Unassociated Document


    Exhibit
10.8

     

    EQUITY
PLEDGE AGREEMENT

     

    BY
AND AMONG

     

    ORIENTAL
INTRA-ASIA ENTERTAINMENT (CHINA) LIMITED

     

    SHUDONG
XIA

     

    ZHIPING
ZHANG

     

    ZHIBIN
LAI

     

    AND

     

    WEI
GAO

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    EQUITY
PLEDGE AGREEMENT

     

    This
Equity Pledge Agreement (the “Agreement”) is entered into on the day
of  February 3, 2009 by and among the following parties:

     

    
      	
              Pledgee:

            	
              Oritental
      Intra-Asia Entertainment (China)
Limited

            


    

    
      	
              Address:

            	
              1701
      Yingu Mansion, No. 9 Beisihuan Road, Haidian District, Beijing,
      China.

            


    

    


    
      	
              Pledgors:

            	
              Shudong
      Xia, Zhiping Zhang, Zhibin Lai, and Wei Gao having the
      addresses below:

            


    

    


    
      	
              
                Shudong
      Xia 

              

            	
               

            


    

    
      
        	
                Identification
      Card
No:  422125721020561

              


      

    

    
      	
              Address:

            	
              Room
      7-3-802 Xingbiaojiayuan,Wanliu,

            


    

    
      	
               
      

            	
              Haidian
      District, Beijing,China

            


    

    


    
      	
              
                Zhiping
      Zhang 

              

            	
               

            


    

    
      
        	
                Identification
      Card
No:  11010819690428187X

              


      

    

    
      	
              Address:

            	
              Room
      14-8-602, Anheyuan, Tianxiuhuayuan, Haidian District, Beijing,
      China

            


    

    


    
      	
              
                Zhibin
      Lai

              

            	
               

            


    

    
      
        	
                Identification
      Card
No:  35262719731111001X

              


      

    

    
      	
              Address:

            	
              Room
      2010, No.1 Building, Bixingyuanxiaoqu, Luozhuangxili, Zhichun Road,
      Haidian District, Beijing, China

            


    

    


    Wei
Gao

    
      
        	
                Identification
      Card No:
 110108197910135427

              


      

    

    
      	
              Address:

            	
              Room
      307, Unit 3, Building A7, Courtyard #11, Fucheng Road, Haidian District,
      Beijing, China

            


    

    


    
      
        	
                WHEREAS,

              


      

    

    


    
      	
              1.

            	
              All
      of the Pledgors are the citizen of the People’s Republic of China
      ("PRC”).  The Pledgors, collectively, own 100% of the Equity
      Interest in China TransInfo Technology Group Co., Ltd. (“Group”).  Group
      is a company registered in Beijing carrying on traffic information service
      business.

            


    

     

    
      	
              2.

            	
              The
      Pledgee, a wholly foreign-owned company registered in Beijing, PRC, has
      been licensed by the PRC relevant government authority to carry on the
      business of computer and information technology development. The Pledgee
      and Group entered into Exclusive Technical
      Development and Consulting Agreement (the “Service Agreement”) on
      February 3, 2009.

            


    

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    
      	
              3.

            	
              In
      order to ensure that the Pledgee collects development and consulting
      service fees from Group, the Pledgors are willing to pledge all of their
      equity interest in Group to the Pledgee as a security for the Pledgee to
      collect technical consulting and service fees under the Service
      Agreement.

            


    

     

    In order
to define each Party’s rights and obligations, the Pledgee and the Pledgors
through mutual negotiations hereby enter into this Agreement based upon the
following terms:

     

    1.           DEFINITIONS AND
INTERPRETATIONS

     

    Unless
otherwise provided in this Agreement, the following terms shall have the
following meanings:

     

    
      	
               
      

            	
              1.1

            	
              Pledge
      means the full meaning assigned to that term in Article
  2.

            


    

     

    
      	
               
      

            	
              1.2

            	
              Equity
      Interest means all its 100% equity interests in Group legally held by the
      Pledgors.

            


    

     

    
      	
               
      

            	
              1.3

            	
              Rate
      of Pledge means the ratio between the value of the pledge under this
      Agreement and the technical consulting and service fees under the Service
      Agreement.

