RESCISSION AGREEMENT

3.          Management Replacement. Yue Wei and Ivan Wong of NT shall resign as Directors as of the date of this Agreement. The current officers of NT shall also resign as of the date of this Agreement and Alan Lew shall be appointed as President and Chief Executive Officer.

4.          Waiver of Indemnification. Each of the Parties hereby waives any right to indemnification pursuant to Article VIII of the Share Exchange Agreement.

5.          Release. Except for the rights and obligations of the Parties arising from this Agreement, each of the Parties hereby, for himself/itself, his/its employees, agents, partners, members, representatives, controlled entities and affiliates, successors and assigns, discharges and releases all other Parties and its past and present employees, agents, executors, administrators, trustees, heirs, attorneys, partners, insurers, representatives, assigns, predecessors, successors and related entities (the “Released Parties”), from any and all claims, damages, actions, judgments, obligations, attorneys’ fees, indemnities, subrogations, duties, demands, controversies and liabilities of every nature at law or in equity, liquidated, or unliquidated, known or unknown, matured or unmatured, foreseeable or unforeseeable, which they had or have arising out of any circumstance, thing, or event alleged, or arising out of the Share Exchange Agreement and any and all other matters of any nature whatsoever in connection with the Share Exchange Agreement.

6.          Waiver of Unknown Claims. It is understood and agreed that the releases set forth hereinabove extend to all claims of every kind, nature and description whatsoever, known or unknown, suspected or unsuspected and any and all rights under the provisions of Section 1542 of the Civil Code of California or under any comparable statute of any other jurisdiction. Each of the Parties expressly acknowledges that he/it is familiar with and expressly waives and relinquishes every right or benefit he/it has or may have under the provisions of Section 1542 of the Civil Code of California which reads as follows:

“A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.”

7.          Entire Agreement. This Agreement constitutes the entire contract between the parties and it supersedes all prior and contemporaneous agreements, arrangements, negotiations and understandings between the parties relating to the subject matter hereof. There are no other understandings, statements, promises or inducements among the parties, oral or otherwise, contrary to the terms of this Agreement. No representations, warranties, covenants or conditions, express or implied, whether by statute or otherwise, other than as set forth herein, have been made by any party hereto regarding the subject matter hereof.

8.          Invalidity of Provisions. If any provision of this Agreement is declared invalid by any tribunal, then such provision shall be deemed automatically adjusted to the minimum extent necessary to conform to the requirements for validity as declared at such time and, as so adjusted, shall be deemed a provision of this Agreement as though originally included herein. In the event that the provision invalidated is of such a nature that it cannot be so adjusted, the provision shall be deemed deleted from this Agreement as though such provision had never been included herein. In either case, the remaining provisions of this Agreement shall remain in effect.

9.          Attorneys’ Fees and Costs. In the event that any action or proceeding is brought to enforce this Agreement, then the non-prevailing party shall be liable to the prevailing party for all expenses and costs incurred by the prevailing party in protecting or enforcing its rights hereunder, including but not limited to reasonable attorneys’ fees and costs regardless of whether those costs are expressly permitted by the California Code of Civil Procedure.

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