Unassociated Document


     

    Exhibit
10.9

     

    OPTION
AGREEMENT

     

    BY
AND AMONG

     

    ORIENTAL
INTRA-ASIA ENTERTAINMENT (CHINA) LIMITED

     

    SHUDONG
XIA

     

    ZHIPING
ZHANG

     

    ZHIBIN
LAI

     

    AND

     

    WEI
GAO

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      


      CONTENTS

       

      
        
          
            
              
                
                  	
                          Clause

                        	 
      	
                          Page

                        
	 
      	 
      	 
      
	
                          1.

                        	
                          GRANT
      OF OPTION

                        	
                          1

                        
	 
      	 
      	 
      
	
                          2.

                        	
                          EXERCISE
      OF OPTION AND COMPLETION OF TRANSACTION

                        	
                          1

                        
	 
      	 
      	 
      
	
                          3.

                        	
                          FULFILMENT
      OF OPTION

                        	
                          3

                        
	 
      	 
      	 
      
	
                          4.

                        	
                          REPRESENTATIONS
      AND WARRANTIES

                        	
                          4

                        
	 
      	 
      	 
      
	
                          5.

                        	
                          TAX

                        	
                          7

                        
	 
      	 
      	 
      
	
                          6.

                        	
                          LIABILITIES
      FOR BREACH OF CONTRACT

                        	
                          7

                        
	 
      	 
      	 
      
	
                          7.

                        	
                          APPLICABLE
      LAW AND SETTLEMENT OF DISPUTES

                        	
                          7

                        
	 
      	 
      	 
      
	
                          8.

                        	
                          CONFIDENTIALITY

                        	
                          8

                        
	 
      	 
      	 
      
	
                          9.

                        	
                          SUPPLEMENTARY
      PROVISIONS

                        	
                          8

                        


                

              

            

          

        

      

       

      
        
          
            
              
                
                  
                    
                      
                        
                          
                            	
                                    APPENDIX
      A      FORM OF AGREEMENT ON TRANSFER OF
      EQUITY INTEREST

                                  	
                                    12

                                  
	 	 
	
                                    1.      DEFINITIONS
      AND INTERPRETATIONS

                                  	
                                    13

                                  
	 	 
	
                                    2.      REPRESENTATIONS
      AND WARRANTIES

                                  	
                                    14

                                  
	 	 
	
                                    3.      ASSIGNMENT
      OF EQUITY INTEREST

                                  	
                                    14

                                  
	 	 
	
                                    4.      SUPPLEMENTARY
      PROVISIONS

                                  	
                                    15

                                  
	 	 
	
                                    ANNEX
      1 FORM OF RESOLUTION OF SHAREHOLDERS' MEETING

                                  	
                                    19

                                  
	 	 
	
                                    ANNEX
      2 FORM OF POWER OF ATTORNEY

                                  	
                                    20

                                  
	 	 
	
                                    APPENDIX
      B      FORM OF WAIVER OF RIGHT OF FIRST
      REFUSAL

                                  	
                                    21

                                  


                          

                        

                      

                    

                  

                

              

            

          

        

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      Option
Agreement

       

      This
Option Agreement (this "Agreement") is
entered into by the following parties on February 3, 2009 in Beijing, the
People’s Republic of China ("China"):

       

      
        	
                (1)

              	
                Oriental
      Intra-Asia Entertainment (China) Limited, a company established in China
      and having its registered address at Room 1009, Tower C2, Oriental Plaza,
      No. 1 Dongchangan Avenue, Dongcheng District, Beijing
      China,  ("Oriental");

              


      

       

      and

       

      
        	
                (2)

              	
                Shudong
      Xia, whose Chinese ID number is 422125721020561, with his principal
      domicile at Room 7-3-802 Xingbiaojiayuan,Wanliu, Haidian District,
      Beijing, China;

              


      

       

