Exhibit
      10.1

     

    Loan
      Agreement

     

    Borrower: China
      TransInfo Technology Corp. (the “Borrower”)

     

    Lender: Youyi
      Branch, Beijing Bank Co., Ltd (the “Lender”)

    


    This
      LOAN
      AGREEMENT (the “Agreement”) is made and entered into by and between the Borrower
      and the Lender in accordance with relevant laws and regulations, whereby both
      parties agree as follows:

     

    
      
        Chapter
          1 Type
          of Loan

      

    

     

    Article
      1 The
      Lender agrees to make a short-term
      loan
      (the
“Loan”) to the Borrower in accordance with this Agreement.

     

    
      
        Chapter
          2 Purpose
          of Loan

      

    

     

    Article
      2 The
      Loan
      shall be used to purchase
      raw material,
      and
      without the Lender’s written consent, the Borrower shall not use the Loan herein
      for other purposes rather than the purpose specified herein.

     

    
      
        Chapter
          3 Amount
          and Term of Loan

      

    

     

    Article
      3 The
      currency under the Loan herein is Renminbi,
      with
      the amount of RMB 20,000,000
      (RMB
      Twenty Million). 

     

    Article
      4 The
      term
      of the Loan is one year from June 17, 2008 to June 17, 2009.

     

    Article
      5 In
      case
      the Borrower deems it necessary to extend the loan term, the Borrower shall
      submit “Application for Extending the Loan” to the Lender at least 30 days prior
      to the maturity date of the Loan, and with the consent from the Lender, a Loan
      Extension Agreement shall be entered into by and among the parties hereto and
      the guarantor.


    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    


    Chapter
      4 Interest
      Rate and Calculation of Interest

    


    Article
      6 Interest
      Rate

     

    
      	
            	6.1	
              The
                interest rate of the Loan herein shall be 8.964%
                per annum, or 0.747%
                per month.

            


    

     

    
      	
            	6.2	
              During
                the loan term, in case the People’s Bank of China adjusts the interest
                rate or its calculation method which is applicable to the Loan herein,
                the
                interest rate or its calculation method of the Loan herein is subject
                to
                such adjustment, which shall not be deemed as amendment to this
                Agreement.

            


    

     

    Article
      7 Interest

     

    
      	
            	7.1	
              The
                interest shall be calculated from the actual date of drawdown, which
                shall
                be calculated on a daily basis and paid per
                quarter,
                and the payment date shall be twentieth of the
                last month of each quarter;

            


    

     

    
      	
            	7.2	
              In
                case interest paying date falls on a non-business day of the Lender,
                it
                shall be postponed to the next earliest business day of the
                Lender;

            


    

     

    
      	
            	7.3	
              In
                case the Borrower repays the principal, it shall repay the principal
                and
                the accrued interests in full without being subject to the provisions
                in
                this Article;

            


    

     

    
      	
            	7.4	
              As
                for overdue interests, compound interest shall be calculated as per
                rules
                issued by the People’s Bank of
                China;

            


    

     

    
      	
            	7.5	
              During
                the loan term, in case the People’s Bank of China adjusts the calculation
                method of interest which is applicable to the Loan herein, the Lender
                may,
                without notifying the Borrower, calculate the interest as per such
                adjustment by the People’s Bank of China, which shall not be deemed as
                amendment to this Agreement.

            


    

     

    
      
        Chapter
          5 Withdrawal
          of Loan

      

    

     

    Article
      8 Unless
      the following prerequisites are satisfied, the Lender has no obligation to
      furnish the Borrower with the Loan herein:

     

    
      	
            	8.1	
              When
                withdrawing the Loan, the Borrower shall fill in relevant loan
                certificates and furnish relevant documentation and information as
                required by the Lender;

            


    


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    


    
      	
            	8.2	
              In
                case the Loan herein is guaranteed, the Borrower shall go through
                all
                necessary legal processes as required by the Lender, such as the
                notarization and/or registration of such guaranteed agreement with
                competent authorities, and the guarantee shall continue to be
                effective;

            


    

     

    
      	
            	8.3	
              There
                shall be no occurrence of the default events set out
                below.

            


    

     

    Article
      9 The
      Borrower shall draw the Loan in the first
      manner
      set out below:

     

    
      	
            	1.	
              The
                Lender shall transfer, at one time, the full amount equal to the
                Loan to
                the Borrower’s account with the Lender as at June 17,
                2008;

            


    

     

    
      	
            	2.	
              Installment
                transfer shall be withdrawn in the amount and at the time set out
                below:

            


    

    


    
      	
              NO.

