends . In the event of any stock split or other similar transaction with respect to SRKP 19 common stock that becomes effective prior to the Closing of the Exchange Agreement, the additional shares or warrants issued with respect to the Shares or the Warrants shall be similarly cancelled.

3. MISCELLANEOUS

3.1 Transferability . None of the rights and obligations of the Stockholders hereunder shall be transferable.

3.2 Notices . Any notices or other communications required or permitted under this Agreement shall be in writing and shall be sufficiently given if sent by (i) registered or certified mail, postage prepaid,