Exhibit
        10.1

      


      


      


      


      


      


      Equity
        Transfer Agreement

      (English
        Translation)

      


      


      


      


      
 

      


      May
        22, 2008

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      



      THIS
        EQUITY
        TRANSFER AGREEMENT (the “Agreement”)
        is
        made and entered into on May 22, 2008 (the “Execution
        Date”)
        in
        Beijing of China BY
        AND AMONG

      


      Transferer
        : Beijing Marine Communication & Navigation Company
        (“MCN”)

      


      AND

      


      Transferee:
        Beijing Peking University ChinaFront High Technology Co., Ltd.
        (“PKU”)

      


      Company:
        China TranWiseway Information Technology Co., Ltd. (“China TranWiseway” or the
“Company”)

      


      WHEREAS:
        

      
        	
              	1.	
                China
                  TranWiseway is a limited liability company duly incorporated and
                  existing
                  under the Company Law of the People’s Republic of China (“China”),
                  and other relevant laws and regulations of
                  China.

              


      

      
        	 	 	 


        	 	 	 


        	
              	2.	
                MCN,
                  Xu Wang and Tieying Zhao are the existing shareholders of the Company,
                  who
                  invest in the Company RMB 2.5 million, RMB 400,000, RMB 100,000,
                  holding
                  83.33û,
                  13.34û
                  and 3.33% of the shares of the Company,
                  respectively.

              


      

      
        	 	 	 


        	
              	3.	
                PKU
                  has entered into an equity transfer agent with Xu Wang and Tieying
                  Zhao on
                  May 9, 2008 to purchase 13.34% and 3.33% of the equity ownership
                  of the
                  Company held by Xu Wang and Tieying Zhao,
                  respectively.

              


      

      
        	 	 	 


        	
              	4.	
                PKU
                  has determined to
                  purchase 53.33% of the equity ownership of the Company held by
                  MCN, in
                  accordance with the terms and conditions of the Agreement. (“Equity
                  Transfer”)

              


      

       

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

      NOW
        THEREFORE,
        the
        Parties, on the basis of equality and mutual benefit and in accordance with
        the
        Law of China On Chinese-Foreign Contractual Joint Ventures, the Company Law
        of
        China and other relevant laws and regulations of China, have made and entered
        into the Agreement with respect to the Equity Transfer, under which the Parties
        hereby agree as follows:

       

      
        
          Article
            1

          Equity
            Transfer

           

        

      

      
        	
                1.1

              	
                Equity
                  transfer

              


      

      
        	 	 	 


        	
              	1.1.1	
                The
                  Parties agree that PKU will purchase 53.33% of the Company’s shares at a
                  purchase price of RMB 2.5 million (“Equity
                  Transfer Payment”)
                  in accordance with the terms and conditions set forth in this
                  Agreement.

              


      

      
        	 	 	 


        	
              	1.1.2	
                The
                  Parties agree that upon the Equity Transfer, the capital subscription
                  in
                  registered capital by the shareholders and their respective share
                  proportions shall be as follows:

              


      

      


      
        	
                Name
                  of Shareholders

              	
                Capital
                  subscription in registered capital(unit: RMB)

              	
                Share
                  proportion

              
	 	 	 
	
                PKU

              	
                2,100,000

              	
                70%

              
	
                MCN

              	
                900,000

              	
                30%

              
	
                Total

              	
                3,000,000

              	
                100%

              


      

       

      Article
        2 

      Payment
        of the Equity Transfer

       

      
        
          
            	2.1	
                    MCN
                      and the Company agree to be subject to the terms and conditions
                      set forth
                      in the Agreement with respect to the Equity Transfer hereunder
                      and arrange
                      the same agent to handle the necessary filing and registration
                      of Equity
                      Transfer with the Administration for Industry and Commerce.
                      The Parties
                      agree to do their best to sign the necessary legal documents
                      required by,
                      including but not limited to, commerce authorities and administrations
                      for
                      industry and commerce at any time so as to fulfill the filing
                      and
                      registration of the Equity Transfer as soon as possible.
                      

                  


          

        

      

      
        	 	 


        	
                2.2

              	
                Upon
                  the execution of the Agreement, PKU is entitled to appoint a CFO
                  of the
                  Company. The official seal of the Company, contract seal and appropriative
                  finance seal shall be kept by the CFO appointed by PKU, and the
                  private
                  seal of the legal representative by the existing financial assistant.
                  

              


      

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

       

      
        	2.3	
                The
                  Company and the MCN shall take all necessary measures to demand
                  the
                  account receivables listed in Exhibit II be paid off as soon as
                  possible.

              


      

      
        	 	 


        	2.4	
                MCN
                  shall issue the written notice for Equity Transfer Payment to PKU
                  before
                  each installment, in which details about designated payment account
                  shall
                  be specified.