            	 	
              Withdrawal
                Time

            	 	
              Amount
                (Say)

            	 	
              Remarks

            
	
              1

            	 	 	 	 	 	 
	
              2

            	 	 	 	 	 	 
	
              3

            	 	 	 	 	 	 
	
              4

            	 	 	 	 	 	 
	
              5

            	 	 	 	 	 	 


    

    


    Article
      10 In
      case
      the principal of the Loan herein is transferred to the account of the Borrower
      at the time set out in Article 9 herein, it shall be deemed that the Loan
      has been disbursed to the Lender and such loan has begun to bear
      interest.

     

    Article
      11 In
      case
      of any discrepancy between loan amount, loan date and repayment date set out
      herein, and those on loan certificates, the loan amount, loan date and repayment
      date on loan certificates shall prevail. Loan certificates constitute integral
      part of this Agreement, with equal validity.

     

    
      
        Chapter
          6 Repayment
          of Loan

      

    

     

    Article
      12 The
      Borrower shall pay the interest on time as set out herein, and repay the
      principal in the first
      manner
      set out below:

     

    
      	
            	1.	
              The
                Borrower shall repay, at one time, the full amount of principal by
                June
                17, 2009;

            


    


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    


    Article
      13 The
      Lender shall have rights to deduct directly from the bank account of the
      Borrower at all branches of Bank of Beijing the principal, accrued interests
      (including penalty interest and compound interest) and other payables by the
      Borrower as specified herein.

    


    Article
      14 In
      case
      the Borrower requests to prepay the Loan, the Borrower shall make written
      application to the Lender by giving 30 days prior written notice; the Lender
      shall have the right to collect interest as per the term and interest rate
      set
      out herein.

     

    
      
        Chapter
          7 Guarantee

      

    

     

    Article
      15 [Reserved]

     

    
      
        Chapter
          8 Representations
          and Warranties of the Borrower

      

    

     

    Article
      16 The
      Borrower hereby represents and warrants to the Lender that:

     

    
      	
            	16.1	
              The
                Borrower is a (legal entity/other organization/natural person) duly
                incorporated and existing under the laws of PRC, having independent
                and
                complete civil capacity;

            


    

     

    
      	
            	16.2	
              The
                business activity contemplated by the Agreement is determined or
                duly
                authorized by the competent decision-making body of the Borrower,
                which is
                the true will of the Borrower;

            


    

     

    
      	
            	16.3	
              The
                Borrower warrants that the purpose of the Loan complies with the
                laws,
                regulations, administrative rules, provisions by authorities, trade
                practices, and the Borrower’s Articles of Association or similar
                documentation, and that it has had relevant licenses and permits
                by
                competent authorities; 

            


    

     

    
      	
            	16.4	
              The
                Borrower warrants that the documentation and information furnished
                by the
                Borrower to the Lender is true, accurate and complete in all material
                aspects;

            


    

     

    
      	
            	16.5	
              The
                Borrower warrants that during the term of the Agreement, in case
                the
                Borrower has to assume liabilities or present guarantees for others,
                it
                will notify the Lender in writing ten working days prior to the said
                event.

            


    


    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    


    Chapter
      9 Rights
      and Responsibilities

    


    Article
      17 Rights
      and responsibilities of the Borrower

     

    
      	
            	17.1	
              The
                Borrower has the rights to draw and use the Loan during the term
                and sole
                purpose as specified herein;

            


    

     

    
      	
            	17.2	
              The
                Borrower shall repay the principal and pay the interests in accordance
                with the Agreement;

            


    

     

    
      	
            	17.3	
              The
                Borrower shall be subject to the investigation and monitoring by
                the
                Lender in respect of the use of the
                Loan;

            


    

     

    
      	
            	17.4	
              The
                Borrower shall cooperate with the Lender in the investigation and
                monitoring in respect of the production, operation and financial
                position
                of the Borrower and shall furnish the Lender with copies of its financial
                statements such as balance sheets, income statement and statement
                of cash
                flow;

            


    

     

    
      	