            


    

     

    
      	
               
      

            	
              1.4

            	
              Term
      of Pledge means the period provided for under Article 3.2
      hereunder.

            


    

     

    
      	
               
      

            	
              1.5

            	
              Service
      Agreement means the Exclusive Technical Consulting and Service Agreement
      entered into by and between Group and the
  Pledgee.

            


    

     

    
      	
               
      

            	
              1.6

            	
              Event
      of Default means any event in accordance with Article 7
      hereunder.

            


    

     

    
      	
               
      

            	
              1.7

            	
              Notice
      of Default means the notice of default issued by the Pledgee in accordance
      with this Agreement.

            


    

     

    2.           PLEDGE

     

    
      	
               
      

            	
              2.1

            	
              The
      Pledgors agree to pledge all of their Equity Interest in Group to the
      Pledgee as a guarantee for the technical consulting and service fees
      payable to the Pledgee under the Service
  Agreement.

            


    

     

    
      	
               
      

            	
              2.2

            	
              Pledge
      under this Agreement refers to the rights owned by the Pledgee who shall
      be entitled to have priority in receiving payment or proceeds from the
      auction or sale of the equity interests pledged by the Pledgors to the
      Pledgee.

            


    

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    3.           RATE OF PLEDGE AND TERM OF
PLEDGE

     

    
      	
               
      

            	
              3.1

            	
              The
      Rate of Pledge

            


    

     

    
      	
            	
              3.1.1

            	
              The
      Rate of Pledge shall be 100%.

            


    

     

    
      	
               
      

            	
              3.2

            	
              The
      Term of Pledge

            


    

     

    
      	
            	
              3.2.1

            	
              The
      Pledge of the Equity Interest under this Agreement shall take effect as of
      the date when the Equity Interest under this Agreement are recorded in the
      Register of Shareholder of Group and registered with the competent
      Administration for Industry and Commerce.  The Term of the
      Pledge is the same as the term of Service
  Agreement.

            


    

     

    
      	
               
      

            	
              3.2.2

            	
              During
      the Term of Pledge, the Pledgors shall not be entitled to dispose of the
      Equity Interests.

            


    

     

    4.           PHYSICAL POSSESSION OF
DOCUMENTS

     

    
      	
               
      

            	
              4.1

            	
              The
      Pledgors shall not be entitled to collect the dividends from the Equity
      Interest and any dividends paid upon the Equity Interest shall be
      immediately delivered to the
Pledgee.

            


    

     

    5.           WARRANTIES AND REPRESENTATIONS OF THE
PLEDGORS

     

    
      	
               
      

            	
              5.1

            	
              The
      Pledgors are the legal owners of the Equity
  Interest.

            


    

     

    
      	
               
      

            	
              5.2

            	
              Except
      as otherwise provided hereunder, the Pledgee shall not be interfered with
      by any parties at any time when the Pledgee exercises its rights in
      accordance with this Agreement.

            


    

     

    
      	
               
      

            	
              5.3

            	
              Except
      as otherwise provided hereunder, the Pledgee shall be entitled to dispose
      of or assign the Pledge in accordance with this
  Agreement.

            


    

     

    
      	
               
      

            	
              5.4

            	
              The
      Pledgors will not pledge or encumber the Equity Interest to any other
      person except for the Pledgee.

            


    

     

    6.           COVENANT OF THE
PLEDGORS

     

    
      	
               
      

            	
              6.1

            	
              During
      the effective term of this Agreement, the Pledgors covenant to the Pledgee
      that the Pledgors shall:

            


    

     

    
      	
               
      

            	
              6.1.1

            	
              Comply
      with and implement laws and regulations with respect to the pledge of
      rights, present to the Pledgee the notices, orders or suggestions with
      respect to the Pledge issued or made by the competent authority within
      five (5) days upon receiving such notices, orders or suggestions and
      comply with such notices, orders or suggestions, or object to the
      foregoing matters at the reasonable request of the Pledgee or with consent
      from the Pledgee.

            


    

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              6.1.2

            	
              Timely
      notify the Pledgee of any events or any received notices which may affect
      the Pledgors’ Equity Interest or any part of its right, and any events or
      any received notices which may change the Pledgors’ any covenant and
      obligation under this Agreement or which may affect the Pledgors’
      performance of its obligations under this
  Agreement.

