Unassociated Document


     

    
      

    

     

    Exhibit
10.7

     

    EXCLUSIVE
TECHNICAL DEVELOPMENT AND CONSULTING AGREEMENT

     

    by
and among

     

    Oriental
Intra-Asia Entertainment (China) Limited,

     

    China
TransInfo Technology Group Co., Ltd.,

     

    Beijing
PKU Chinafront High Technology Co., Ltd.,

     

    Beijing
Tian Hao Ding Xin Science and Technology Co., Ltd.,

     

    Beijing
Zhangcheng Culture and Media Co., Ltd.

     

    Bejing
Zhangcheng Science and Technology Co., Ltd.,

     

    China
TranWiseway Information Technology Co., Ltd.,

     

    Shanghai
Yootu Information Technology Co., Ltd.,

     

    Xinjiang
Zhangcheng Science and Technology Co., Ltd.,

     

    and

     

    Dalian Dajian Zhitong Information
Service Co., Ltd.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      

    

     

    EXCLUSIVE
TECHNICAL DEVELOPMENT AND CONSULTING

    AGREEMENT

     

    This
Exclusive Technical Development and Consulting Agreement (the “Agreement”) is
made and entered into on February
3, 2009, by and among Oriental Intra-Asia Entertainment (China) Limited
(“Oriental”), China TransInfo Technology Group Co., Ltd. (“Group Company”),
Beijing PKU Chinafront High Technology Co., Ltd. (“PKU”), Beijing Tian Hao Ding
Xin Science and Technology Co., Ltd. (“Bejing Tian Hao”), Beijing Zhangcheng
Culture and Media Co., Ltd. (“Zhangcheng Culture”), Bejing Zhangcheng Science
and Technology Co., Ltd. (“Zhangcheng Science”), China TranWiseway Information
Technology Co., Ltd. (“Chian TranWiseway”) Xinjiang Zhangcheng Science and
Technology Co., Ltd. (“Xinjiang Zhangcheng”), Dalian Dajian Zhitong Information
Service Co., Ltd. (“Dalian Dajian”) and Shanghai Yootu Information Technology
Co., Ltd. (“Shanghai Yootu” and together with Group Company, PKU, Beijing Tian
Hao, Zhangcheng Culture, Zhangcheng Science, China TranWiseway, Xinjiang
Zhangcheng and Dalian Dajian, the “VIE Entities”).  Each of the
parties to this Agreement is individually referred to herein as a “Party” and
collectively, as the “Parties.”

     

    WHEREAS:

     

    
      	
              1.

            	
              Oriental,
      a wholly foreign-owned enterprise duly organized in People’s Republic of
      China (the “PRC”) under the laws of the PRC, owns resources to provide the
      technical development and consulting
services.

            


    

     

    
      	
              2.

            	
              Each
      of the VIE Entities is a limited liability companies and duly organized
      and validly existing under the laws of PRC and is approved by the
      competent governmental authorities to carry on the business of traffic
      information services;

            


    

     

    
      	
              3.

            	
              Oriental
      agrees to provide each of the VIE Entities with technical development and
      consulting services, and the VIE Entities agree to accept such technical
      development and consulting services provided by
  Oriental;

            


    

     

    NOW THEREFORE, the Parties
through mutual negotiations agree as follows:

     

    
      	
              1.

            	
              Technical
      Development and Consulting Services; Mutual
  Exclusivity

            


    

     

    
      	
               
      

            	
              1.1

            	
              During
      the term of this Agreement, Oriental agrees to, as the exclusive technical
      development and consulting services provider of the VIE Entities, provide
      the exclusive technical development and consulting services to the VIE
      Entities set forth on Appendix 1.

            


    

     

    
      	
               
      

            	
              1.2

            	
              Each
      of the VIE Entities hereby agrees to accept such exclusive technical
      development and consulting services provided by Oriental.  Each
      of the VIE Entities further agrees that, during the term of this
      Agreement, it shall not accept any third parties to provide such technical
      development and consulting services for such above-mentioned business
      without the prior written consent of
Oriental.

            


    

     

    
      	
               
      

            	
              1.3

            	
              Oriental
      shall be the sole and exclusive owner of all right, title and interests to
      any and all intellectual property rights arising from the performance of
      this Agreement, including but not limited to, copyrights, patent,
      know-how, trade secrets and others no matter whether it is developed by
      Oriental or by any of the VIE Entities based on Oriental’s intellectual
      property right.

            


    

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    
      	
              2.

            	
              Calculation
      and Payment of the Fee for Technical Development and Consulting Services
      (the “Fee”)

            


    

     

    The
Parties agree that the Fee under this Agreement shall be determined according to
the terms set forth in Appendix 2.  During the term of this Agreement,
the Parties will periodically review the contents of Appendix 1 and Appendix 2
and make any necessary adjustment if necessary.