              


      

      
        	 	 


        	2.5	
                PKU
                  shall pay the Equity Transfer Payment to MCN according to the following
                  schedule:

              


      

      
        	 	 	 


        	 	
                (1)

              	
                PKU
                  shall pay 30% to the Transferer of the Equity Transfer Payment,
                  i.e., RMB
                  750,000 yuan, in five (5) business days since the Execution
                  Date;

              


      

      
        	 	 	 


        	 	
                (2)

              	
                PKU
                  shall pay other 70% of the Equity Transfer Payment, i.e., RMB 1,750,000
                  yuan, in five (5) business days following the date of completion
                  of
                  alteration registration with the relevant Administration of Industry
                  and
                  Commerce.

              


      

      


      
        Article
          3

        Representation
          and Warranties of PKU

         

        
          	3.1	
                  PKU’s
                    legal status and capacity.
                    PKU has the full power, rights and capacities for execution,
                    delivery and
                    performance of the Agreement, and can act as the subject of litigation.
                    PKU’s execution and performance of the Agreement shall not violate
                    any
                    relevant laws and regulations or government order, nor breach
                    any contract
                    or agreement binding upon PKU or its assets
                    thereof.

                


        

      

      
        	 	 


        	
                3.2

              	
                Legality
                  of the Equity Transfer Payments.
                  PKU hereby warrants that its Equity Transfer Payment for acquiring
                  the
                  Transferer’ equity interests in the Company are legal, and PKU has full
                  power and capacity to make the Equity Transfer Payment to the Transferer
                  subject to the terms and conditions of the
                  Agreement.

              


      

      


      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

      
        
          Article
            4

          Representation
            and Warranties of the Company and Transferers

           

        

      

      Unless
        disclosed to PKU in written form, the Company and the MCN hereby represent
        and
        warrant to PKU with respect to the following events as at or prior to the
        Execution Date of the Agreement:

      
        
          
            	 	 


            	4.1.	
                    Authorization.
                      Each of the MCN and the Company has the requisite power and
                      authority to
                      enter into this Agreement and carry out its obligations hereunder.
                      The
                      Agreement shall be binding upon the MCN and the
                      Company.

                  


          

        

      

      
        	 	 


        	4.2.	
                No
                  Conflict.
                  The execution and performance of the Agreement shall not breach,
                  conflict
                  with the articles of association of the Company or other bylaws
                  of its
                  organization rules, nor violate any mandatory stipulations of China’s laws
                  and regulations; all MCN and the Company have acquired all requisite
                  consent or authority in respect of the transactions hereunder from
                  a third
                  party.

              


      

      
        	 	 


        	4.3.	
                Duly
                  existing.
                  The Company is a limited liability company duly incorporated and
                  existing
                  under the laws of China.

              


      

      
        	 	 


        	4.4.	
                Investment.
                  The Company does not invest in or operate, including but not limited
                  to
                  its subsidiaries, branch companies, representative offices or branches;
                  or
                  any other entity controlled directly or indirectly by the Company
                  or any
                  other entity in which the Company holds
                  shares.

              


      

      
        	 	 


        	4.5.	
                Financial
                  statement.
                  The financial statement (including balance sheet, profit & loss
                  statement and cash flow statement) in Exhibit I fairly, completely
                  and
                  accurately represents the operations and financial position and
                  results of
                  the Company as of April 30, 2008. The
                  Company’s financial records and books are prepared in accordance with
                  China’s laws and PRC GAAP.

              


      

      
        	 	 


        	4.6.	
                Undisclosed
                  liabilities.
                  Except for the liabilities that are generated from Company’s ordinary
                  course of business (which will not materially affect any shareholders
                  and
                  the Company), the Company does not have any other liabilities that
                  are not
                  disclosed in the Balance Sheet, and the Company has never furnished
                  others
                  with security of guaranty or has assets with any pledge, mortgage
                  or any
                  other security right.

              


      

      
        	 	 


        	4.7.	
                Capital
                  structure.
                  The share structure of registered capital of the Company in the
                  articles
                  of association of the Company and its amendment with filing and
                  registration with the Administration for Industry and Commerce
                  comply with
                  the articles of association and its amendments provided by the
                  MCN to PKU
                  (information about share structure is set forth in Item 4.7 of
                  Disclosure
                  List ), which represents the complete and accurate capital structure
                  of
                  the Company prior to the Equity Transfer. Except for the above
                  shares, the
                  Company has never promised to anybody in any form or issued any
                  other
                  securities, shares, bonds or options, or any other same or similar
                  shares.