            	17.5	
              In
                case of any event has material adverse impact on the Borrower’s normal
                operation or its repayment capacity herein, the Borrower shall make
                an
                immediate written notification of such event to the
                Lender;

            


    

     

    
      	
            	17.6	
              In
                case of the Borrower’s incorporation, split, merger, restructuring,
                contracting, leasing, asset transfer, affiliation, applying for suspension
                of business, reorganization, dissolution or winding-up, and other
                acts
                which may adversely affect the performance of the Borrower’s obligations
                herein or adversely affect the Lender’s rights and interests, the Borrower
                shall not, without prior notification to and approval from the Lender,
                conduct the said acts before repayment of the Loan
                herein;

            


    

     

    
      	
            	17.7	
              During
                the term of the Agreement, in case of change of company name, registered
                address or legal representative, the Borrower shall notify the Lender
                of
                such change within three working days after the
                change;

            


    

     

    
      	
            	17.8	
              In
                case the Borrower has to transfer to a third party its liabilities
                herein,
                it shall have the written approval from the Lender in
                advance.

            


    

     

    Article
      18 Rights
      and responsibilities of the Lender


    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    


    
      	
            	18.1	
              The
                Lender has the rights to conduct investigation and monitoring over
                the
                Borrower’s operation and its use of the Loan, and to require the Borrower
                to provide all necessary supporting documentation concerning the
                Loan
                herein;

            


    

     

    
      	
            	18.2	
              The
                Lender has the rights to deduct from the bank account of the Borrower
                the
                principal, interest, penalty interest, compound interest and all
                other
                payables by the Borrower as specified
                herein;

            


    

     

    
      	
            	18.3	
              In
                case of any event set out in Article 19, the Lender has the rights
                to
                declare the acceleration of the Loan and request the Borrower to
                repay or
                pay in advance the principal, interest, penalty interest, compound
                interest and all other payables as specified
                herein;

            


    

     

    
      	
            	18.4	
              The
                Lender shall disburse the Loan to the Borrower in accordance with
                the
                Agreement;

            


    

     

    
      	
            	18.5	
              The
                Lender shall keep relevant information and materials provided by
                the
                Borrower confidential, excluding those available for enquiry in accordance
                with the laws;

            


    

     

    
      	
            	18.6	
              The
                Lender may transfer the creditor’s right to a third party without prior
                consent from the Borrower, but it shall notify the Borrower of such
                transfer after execution of Creditor’s Right Transfer
                Contract;

            


    

     

    
      	
            	18.7	
              Unless
                otherwise approved by the Lender, the Borrower shall pay off the
                Lender’s
                creditor rights in the sequence of (1) expenses of creditor’s right
                fulfillment; (2) compound interest; (3) penalty interest resulting
                from
                overdue; (4) interest; and (5) the principal of the
                Loan.

            


    

     

    
      
        Chapter
          10 Responsibilities
          for Breach

      

    

     

    Article
      19 Responsibilities
      for Breach

     

    
      	
            	19.1	
              Upon
                the execution of this Agreement, both parties shall perform their
                rights
                and responsibilities herein respectively; in case either party fails
                to
                perform their rights and responsibilities partially or as a whole,
                or
                breach any of their representations and warranties, it shall bear
                relevant
                responsibilities for breach and pay the loss thus caused to the other
                party.

            


    


    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    


    
      	
            	19.2	
              In
                case the Borrower fails to repay the principal as per the time specified
                in the Agreement, the Lender will calculate the penalty interest
                at the
                rate of 0.03335%
                per day based on the overdue amount and overdue days; and compound
                interest shall be calculated over the overdue interest in accordance
                with
                relevant provisions by the People’s Bank of China; in case the Borrower
                uses the Loan out of the scope of purpose specified herein, the Lender
                will calculate the penalty interest at the rate of 0.0498%
                per
                day based on the misusing amount and misusing days.
                

            


    

     

    
      	
            	19.3	
              In
                case the Borrower’s breach results in the Lender’s fulfillment of its
                creditor rights through legal litigation, the Borrower shall bear
                the
                legal cost, attorney fees, travel expense and other expenses of
                fulfillment of creditor rights thus incurred to the
                Lender.

            


    

     

    Article
      20 In
      case
      of any of the following events below occurs, the Lender may declare the
      acceleration of the Loan and is entitled to demand immediate repayment of the
      Loan or any part thereof together with accrued interest. 