            


    

     

    
      	
               
      

            	
              6.2

            	
              The
      Pledgors agree that the Pledgee’s right to exercise the Pledge obtained
      from this Agreement shall not be suspended or hampered through legal
      procedure by the Pledgors or any successors of the Pledgors or any person
      authorized by the Pledgors.

            


    

     

    
      	
               
      

            	
              6.3

            	
              The
      Pledgors warrant to the Pledgee that in order to protect or perfect the
      security over the payment of the technical consulting and service fees
      under the Service Agreement, the Pledgors shall execute in good faith and
      cause other parties who have interests in the Pledge to execute all the
      title certificates, contracts, and or perform and cause other parties who
      have interests to take action as required by the Pledgee and make access
      to exercise the rights and authorization vested in the Pledgee under this
      Agreement, and execute all the documents with respect to the changes of
      certificate of the Equity Interest with the Pledgee or the person (natural
      person or legal entity) designed by the Pledgee, and provides all the
      notices, orders and decisions regarded as necessary by the Pledgee with
      the Pledgee within the reasonable
time.

            


    

     

    
      	
               
      

            	
              6.4

            	
              The
      Pledgors warrant to the Pledgee that the Pledgors will comply with and
      perform all the guarantees, covenants, agreements, representations and
      conditions for the benefits of the Pledgee.  The Pledgors shall
      compensate all the losses suffered by the Pledgee for the reasons that the
      Pledgors do not perform or fully perform their guarantees, covenants,
      agreements, representations and
conditions.

            


    

     

    7.           EVENTS OF DEFAULT

     

    
      	
               
      

            	
              7.1

            	
              The
      following events shall be regarded as the event of
  default:

            


    

     

    
      	
               
      

            	
              7.1.1

            	
              Group
      fails to make full payments of the exclusive technical consulting and
      service fees as scheduled under the Service
  Agreement;

            


    

     

    
      	
               
      

            	
              7.1.2

            	
              The
      Pledgors make any material misleading or fraudulent representations or
      warranties under Article 5 herein, and/or the Pledgors are in violation of
      any warranties under Article 5
herein;

            


    

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              7.1.3

            	
              The
      Pledgors violate the covenants under Article 6
  herein;

            


    

     

    
      	
               
      

            	
              7.1.4

            	
              The
      Pledgors violate any terms and conditions
  herein;

            


    

     

    
      	
               
      

            	
              7.1.5

            	
              The
      Pledgors waive the pledged Equity Interest or transfer or assign the
      pledged Equity Interest without prior written consent of the
      Pledgee;

            


    

     

    
      	
               
      

            	
              7.1.6

            	
              The
      Pledgors’ external loan, security, compensation, covenants or any other
      compensation liabilities (1) are required to be repaid or performed prior
      to the scheduled date; or (2) are due but can not be repaid or performed
      as scheduled and thereby cause the Pledgee to deem that the Pledgors’
      capacity to perform the obligations herein is
  affected;

            


    

     

    
      	
               
      

            	
              7.1.7

            	
              The
      Pledgors are incapable of repaying the general debt or other
      debt;

            


    

     

    
      	
               
      

            	
              7.1.8

            	
              This
      Agreement is illegal for the reason of the promulgation of the related
      laws or the Pledgors' incapability of continuing to perform the
      obligations herein;

            


    

     

    
      	
               
      

            	
              7.1.9

            	
              Any
      approval, permits, licenses or authorization from the competent authority
      of the government needed to perform this Agreement or validate this
      Agreement are revoked, suspended, invalidated or materially
      amended;

            


    

     

    
      	
               
      

            	
              7.1.10

            	
              The
      property of the Pledgors is adversely changed and causes the Pledgee to
      deem that the capability of the Pledgors to perform the obligations herein
      is affected;

            


    

     

    
      	
               
      

            	
              7.1.11

            	
              The
      successors or assignees of the Pledgors are only entitled to perform a
      portion of or refuse to perform the payment liability under the Service
      Agreement;

            


    

     

    
      	
               
      

            	
              7.1.12

            	
              Other
      circumstances whereby the Pledgee is incapable of exercising the right to
      dispose the Pledge in accordance with the related
  laws.