              


      

       

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

       

      
        	4.8.	
                No
                  Change.
                  From the Balance
                  Sheet Date (April
                  30, 2008) to the Execution
                  Date
                  (May 22, 2008) of the Agreement, unless otherwise specified in
                  the
                  Agreement or disclosed in Item 4.8 of Disclosure List by MCN and
                  the
                  Company which shall be approved by PKU in written form, the Company
                  does
                  not:

              


      

      
        	 	 	 


        	
              	4.8.1	
                repay
                  the liabilities in advance;

              


      

      
        	 	 	 


        	 	
                4.8.2

              	
                furnish
                  others with security of guaranty or have assets with any mortgage,
                  deliver
                  of pledge or any other security
                  right;

              


      

      
        	 	 	 


        	 	
                4.8.3

              	
                exempt
                  its creditor’s rights upon others or waive its rights of
                  claim;

              


      

      
        	 	 	 


        	 	
                4.8.4

              	
                revise
                  any existing contracts or
                  agreements;

              


      

      
        	 	 	 


        	 	
                4.8.5

              	
                give
                  bonus to any management, director, employee, sales representative,
                  agent
                  or adviser or increase their income in any other form, nor raise
                  the
                  salaries of the five persons with the best salary in the Company
                  and CEO,
                  President, COO and CFO by 10% within twelve
                  months;

              


      

      
        	 	 	 


        	 	
                4.8.6

              	
                suffer
                  any loss (whether or not has bought the insurance), or deteriorate
                  relationship with suppliers, customers or employees, which may
                  lead to
                  adverse impact on the Company;

              


      

      
        	 	 	 


        	 	
                4.8.7

              	
                change
                  the method of accounting calculation, accounting policy or principles
                  or
                  rules and regulations of financial accounting of the
                  Company;

              


      

      
        	 	 	 


        	 	
                4.8.8

              	
                transfer
                  or authorize others to use the intellectual property of the Company
                  except
                  in the Company’s normal business
                  activities;

              


      

      
        	 	 	 


        	 	
                4.8.9

              	
                have
                  material change with regard to conventional sales or accounting
                  method,
                  employing policy or rules and
                  regulations;

              


      

      
        	 	 	 


        	 	
                4.8.10

              	
                have
                  materially adverse change regarding the Company’s financial position; or
                  have other transactions rather than the regular business and give
                  rise to
                  responsibilities; 

              


      

      
        	 	 	 


      

       

      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

       

      
        	 	
                4.8.11

              	
                make
                  any resolution by shareholders’ meeting or board resolutions which are
                  different from those discussing routine matters at annual general
                  meeting,
                  excluding those made particularly for the performance of the
                  Agreement;

              


      

      
        	 	 	 


        	 	
                4.8.12

              	
                declare,
                  pay, or is to declare, pay, cause any dividends, bonus or dividends
                  paid
                  to shareholders in any other form;

              


      

      
        	 	 	 


        	 	
                4.8.13

              	
                (i)
                  sell, mortgage, pledge, lease, transfer or dispose beyond its normal
                  business scope the assets whose transaction amount reaches over
                  RMB
                  30,000, (ii) dispose any fixed asset or approve the disposal of
                  its fixed
                  asset by others, give up the control over the assets of the Company,
                  enter
                  into any contract which may result in the fixed assets expenditure,
                  or
                  give rise to any other obligations; (iii) have any expenditure
                  over RMB
                  30,000 beyond its normal business scope or purchase any tangible
                  or
                  intangible assets (including the share equity investment in any
                  company);

              


      

      
        	 	 	 


        	 	
                4.8.14

              	
                have
                  any transaction or action not belonging to its ordinary course
                  of
                  business; or 

              


      

      
        	 	 	 


        	 	
                4.8.15

              	
                have
                  any action or omission which may lead to the above
                  events.

              


      

       

      
        
          
            	4.9	
                    Tax
                      Matters.
                      The Company has had filed all the tax registrations required
                      by the laws
                      and regulations, and has paid all the taxes due.
                      

                  


            	 	 


          

        

      

      
        	
                4.10

              	
                Assets.
                  The Company has the full power and right to own and use all their
                  fixed
                  assets and intangible assets. Details are set forth in Item 4.10
                  of
                  Disclosure List. 

              


        	 	 


      

      
        	4.11	
                Real
                  Property.
                  The Company does not own or lease any real
                  property.

              


        	 	 


      

      
        	4.12	
                Contracts.
                  MCN and the Company hereby warrant that each of the counterparts
                  of
                  agreements shall be executed as the original; that the Company
                  does not
                  have any of the following contracts, agreements or documents binding
                  upon
                  the Company or to which the Company is a party, or violate the
                  terms and
                  conditions or obligations of such contracts, agreements or documents,
                  which:

              


        	 	 


      

      
        	
              	4.12.1	
                are
                  not made in the ordinary course of
                  business;

              


      

      
        	 	 	 


        	
              	4.12.2	
                are
                  not concluded on a fair base;

              


      

      
        	 	 	 


        	
              	4.12.3	
                result
                  in the Company’s loss or prejudice to the Company’s
                  benefit;

              


      

      
        	 	 	 


        	
              	4.12.4	
                cannot
                  be implemented with reasonable efforts and expenditure;
                  or

              


      

      
        	 	 	 


        	
              	4.12.5	
                limit
                  the Company’s free operation
                  activities.