     

    
      	
              3.

            	
              Representations
      and Warranties

            


    

     

    
      	
               
      

            	
              3.1

            	
              Oriental
      hereby represents and warrants as
follows:

            


    

     

    
      	
               
      

            	
              3.1.1

            	
              Oriental
      is a company duly registered and validly existing under the laws of the
      PRC;

            


    

     

    
      	
               
      

            	
              3.1.2

            	
              Oriental
      has the company power, has been duly authorized by all necessary action,
      and has obtained all third party and governmental consents and approvals
      to execute and perform this Agreement.  The execution, delivery
      and performance of this Agreement and does not and will not result in any
      violation of enforceable or effective laws or contractual
      limitations;

            


    

     

    
      	
               
      

            	
              3.1.3

            	
              the
      Agreement constitutes a legal, valid and binding obligation of Oriental,
      enforceable against it in accordance with its terms upon its
      execution.

            


    

     

    
      	
               
      

            	
              3.2

            	
              The
      VIE Entities hereby represents and warrants as
  follows:

            


    

     

    
      	
               
      

            	
              3.2.1

            	
              Each
      of the VIE Entities is a company duly registered and validly existing
      under the laws of the PRC.

            


    

     

    
      	
               
      

            	
              3.2.2

            	
              Each
      of the VIE Entities has the company power, within the business scope, has
      been dully authorized by all necessary action, has been obtained all
      consents and approvals from any third parties and governments to execute
      and perform this Agreement, and do not and will not result in any
      violation of enforceable or effective laws or contractual
      limitations.

            


    

     

    
      	
               
      

            	
              3.2.3

            	
              the
      Agreement constitutes its legal, valid and binding obligation of each of
      the VIE Entities, enforceable against it in accordance with its terms upon
      its execution.

            


    

     

    
      	
              4.

            	
              Confidentiality

            


    

     

    
      	
               
      

            	
              4.1

            	
              Each
      of the VIE Entities agrees to use all reasonable means to protect and
      maintain the confidentiality of Oriental’s confidential data and
      information acknowledged or received by the VIE Entities by accepting the
      exclusive consulting and services from Oriental (collectively the
      “Confidential Information”).  Each of the VIE Entities shall not
      disclose or transfer any Confidential Information to any third party
      without Oriental’s prior written consent.  Upon termination of
      this Agreement, each of the VIE Entities shall, at Oriental’s request,
      return all and any documents, information or software contained any of
      such Confidential Information to Oriental or destroy it and delete all
      such Confidential Information from any memory
  devices.

            


    

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              4.2

            	
              The
      Parties agree that this Article 4 shall survive no matter whether this
      Agreement is amended, cancelled or
terminated.

            


    

     

    
      	
              5.

            	
              Indemnity

            


    

     

    The VIE
Entities shall indemnify and hold harmless Oriental from and against any loss,
damage, obligation and expenses arising out of any litigation, claim or other
legal procedure against Oriental arising out of the performance of this
Agreement.

     

    
      	
              6.

            	
              Effectiveness
      and Term

            


    

     

    
      	
               
      

            	
              6.1

            	
              This
      Agreement shall be executed and come into effect as of the date first set
      forth above.  The term of this Agreement is ten (10) years,
      unless earlier terminated by Oriental as set forth below (the
      “Term”).  The Term shall automatically renew for successive one
      year periods.

            


    

     

    
      	
              7.

            	
              Termination

            


    

     

    During
the Term, the VIE Entities may not terminate this Agreement except in the case
of gross negligence, fraud or other illegal acts or bankruptcy of
Oriental.  Notwithstanding the foregoing, Oriental may terminate this
Agreement at any time by giving a written notice to the VIE Entities thirty (30)
days before such termination.

     

    All
rights and obligations under Article 4 and Article 5 shall survive after the
termination of this Agreement.

     

    
      	
              8.

            	
              Dispute
      Resolution

            


    

     

    The
Parties shall strive to settle any dispute arising from the interpretation or
performance 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 (the “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 and shall be enforceable in accordance with its
terms.

     

    
      	
              9.

            	
              Force
      Majeure

            


    

     

    
      	
               
      

            	
              9.1

            	
              Force
      Majeure, which includes, but not limited to, acts of governments, acts of
      nature, fire, explosion, typhoon, flood, earthquake, tide, lightning or
      war, means any event that is beyond the Parties’ reasonable control and
      cannot be prevented with reasonable care.  However, any shortage
      of credit, capital or finance shall not be regarded as an event of Force
      Majeure.  The affected Party who is claiming to be not liable to
      its failure of fulfilling this Agreement by Force Majeure shall inform the
      other Party, without delay, of the approaches of the performance of this
      Agreement by the affected Party.