            


    

     

    
      	
               
      

            	
              7.2

            	
              The
      Pledgors shall immediately give a written notice to the Pledgee if the
      Pledgors are aware of or find that any event under Article 7.1 herein or
      any events that may result in the foregoing events have happened or is
      going on.

            


    

     

    
      	
               
      

            	
              7.3

            	
              Unless
      the event of default under Article 7.1 herein has been solved to the
      Pledgee's satisfaction, the Pledgee, at any time when the event of default
      happens or thereafter, may give a written notice of default to the
      Pledgors and require the Pledgors to immediately make full payments of the
      outstanding service fees under the Service Agreement and other payables or
      dispose the Pledge in accordance with Article 8
  herein.

            


    

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    8.           EXERCISE OF THE RIGHT OF THE
PLEDGE

     

    
      	
               
      

            	
              8.1

            	
              The
      Pledgors shall not transfer or assign the Equity Interest without prior
      written approval from the Pledgee prior to the full repayment of the
      consulting and service fees under the Service
  Agreement.

            


    

     

    
      	
               
      

            	
              8.2

            	
              The
      Pledgee shall give the Notice of Default to the Pledgors when the Pledgee
      exercises the right of pledge.

            


    

     

    
      	
               
      

            	
              8.3

            	
              Subject
      to Article 7.3, the Pledgee may exercise the right to dispose the Pledge
      at any time when the Pledgee gives the Notice of Default in accordance
      with Article 7.3 or thereafter.

            


    

     

    
      	
               
      

            	
              8.4

            	
              The
      Pledgee is entitled to have priority in receiving payment or proceeds from
      the auction or sale of whole or part of the Equity Interest pledged herein
      in accordance with legal procedure until the outstanding technical
      consulting and service fees and all other payables under the Service
      Agreement are repaid.

            


    

     

    
      	
               
      

            	
              8.5

            	
              The
      Pledgors shall not hinder the Pledgee from disposing the Pledge in
      accordance with this Agreement and shall give necessary assistance so that
      the Pledgee could realize his
Pledge.

            


    

     

    9.           TRANSFER OR
ASSIGNMENT

     

    
      	
               
      

            	
              9.1

            	
              The
      Pledgors shall not donate or transfer his rights and obligations herein
      without prior consent from the
Pledgee.

            


    

     

    
      	
               
      

            	
              9.2

            	
              This
      Agreement shall be binding upon and inure to the benefit of the successors
      of the Pledgors and be effective to the Pledgee and his each successor and
      assignee.

            


    

     

    
      	
               
      

            	
              9.3

            	
              The
      Pledgee may transfer or assign his all or any rights and obligations under
      the Service Agreement to any individual (natural person or legal entity)
      at any time.  In this case, the assignee shall enjoy and
      undertake the same rights and obligations herein of the Pledgee as if the
      assignee is a party hereto.  When the Pledgee transfers or
      assigns the rights and obligations under the Service Agreement, at the
      request of the Pledgee, the Pledgors shall execute the relevant agreements
      and/or documents with respect to such transfer or
    assignment.

            


    

     

    
      	
               
      

            	
              9.4

            	
              After
      the Pledgee’s change resulting from the transfer or assignment, the new
      parties to the pledge shall re-execute a pledge
  contract.

            


    

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    10.         TERMINATION

     

    This
Agreement shall not be terminated until the term of the Services Agreement has
expired and the obligations thereunder are paid off.  The Pledgee
shall then cancel or terminate this Agreement within reasonable time as soon as
practicable.

    


    11.         FORMALITIES FEES AND OTHER
EXPENSES

     

    
      	
               
      

            	
              11.1

            	
              The
      Pledgors shall be responsible for all the fees and actual expenditures in
      relation to this Agreement, including but not limited to legal fees, cost
      of production, stamp tax and any other taxes and charges.  If
      the Pledgee pays the relevant taxes in accordance with the laws, the
      Pledgors shall fully indemnify such taxes paid by the
    Pledgee.