              


      

      
        	 	 


      

       

      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

       

      
        	4.13	
                Intellectual
                  property.
                  Unless otherwise disclosed in Item 4.13 of Disclosure List, the
                  Company
                  has the legal title of or rights to use all the intellectual properties
                  being used by the Company (including but not limited to patent,
                  trademark,
                  copyright, know-how, domain name and business secret, etc.), and
                  the
                  Company has acquired all the necessary authorization or license
                  of the
                  intellectual property with regard to a third party’s intellectual property
                  during its operation (including but not limited to the intellectual
                  property license for the services with regard to providing value-added
                  services). The Company does not infringe upon others’ intellectual
                  property rights, business secret, know-how or similar rights, and
                  is not
                  involved in any claim for compensation, dispute or proceedings,
                  which
                  remain unresolved or may occur, against the Company due to the
                  infringement upon any third party’s intellectual property rights, business
                  secret, know-how or similar rights. The Company has officially
                  registered
                  its trademark, patent, software copyright and domain name with
                  relevant
                  authorities.

              


      

      
        	 	 


        	4.14	
                Litigation.
                  The Company is not subject to any of the following events which
                  may bring
                  materially adverse impact on the Company, or have negative impact
                  on the
                  execution, validity and enforceability of the Agreement and the
                  Equity
                  Transfer thereof, whether it is implemented, remain unresolved
                  or may
                  occur:

              


      

      
        	 	 	 


        	
              	4.14.1	
                penalty,
                  ban or order against the Company by any government
                  authorities;

              


      

      
        	 	 	 


        	
              	4.14.2	
                proceedings
                  or dispute against the Company such as civil, criminal and administrative
                  actions and arbitration, etc.

              


      

      
        	 	 


        	4.15	
                Legal
                  Compliance.
                  The Company’s current operation is in full compliance with the existing
                  laws and regulations, rules and other provisions by relevant
                  administrations of China (collectively “Laws
                  and Regulations”),
                  and the Company does not breach any of such Laws and Regulations
                  which may
                  lead to materially adverse impact on the Company’s operation or its
                  assets.

              


      

      
        	 	 


        	4.16	
                Employees.

              


        	 	 


        	 	Unless otherwise disclosed in Item
                4.16 of
                Disclosure List,


      

       

      
        
          
            	
                  	4.16.1	
                    all
                      the employees of the Company abide by relevant applicable labor
                      laws;

                  


          

        

      

      
        	 	 	 


        	
              	
                4.16.2

              	
                there
                  are not any labor disputes or potential labor disputes between
                  the Company
                  and its employees and former
                  employees;

              


      

      
        	 	 	 


        	
              	4.16.3	
                the
                  Company does not have any overdue economic compensation, payable
                  due to
                  terminating the labor contracts, or similar obligation to pay the
                  indemnity or compensation costs with regard to
                  employment;

              


      

      
        	 	 	 


        	
              	4.16.4	
                the
                  Company has fully paid and/or withheld employees’ social insurance or
                  welfares in accordance with relevant laws and regulations, including
                  endowment insurance, housing fund, medical insurance, unemployment
                  insurance and other payable insurance or welfare as per relevant
                  laws and
                  the agreements, and therefore does not have any existing or potential
                  disputes concerning such social insurance and
                  welfares.

              


      

       

      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

       

      
        
          
            	4.17	
                    Special
                      representation and warranties of MCN and the Company.
                      In addition to the general representation and warranties aforesaid,
                      MCN
                      and the Company further represent and warrant
                      that:

                  


          

        

      

       

      
        
          
            	
                  	4.17.1	
                    all
                      the documents including account books, records of equity changes,
                      financial statement and other records of the Company have been
                      kept
                      complying with business rules and controlled by the Company,
                      and all the
                      principal transactions in connection with the Company’s operation have
                      been recorded in an accurate and regular
                      way;

                  


          

        

      

      
        	 	 	 


        	
              	
                4.17.2

              	
                as
                  of the date when MCN transfers all legal and financial documents
                  to PKU
                  (the “Transfer
                  Date”),
                  all the documents of the Company including the minutes of board
                  meetings
                  and meetings of shareholders’ conference and shareholder list have been
                  kept safely, in which all necessary events required by such documents
                  are
                  recorded completely and accurately;


              


      

      
        	 	 	 


        	
              	4.17.3	
                as
                  of the Balance Sheet Date, (1) except for the normal operation,
                  there are
                  no events giving rise to advanced debt maturity; (2) except for
                  the normal
                  operation, there are no any assets of the Company disposed or out
                  of the
                  Company’s control, and the Company does not reach any agreement which
                  might give rise to additional expenditure, nor have any responsibility
                  thereof;