     

    
      	
            	20.1	
              The
                Borrower fails to use the Loan for the purpose as specified herein,
                or
                fails to pay the interest or the principal due
                timely;

            


    

     

    
      	
            	20.2	
              During
                the term of the Agreement, the Borrower has bad management of its
                business, insolvency, or debt dispute with third parties, or the
                collateral is damaged or lost, and other situations threaten the
                security
                of the Loan, due to its poor
                management;

            


    

     

    
      	
            	20.3	
              The
                Borrower furnishes the Lender with financial statement with false
                or
                concealing material facts, or refuses the investigation by the Lender
                over
                the use of the Loan, and relevant production, operation and financing
                activities;

            


    

     

    
      	
            	20.4	
              The
                Borrower fails to perform any of the responsibilities herein, or
                violates
                any of the representations and warranties herein, or the guarantor
                fails
                to perform any of the responsibilities specified in the guarantee
                contract;

            


    

     

    
      	
            	20.5	
              During
                the term of the Agreement, the Borrower has any event which may seriously
                affect the Lender’s creditor rights
                adversely.

            


    


    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    


     

    
      
        Chapter
          11 Force
          Majeure

      

    

     

     

    
      
        Article
          21 In
          case
          of failure of performance of its obligations herein due to force majeure,
          the
          Borrower shall notify the Lender within three (3) working days after the
          occurrence of such events of force majeure, and furnish the Lender with
          proving
          documents issued by local competent notaries; and an amendment agreement
          in
          relation to the performance of the Agreement shall be made upon consultation
          with the Lender. Otherwise, the Lender may declare the acceleration of
          the Loan
          and request the Borrower to repay the principal and accrued
          interests.

      

    

     

     

    
      
        Chapter
          12 Dispute
          Settlement

      

    

     

    Article
      22 Any
      dispute arising out of or in connection with the performance of the Agreement
      shall be settled via friendly consultation; in case of any dispute failing
      friendly settlement, such dispute shall be submitted to the People’s Court in
      the Lender’s domicile (Borrower’s domicile/Lender’s domicile/ signing place of
      the Agreement). 

     

    
      
        Chapter
          13 Effectiveness,
          Amendment and Termination

      

    

     

    Article
      23 This
      Agreement shall come into effect in the first
      manner
      below:

     

    
      	
            	1.	
              The
                Agreement shall be effective with the official seal and the signature
                by
                the legal representative/chief or duly authorized representative
                of the
                parties;

            


    

     

    
      	
            	2.	
              The
                Agreement shall be effective on the effective date of the guarantee
                contract as specified in Chapter 7 with the official seal and the
                signature by the legal representative/chief or duly authorized
                representative of the parties.

            


    

     

    Article
      24 Upon
      the
      execution of the Agreement, neither party shall amend or terminate the Agreement
      in advance without written consent of the other party. In case of amendment
      or
      termination, written agreement shall be made between the parties upon
      consultation.

     

    
      
        Chapter
          14 Annex

      

    

     

    Article
      25 The
      annexes herein consist of:

     

    1. Loan
      certificates


    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    


    2. 

    3. 

    4. 

    5. 

    Article
      26 The
      annexes herein constitute an integral part of this Agreement, with the same
      legal binding force.

     

    
      
        Chapter
          15 Miscellaneous
          

      

    

     

    Article
      27 Any
      notice by telegraph and fax herein, once sent, shall be deemed effectively
      given; if by post, it shall be deemed effectively given three days after the
      mailing date.

     

    Article
      28 Other
      matters agreed upon by the parties are as follows:

     

    
      	 
	 
	 


    

     

    Article
      29 Anything
      not covered herein shall be agreed upon through discussion by the parties,
      and
      then written agreement shall be made.

     

    Article
      30 This
      Agreement is made in two
      (2)
      copies of equal validity with both parties holding one each.

     

    Article
      31 This
      Agreement is made and entered into on June ____, 2008 in ________ by the parties
      hereto. 


    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

    


    
      	
              China
                TransInfo Technology Corp. 

            	
              Beijing
                Bank

            
	 	 
	
              /s/
                Shudong Xia

            	
              /s/
                Xu Su

            
	
              Seal

            	
              Seal

            


    


    
      
        
        

      

      
        10