Unassociated Document


     

    Exhibit
10.12

     

    
      Software
Copyright Transfer Agreement

       

      
 

      Party A: Beijing San Teng Da
Fei Technology Development Co. Ltd

       

      Party B: Beijing ZYTX
Technology Co., Ltd

       

      


      Whereas:

       

          1. Party
A is a limited liability company duly established and validly existing
under Company Law of the Peoples Republic of
China and other related laws and regulations, with registered capital of
RMB 500,000.

       

          2. Party B is
a limited liability company duly established and validly existing
under Company Law of the
Peoples Republic of China and other related laws and regulations, with
registered capital of RMB 1,000,000.

       

          3. Party B
owns many software and software copyright, and legally has whole, complete
rights thereon.

       

          4. Party B
proposes to assign its software and software copyright to Party A through
transfer, and Party A agrees to such assignment.

       

          In order to
safeguard the lawful rights and interests of both parties, through equal
negotiation by both parties, the following transfer agreement on software and
software copyright is signed on freewill basis for jointly complying
with.

       

      Article
1 Transfer of object

          

          The software
and software copyright to be transferred includes FOUR(4) software, FIVE(5)
software copyright.

       

          Software are
including:

       

      
            1.  Insurance
Policy Flow Mgt System -phase I

         

      

          2. Insurance
Policy Flow Mgt System -phase III

       

          3. AT
Streaming Statistic System

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

          4. Online
insurance enquires system

       

          Software
copyright are including:

       

          1. Remote
card management system (hereinafter referred to as “Remote Card Management
System) V1.0, registration number: 2009SR013098.

       

          2. Remote
loss setting system (hereinafter referred to as “Remote Loss Setting System)
V1.0, registration number: 2009SR013095.

       

          3. Oversea
insurance online covering system (hereinafter referred to as “Oversea Insurance
Online Covering System) V1.0, registration
number: 2009SR013097.

       

          4. Insurance
policy online real-time feedback system (hereinafter referred to as “Insurance
Policy Online Real-time Feedback System) V1.0, registration
number: 2009SR013096

       

          5. Auto
insurance premium enquires platform software V1.0, registration
number: 2009SR013099

       

      Article
2 Transfer price

       

          Transfer
price is RMB 61,365,833.16 in total.

       

      Article
3: Rights and obligations of Party A

       

      
            1.  After
signing this agreement, Party A takes possession and owns such software and
software right, and has all rights to use, dispose, transfer, and publish such
software.

         

      

          2. Any
expense on registration and filling during transfer shall be borne by Party
A.

       

      Article
4 Rights and obligations of Party B

       

          1. After
signing this agreement, Party B shall assist Party A to make registration of
alteration on software copyright transfer.

       

          2. After
signing this agreement, Party B shall provide Party A with all source code and
other document of software and software copyright.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

          3. After
signing this agreement, Party B shall neither transfer or disclose software,
software copyright and its source code and related document to other institution
and individual, nor continue to use or transfer to others to use such software
and software copyright.

       

          4. Party B
shall be obligated to provide Party A with technical support on software and
software copyright.

       

      Article
5 Breach liability

       

          If either
party breach obligation stated in Article 3, 4 herein, which causes losses to
the other party, defaulting party shall pay liquidated damages equal to such
loss to non-defaulting party.

       

      Article
6 Dispute resolution

       

          1. Matters
uncovered herein shall be settled through negotiation by both parties.
Supplementary agreement signed after negotiation is supplementary and extended
to this agreement, has equal legal force with this agreement. In case of
inconsistency between content of supplementary agreement and this agreement,
supplementary agreement shall prevail

       

          2. Any and
all dispute in connection with or arising from this agreement shall be settled
through amicable negotiation by both parties firstly, if it fails to be settled
within 30 days, either party shall be entitled to institute legal proceedings
before People’s Court where it
is located.

       

      Article
7 Effectiveness

       

          This
agreement is made in duplicate, one copy for one party respectively, and comes
into force upon sealed by both parties.

       

      
 

      (No text
below)

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


       

      
        
          	
                  Party
      A:

                	
                  Party
      B:

                
	
                  Beijing
      San Teng Da Fei

                	
                  Beijing
      ZYTX Technology Co., Ltd.

                
	
                  Technology
      Development Co. Ltd.

                	 
      
	 
      	 
      
	
                  /s/

                	
                  /s/

                
	
                  Date:
      June 29, 2010

                	
                  Date:
      June 29, 2010