              


      

      
        
          	 	 	 


          	
                	4.17.4	
                  the
                    Company has submitted to tax authorities all required information;
                    and up
                    to the Execution Date of the Agreement, the Company does not
                    have any
                    disputes with tax authorities regarding tax responsibility or
                    potential
                    tax responsibility or tax
                    incentives;

                


        

      

      
        
          
            	 	 	 


          

           

          
            
              
              

            

            
              9

              
                

              

            

            
              
              

            

          

           

          
            	
                  	
                    4.17.5

                  	
                    the
                      Company has the financial documents for normal taxing and tax
                      payment and
                      all the necessary supporting documents for tax incentives with
                      the
                      approval by relevant government departments; and
                      

                  


          

        

      

      
        	 	 	 


        	
              	
                4.17.6

              	
                except
                  for the employee benefit and social welfare insurance in accordance
                  with
                  the Labor Law of China and relevant provisions, the Company does
                  not
                  provide any other incumbent, retire or elderly welfares or
                  insurance.

              


      

      
        	 	 


        	4.18	
                Real
                  holder.
                  The Transferer is the real holder of the equity interests in the
                  Company,
                  and upon the execution of the Agreement, there is no mortgage,
                  pledge,
                  security rights, lien, impediment or other limits in any form to
                  the
                  transferred equity, and the Transferer holds the equity interests
                  only for
                  its own sake in stead of proxy holding for any other third
                  party.

              


      

      
        	 	 


        	4.19	
                Information
                  disclosure.
                  The representations and warranties and statements of fact made
                  in this
                  Agreement are, as applicable, accurate, correct and complete and
                  do not
                  contain any untrue material fact or omission to state any material
                  fact.

              


      

      
        	 	 


        	4.20	
                The
                  Company and the MCN shall make the above representations and warranties
                  to
                  PKU again on the Transfer Date, as the case may
                  be.

              


      

      


      
        
          Article
            5

          Governing
            Structure of the Company after the Equity Transfer

           

        

      

      
        	
                5.1.

              	
                After
                  the close of the Equity Transfer, three (3) individual persons
                  constitute
                  the Board of Directors of the Company, two (2) are recommended
                  by PKU and
                  one (1) by MCN.

              


      

      
        	 	 


        	
                5.2.

              	
                Upon
                  the Equity Transfer, the governing structure of the Company shall
                  be
                  carried out according to the Company Law of the People’s Republic of
                  China.

              


      

      


      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      

      
        
          Article
            6

          Further
            Guarantee of the Company and the Transferer

           

        

      

      
        	
                6.1

              	
                Corporation
                  Management.
                  During the period from the execution of the Agreement up to the
                  alternation of registration with the Administration for Industry
                  and
                  Commerce accepted by the Parties, unless as is specified in the
                  Agreement
                  and the Exhibits to the Agreement or approved by PKU in written
                  form, the
                  MCN and the Company covenant that the Company
                  will:

              


      

      
        	 	 	 


        	
              	6.1.1.	
                be
                  operating in a normal way. The Company will continue to maintain
                  its
                  relationship with customers so that the Company’s reputation and operation
                  will not be materially adversely affected after the capital increase
                  and
                  the Equity Transfer;

              


      

      
        	 	 	 


        	
              	6.1.2.	
                will
                  not distribute bonus or declare dividends or repurchase shares,
                  nor make
                  any unusual transactions thus incurring unusual liabilities. Except
                  for
                  the ordinary course of business, the Company shall not repay the
                  loan, or
                  disburse trade payables in advance or delay;


              


      

      
        	 	 	 


        	
              	6.1.3.	
                shall
                  pay the account payables due and other liabilities in the ordinary
                  course
                  of business;

              


      

      
        	 	 	 


        	
              	6.1.4.	
                shall
                  perform the contracts, agreements or other documents in respect
                  of the
                  Company’s assets and business in a timely
                  manner;

              


      

      
        	 	 	 


        	
              	6.1.5.	
                shall
                  not, except for the ordinary course of business, reconcile or waive,
                  alter
                  its request or other rights without the written approval by
                  PKU;

              


      

      
        	 	 	 


        	
              	6.1.6.	
                shall
                  try its best to procure from competent authorities all permits
                  and other
                  approvals and consents necessary for its operation, so that the
                  Company
                  can maintain its legal operation;

              


      

      
        	 	 	 


        	
              	6.1.7.	
                shall
                  not separate, nor merger with any third party or acquire the assets
                  or
                  business of a third party;

              


      

      
        	 	 	 


        	
              	6.1.8.	
                shall
                  not breach the representation and warranties of the Agreement through
                  action or omission;

              


      

      
        	 	 	 


        	
              	6.1.9.	
                shall
                  inform PKU of relevant events, facts, conditions, changes or other
                  cases
                  which have had or might have materially adverse impact on the Company
                  in a
                  timely manner;

              


      

      
        	 	 	 


        	
              	6.1.10	
                shall
                  handle the tax affairs of the Company as usual in full compliance
                  with
                  relevant laws and regulations of
                  China.