            


    

     

    
      	
               
      

            	
              11.2

            	
              The
      Pledgors shall be responsible for all the fees (including but not limited
      to any taxes, formalities fees, management fees, litigation fees,
      attorney's fees, and various insurance premiums in connection with
      disposition of Pledge) incurred by the Pledgors for the reason that (1)
      the Pledgors fail to pay any payable taxes, fees or charges in accordance
      with this Agreement; or (2) the Pledgee has recourse to any foregoing
      taxes, charges or fees by any means for other
  reasons.

            


    

     

    12.         FORCE MAJEURE

     

    
      	
               
      

            	
              12.1

            	
              If
      this Agreement is delayed in or prevented from performing in the event of
      Force Majeure, only within the limitation of such delay or prevention, the
      affected party is absolved from any liability under this
      Agreement.  Force Majeure, which includes acts of governments,
      acts of nature, fire, explosion, typhoon, flood, earthquake, tide,
      lightning, war, means any unforeseen events beyond the prevented party’s
      reasonable control and cannot be prevented with reasonable
      care.  However, any shortage of credit, capital or finance shall
      not be regarded as an event beyond a Party’s
      reasonable control.  The Pledge effected by Force Majeure who
      claims for exemption from performing any obligations under this Agreement
      or under any Article herein shall notify the other party of such exemption
      promptly and advice him of the steps to be taken for completion of the
      performance.

            


    

     

    
      	
               
      

            	
              12.2

            	
              The
      party affected by Force Majeure shall not assume any liability under this
      Agreement.  However, subject to the party affected by Force
      Majeure having taken its reasonable and practicable efforts to perform
      this Agreement, the Party claiming for exemption of the liabilities may
      only be exempted from performing such liability as within limitation of
      the part performance delayed or prevented by Force
      Majeure.  Once causes for such exemption of liabilities are
      rectified and remedied, both parties agree to resume performance of this
      Agreement with their best efforts.

            


    

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    13.         DISPUTE
RESOLUTION

     

    
      	
               
      

            	
              13.1

            	
              This
      Agreement shall be governed by and construed in accordance with the laws
      of the PRC.

            


    

     

    
      	
               
      

            	
              13.2

            	
              The
      parties shall strive to settle any dispute arising from the interpretation
      or performance, or in connection with this Agreement through friendly
      consultation. In case no settlement can be reached through consultation,
      each party can submit such matter to China International Economic and
      Trade Arbitration Commission (“CIETAC”) for arbitration in Beijing under
      the current effective rules of CIETAC. The arbitration proceedings shall
      be conducted in Chinese.  The arbitration award shall be final
      and binding upon the parties.

            


    

     

    14.         NOTICE

     

    
      	
               
      

            	
              14.1

            	
              Any
      notice which is given by the parties hereto for the purpose of performing
      the rights, duties and obligations hereunder shall be in
      writing.  Where such notice is delivered personally, the time of
      notice is the time when such notice actually reaches the addressee; where
      such notice is transmitted by telex or facsimile, the notice time is the
      time when such notice is transmitted. If such notice does not reach the
      addressee on business date or reaches the addressee after the business
      time, the next business day following such day is the date of
      notice.  The delivery place is the address first written above
      of the parties hereto or the address advised in writing including
      facsimile and telex from time to
time.

            


    

     

    15.         EFFECTIVENESS

     

    
      	
               
      

            	
              15.1

            	
              This
      Agreement and any amendments, modification, supplements, additions or
      changes hereto shall be in writing and come into effect upon being
      executed and sealed by the parties
hereto.

            


    

     

    
      	
               
      

            	
              15.2

            	
              This
      Agreement is executed in English.

            


    

     

    [Signature Page
Follows]

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    
      	
              The
      Pledgee: Oriental Intra-Asia Entertainment (China)
  Limited

            


    

    /s/
Shudong Xia

     

    Authorized
Representative: Shudong Xia

     

     

    The
Pledgors:

     

     

    Signature:
/s/ Shudong Xia

     

    Name:  Shudong
Xia

     

     

    Signature:
/s/ Zhiping Zhang

     

    Name:  Zhiping
Zhang

    


     

    Signature:
/s/ Zhibin Lai

     

    Name:  Zhibin
Lai

     

     

    Signature:
/s/ Wei Gao

     

    Name:  Wei
Gao

     

    
      
        
        

      

      
        9