            


    

     

    
      	
               
      

            	
              9.2

            	
              In
      the event that the affected Party is delayed in or prevented from
      performing its obligations under this Agreement by Force Majeure, only
      within the scope of such delay or prevention, the affected Party will not
      be responsible for any damage by reason of such a failure or delay of
      performance.  The affected Party shall take appropriate means to
      minimize or remove the effects of Force Majeure and attempt to resume
      performance of the obligations delayed or prevented by the event of Force
      Majeure. After the event of Force Majeure is removed, the parties agree to
      resume performance of this Agreement with their best
    efforts.

            


    

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    
      	
              10.

            	
              Notices

            


    

     

    All
notices or other communications provided for hereunder shall be written in
English and Chinese and shall be personal delivery or by registered or postage
prepaid mail, recognized courier service or facsimile transmission to the
address of the relevant party or parties set forth below.

     

    
      If to
Oriental:

    

     

    Oriental
Intra-Asia Entertainment (China) Limited

     

    Room
1009, Tower C2, Oriental Plaza, No. 1 Dongchangan Avenue, Dongcheng District,
Beijing, China

     

    
      If to the
VIE Entities:

    

     

    China
TransInfo Technology Group Co., Ltd.

     

    Room 1601
E-wing Center, No. 113 Zhichun Road, Haidian District,

    Beijing,
China.

    
      	
              11.

            	
              Assigns

            


    

     

    Any of
the VIE Entities may not assign its rights and obligations under this Agreement
to any third parties without the prior written consent of Oriental.

     

    
      	
              12.

            	
              Severability

            


    

     

    If any
provision contained in this Agreement is held invalid or unenforceable under
applicable laws, such provision shall be invalid or unenforceable as to such
jurisdiction and the remaining provisions hereof shall not be in any way
impaired.

     

    
      	
              13.

            	
              Amendment
      and Supplement

            


    

     

    Any
amendment and supplement of this Agreement shall be effective only if it is made
in writing and signed by the parties hereto.  The amendment and
supplement duly executed by the Parties shall be part of this Agreement and
shall have the same legal effect as this Agreement.

     

    
      	
              14.

            	
              Governing
      Law

            


    

     

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

     

    
      	
              15.

            	
              Miscellaneous

            


    

     

    This
Agreement is executed in both English and Chinese and each version has equal
legal force.

     

    [Signature Page
Follows]

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    
      

    

     

    IN WITNESS
WHEREOF, the parties
hereto have caused this Agreement to be duly executed by their representatives
hereunto duly authorized as of the date first set forth above
written.

     

    
      Oriental
Intra-Asia Entertainment (China) Limited

    

     

     

    
      By: /s/ Shudong Xia

    

    Representative:
Shudong Xia

    


    
       

      China
TransInfo Technology Group Co., Ltd.

    

     

     

    
      By: /s/ Shudong Xia

    

    Representative:
Shudong Xia

    


     

    Beijing
PKU Chinafront High Technology Co., Ltd.,

     

     

    
      By: /s/ Shudong Xia

    

    Representative:
Shudong Xia

    


     

    Beijing
Tian Hao Ding Xin Science and Technology Co., Ltd.,

     

     

    
      By: /s/ Shudong Xia

    

    Representative:
Shudong Xia

    


     

    Beijing
Zhangcheng Culture and Media Co., Ltd.

    
 

    
      By: /s/ Shudong Xia

    

    Representative:
Shudong Xia

    


     

    Bejing
Zhangcheng Science and Technology Co., Ltd.,

    
 

    
      By: /s/ Shudong Xia

    

    Representative:
Shudong Xia


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Xinjiang
Zhangcheng Science and Technology Co., Ltd.,

     

     

    
      By: /s/ Shudong Xia

    

    Representative:
Shudong Xia

    


     

    Dalian
Dajian Zhitong Information Service Co., Ltd.

     

     

    
      By: /s/ Shudong Xia

    

    Representative:
Shudong Xia

     

     

    China
TranWiseway Information Technology Co., Ltd.,

     

     

    
      By: /s/ Shudong Xia

    

    Representative:
Shudong Xia

    


     

    Shanghai
Yootu Information Technology Co., Ltd.

     

     

    
      By: /s/ Shudong Xia

    

    Representative:
Shudong Xia



    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    Appendix
1: The list of Technical Development and
Consulting  services

     

    Oriental
shall provide to the VIE Entities with the following technical development and
consulting services:



    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    Appendix
2: Calculation and Payment of the Fee for Development and Consulting
Services

     

    Each of
the VIE Entities shall pay an annual development and consulting service fee
based on the actual services provided by Oriental in each calendar
year.  Such fee shall be determined solely by
Oriental.