              


      

      
        
           

          
            
              
              

            

            
              11

              
                

              

            

            
              
              

            

          

           

          
            	6.2	
                    Information
                      collection.
                      During the period from the execution of the Agreement up to
                      the
                      alternation of registration with the Administration for Industry
                      and
                      Commerce, MCN shall provide, at the reasonable request of PKU
                      and its
                      representatives, all relevant documents of the Company to PKU
                      and its
                      representatives during office hours, including but not limited
                      to, provide
                      all necessary accounts, records, contracts, technical documentation,
                      personnel information, management situation and other documents
                      to legal
                      counsel, accountant and other representatives appointed by
                      PKU; in order
                      to assist PKU in reviewing the documents in respect of the
                      Company’s
                      properties, assets and business and those mentioned in the
                      Agreement,
                      MCN
                      and the
                      Company will permit PKU to meet or contact the customers and
                      creditors of
                      the Company. MCN and the Company agree that PKU have the full
                      rights to
                      conduct detailed due diligence investigations in respect of
                      the Company’s
                      financial position, asset conditions and operation status at
                      any time
                      prior to the Equity
                      Transfer.

                  


          

        

      

      


      
        
          Article
            7

          Taxes

           

        

      

      
        	
                7.1

              	
                The
                  Parties shall bear their respective taxes for the performance of
                  the
                  transactions contemplated by the Agreement pursuant to relevant
                  laws and
                  regulations, those not specified at the expense of the
                  Company.

              


      

      


      
        
          Article
            8

          Supplement,
            Modification, Amendment and Termination

           

        

      

      
        	
                8.1

              	
                After
                  the execution of the Agreement, Supplemental Agreement may be made
                  in
                  writing upon mutual consent, which shall take effect upon due execution
                  of
                  the Parties hereto.

              


      

      
        	 	 


        	8.2	
                The
                  Agreement may be modified or amended upon mutual consultation.
                  Any
                  modification or amendment to the Agreement shall be in writing,
                  which
                  shall take effect upon due execution of the Parties
                  hereto.

              


      

      
        	 	 


        	8.3	
                Termination.
                  The Agreement may be terminated as
                  follows:

              


      

      
        	 	 	 


        	 	
                (1)

              	
                The
                  Parties make written agreement to terminate the Agreement and define
                  the
                  effective date of termination;

              


      

       

      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

      

       

      
        	 	
                (2)

              	
                One
                  party shall inform the other party in writing of the termination
                  of the
                  Agreement at least ten (10) business days prior to the effective
                  date of
                  termination which shall be contained in the notification, in the
                  event
                  that: 

              


      

      
        	 	 	 


        	 	
                (a)

              	
                the
                  other party’s representation or warranties are found untrue or have
                  material omission when made or on the Transfer Date;
                  

              


      

      
        	 	 	 


        	 	
                (b)

              	
                the
                  other party does not perform the terms, promises and obligations
                  in
                  accordance with the Agreement, and does not take effective remedial
                  actions within ten (10) days upon receipt of written notification
                  from the
                  party. 

              


      

      
        	 	 	 


        	 	
                (3)

              	
                Where
                  the Equity Transfer set forth in Article 2 hereunder can not be
                  performed
                  within one (1) month as of the Transfer Date, PKU has the right
                  to
                  terminate the Agreement.

              


      

      
        	 	 


        	8.4	
                Validity
                  of termination.

              


      

      
        	 	 	 


        	
              	(1)	
                In
                  the event that the Agreement is terminated as pursuant to any clause
                  of
                  Article 8.3, the Agreement shall be null and
                  void;

              


      

      
        	 	 	 


        	
              	(2)	
                Upon
                  the termination of the Agreement, the Parties shall adhere to the
                  principles of equity, fairness and credit and return to the other
                  party
                  the considerations obtained pursuant to the Agreement, trying their
                  best
                  to resume the initial state on execution of the Agreement;
                  

              


      

      
        	 	 	 


        	
              	(3)	
                Upon
                  the termination of the Agreement, all the rights and obligations
                  of the
                  Parties under the Agreement shall be terminated, and one party
                  shall not
                  demand any claim compensation against the other party in respect
                  of the
                  Agreement and its termination, except the responsibilities set
                  out in
                  Article 10 of the Agreement.

              


      

      


      
        
          Article
            9

          Defaults

           

        

      

      
        	
                9.1

              	
                Any
                  breach of or failure to perform its representation, warranties,
                  obligations or responsibilities by one party shall constitute the
                  default.

              


        	 	 


      

      
        	
                9.2

              	
                Unless
                  otherwise specified in the Agreement, in case of any other additional
                  expenses, responsibilities or loss incurred to the other party
                  due to the
                  default of one party, the default party shall indemnify the innocent
                  party
                  for such expenses, responsibilities or losses (including but not
                  limited
                  to interests and counsel fees, paid or lost due to the default).
                  The total
                  amount of the indemnification the default party has to pay to the
                  innocent
                  party shall be equal to the loss due to such default action, and
                  in
                  addition, the default party shall pay the innocent party 20% of
                  such loss
                  due to the default above as
                  penalty.

              


      

      


      
        
          
          

        

        
          13

          
            

          

        

        
          
          

        

      

      


      
        
          Article
            10

          Force
            Majeure

           

        

      

      
        	
                10.1

              	
                Any
                  delay in or failure of performance by either party of all or any
                  of their
                  obligations under this Agreement shall not constitute a breach
                  hereunder
                  if, and to the extent that such delays or failures are caused by
                  force
                  majeure, provided that necessary remedial measures shall be taken
                  to
                  reduce the damage under proper
                  condition.

              


      

      
        	 	 


        	
                10.2

              	
                The
                  affected party shall inform the other party(ies) of the occurrence
                  of
                  force majeure in writing within three (3) business days after the
                  occurrence of force majeure, and furnish the other party(ies) with
                  descriptions of force majeure and proving documents issued by local
                  competent notaries for such failure of or delay in performance
                  of all or
                  any of its obligations within fifteen (15) business days after
                  the
                  occurrence of the force majeure. It is up to the Parties to determine
                  whether to terminate the Agreement, or partially exempt the performance
                  of
                  the Agreement, or prolong the performance of the Agreement. In
                  the event
                  that the Parties can not reach an agreement within sixty (60) days
                  after
                  the occurrence of force majeure or events, the party affected by
                  force
                  majeure or events has the full right to terminate the Agreement,
                  and any
                  party shall not be liable for the loss caused to other party(ies)
                  thereof.

              


      

      
        	 	 


        	
                10.3

              	
                The
                  force majeure means objective events or circumstances, unpredictable,
                  unavoidable and uncontrollable, which includes earthquake, typhoon,
                  flood,
                  fire, war and other unpredictable, unavoidable and uncontrollable
                  events,
                  and change of any laws, rules and regulations, promulgation of
                  new laws,
                  rules and regulations, or any government act leading to direct
                  influence
                  on the performance of the Agreement or failure to perform the terms
                  and
                  conditions hereunder.

              


      

       

      
        
          
          

        

        
          14

          
            

          

        

        
          
          

        

      

      
        
          Article
            11

          Applicable
            Law and Dispute Settlement

           

        

      

      
        	
                11.1

              	
                The
                  execution, validity, interpretation, performance and dispute settlement
                  hereunder shall be governed by and construed in accordance with
                  the laws
                  of China. In case of certain items in respect of the Agreement
                  not
                  stipulated in promulgated laws and regulations of China, such items
                  shall
                  be construed and performed in accordance of generally accepted
                  international business practice in compliance with the laws and
                  regulations of China.

              


      

      
        	 	 


        	
                11.2

              	
                Any
                  dispute arising out of the performance of the Agreement or in connection
                  with the Agreement shall be settled via friendly consultation.
                  In case of
                  any dispute failing friendly settlement within fifteen (15) days
                  after the
                  dispute, either party may submit such dispute to Beijing Arbitration
                  Commission for arbitration as per the prevailing rules and procedures.
                  The
                  arbitration shall be performed in Beijing. The arbitration award
                  shall be
                  final and binding upon all the
                  parties.

              


      

      
        	 	 


        	
                11.3

              	
                During
                  the arbitration, the Parties shall have the remaining rights under
                  the
                  Agreement and continue to perform their respective obligations
                  hereunder.

              


      

      


      
        
          Article
            12

          Notice
            and Delivery

           

        

      

      
        	
                12.1

              	
                Any
                  effective notice or other communication relating to the Agreement
                  between
                  the Parties (“Notice”)
                  shall be in writing (including fax and e-mail) and posted, sent
                  by courier
                  or addressed to that notified party at the address or telephone
                  number
                  hereunder with the name of attention on the
                  Notice.

              


      

      


      PKU

      Attn.:
        Shudong Xia

      Addr:
        Room717, E-Wing Center, No.113, Zhichun Road, Haidian District,
        Beijing

      Post
        code: 100086

      Tel:
        82671299 ext. 8007

      


      
        
          
          

        

        
          15

          
            

          

        

        
          
          

        

      

      The
        Company & MCN 

      Attn.:

      Addr:

      Post
        code:

      Tel:

      


      
        	
                12.2

              	
                The
                  service time for the Notice shall be determined by the
                  following:

              


      

      
        	 	 	 


        	 	
                12.2.1

              	
                the
                  Notice shall be deemed to have been received if it is personally
                  delivered
                  or sent by courier and the notified party issues the receipt; those
                  without the notified party’s receipt shall not be deemed to have been duly
                  served on;

              


      

      
        	 	 	 


        	 	
                12.2.2

              	
                the
                  Notice, which can be sent by post and shall be delivered through
                  registered express or EMS, shall be deemed to have been received
                  by the
                  notified party on the seventh day after the date of
                  dispatch;

              


      

      
        	 	 	 


        	
              	12.2.3	
                the
                  Notice is deemed as given upon the date on the receipt of fax notice
                  or
                  e-mail.

              


      

      
        	 	 


        	
                12.3

              	
                In
                  case of any change of the above address or telephone number of
                  either
                  party (hereinafter referred to as “Change
                  Party”),
                  the Change Party shall notify other parties within seven (7) days
                  after
                  the change. Where the Change Party does not notify other parties
                  of such
                  change in a timely way, it shall afford any loss or damages incurred
                  to
                  other parties thereof. 

              


      

      


      
        
          Article
            13

          Information
            Disclosure

           

        

      

      
        	
                13.1

              	
                Unless
                  otherwise specified in the Agreement, the terms and conditions
                  hereunder
                  in respect of Equity Transfer (including all terms and conditions
                  hereunder, the Exhibits and any other relevant documents relating
                  to
                  investment) are confidential and shall not be disclosed to any
                  third
                  party. If required by relevant laws, the disclosing party shall
                  discuss
                  with the other party the disclosure and submission of relevant
                  information
                  within reasonable time prior to the disclosure and submission,
                  and where
                  the third party requests such disclosure and submission, the third
                  party
                  shall keep the information as confidential as it can, after the
                  Equity
                  Transfer is performed, the Parties may not be restricted by the
                  fact that
                  such disclosure shall only be made to a third
                  party.

              


      

       

      
        
          
          

        

        
          16

          
            

          

        

        
          
          

        

      

      
        
          Article
            14

          Miscellaneous

           

        

      

      
        	
                14.1

              	
                The
                  supplementary exhibits to the Agreement are integral part of the
                  Agreement, and shall have the same legal binding force with the
                  Agreement;
                  in case of discrepancy between the exhibits and the text of the
                  Agreement,
                  the text of the Agreement shall prevail.


              


      

      
        	 	 


        	
                14.2

              	
                In
                  case any provision under the Agreement and the exhibits is found
                  invalid
                  or not enforceable in accordance with applicable laws, such provision
                  shall be deemed as non-existence from the beginning and the remaining
                  provisions maintain effective; the Parties may define new provisions
                  through consultation complying with the laws to bring about the
                  original
                  intention of such provision to the greatest
                  extent.

              


      

      
        	 	 


        	
                14.3

              	
                The
                  Agreement shall also be binding upon the successors and transferees
                  of the
                  Parties, and such successors and transferees may have and hold
                  the shares
                  hereunder.

              


        	 	 


      

      PKU
        may
        assign and transfer its rights, shares and obligations hereunder to its
        affiliated companies, wholly-owned subsidiaries and holding company’s
        wholly-owned subsidiaries. In case of default of PKU or its transferee(s),
        PKU
        or its transferee(s) shall be jointly and severally liable.

      Except
        for the aforesaid provisions, any party shall not assign or transfer any
        of its
        rights or obligations hereunder.

      
        	 	 


        	
                14.4

              	
                Unless
                  otherwise specified in the Agreement, that one party does not perform
                  or
                  delay its performance of its rights, power and privilege does not
                  constitute its waiver of such rights, power and privilege, and
                  single or
                  partial performance of such rights, power and privilege shall not
                  prevent
                  its performance of any other rights, power and
                  privilege.

              


      

      
        	 	 


        	
                14.5

              	
                The
                  Agreement shall be effective with the official seal and the signature
                  by
                  the legal representative or duly authorized representative of each
                  party.

              


      

      
        	 	 


        	
                14.6

              	
                The
                  Agreement is made in five (5) copies of equal validity with PKU
                  holding
                  two (2) copies, the other Parties one (1) copy each and one (1)
                  copy for
                  competent Administration for Industry and
                  Commerce.

              


      


      
        
          
          

        

        
          17

          
            

          

        

        
          
          

        

      


      Transferer:
        Beijing Marine Communication & Navigation Company
        (Seal)

       

      /s/
        Hongyi Yang 

      Hongyi
        Yang

      Authorized
        representative

      


      Transferee:
        Beijing PKU ChinaFront Technology Co., Ltd.

       

      /s/
        Shudong Xia 

      Shudong
        Xia

      Authorized
        representative

      


      Company:
        

       

      China
        TranWiseway Information Technology Co., Ltd

       

      /s/
        Yandong Zhang 

      Yandong
        Zhang

      Authorized
        representative

      


      
        
          
          

        

        
          18