      Zhiping
Zhang, whose Chinese ID number is 11010819690428187X, with his principal
domicile at Room
14-8-602, Anheyuan, Tianxiuhuayuan, Haidian District, Beijing, China;
and

       

      Zhibin
Lai, whose Chinese ID number is 35262719731111001X, with his principal domicile
at Room
2010, No.1 Building, Bixingyuanxiaoqu, Luozhuangxili, Zhichun Road, Haidian
District, Beijing, China

       

      Wei Gao,
whose Chinese ID number is 110108197910135427, with her principal domicial at
Room 307, Unit 3, Building A7, Courtyard #11, Fucheng Road, Haidian District,
Beijing, China (collectively as “Shareholders” and individually as
“Shareholder”)

       

      (hereinafter
the parties referred to individually as a "Party" and
collectively as the "Parties".)

       

      WHEREAS,

       

      
        	
                (A)

              	
                Shareholders
      collectively hold 100% of the equity interest of China TransInfo
      Technology Group Co., Ltd. (“Group”) (the “Equity Interest”);
      and

              


      

       

      
        	
                (B)

              	
                The
      Parties agree to enter into this
Agreement.

              


      

       

      NOW THEREFORE, the Parties
hereby agree as follows:

       

      
        	
                1.

              	
                GRANT
      OF OPTION

              


      

       

      
        	
                1.1

              	
                Option

              


      

       

      Shareholders
grant to Oriental the option (the “Option”) to purchase the Equity Interest, at
the exercise price equal to the lowest possible price permitted by the PRC
laws.

       

      
        	
                2.

              	
                EXERCISE
      OF OPTION AND COMPLETION OF
TRANSACTION

              


      

       

      
        	
                2.1

              	
                Time of
      Exercise

              


      

       

      
        
          	
                  
                  

                	
                  2.1.1

                	
                  Shareholders
      agree that, subject to compliance with legal restrictions on foreign
      investment under applicable laws of China, Oriental may exercise the
      Option in whole or in part to acquire all or part of the Equity Interest,
      at any time after the signing of this
Agreement.

                


        

      

       

      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      

       

      
        
          	
                	
                  2.1.2

                	
                  For
      the avoidance of doubt, Shareholders hereby agree that Oriental may
      exercise the Option, without any limits on the frequency of its exercise,
      until Oriental acquires all of the Equity
  Interest.

                


        

      

       

      
        
          	
                	
                  2.1.3

                	
                  Shareholders
      agree that Oriental may designate a third party to exercise the Option on
      its behalf, provided that Oriental shall give a 3-day prior written notice
      to Shareholders.

                


        

      

       

      
        	
                2.2

              	
                Assignment

              


      

       

      Shareholders
agree that Oriental may assign all or part of the Option to any third
party.  In the event of any such assignment and upon written notice of
such assignment from Oriental to Shareholders, the Option may be exercised by
such third party pursuant to the terms and conditions of this Agreement. Such
third party shall be deemed to be a party to this Agreement and shall assume
Oriental's rights and obligations under this Agreement.

       

      
        	
                2.3

              	
                Notice
      Requirements

              


      

       

      
        
          	
                  
                  

                	
                  2.3.1

                	
                  If
      Oriental intends to exercise the Option, it shall issue an irrevocable
      written notice to Shareholders no later than 3 days prior to each
      Completion Date (as defined below),
specifying:

                


        

      

       

      
        
          
            	
                    
                    

                  	
                    2.3.1.1

                  	
                    effectiveness
      date of the purchase ("Completion
      Date");

                  


          

        

      

       

      
        
          
            	
                    
                    

                  	
                    2.3.1.2

                  	
                    name
      of the party registering the Equity
Interest;

                  


          

        

      

       

      
        
          
            	
                    
                    

                  	
                    2.3.1.3

                  	
                    percentage
      of the Equity Interest to be purchased from
  Shareholders;

                  


          

        

      

       

      
        
          
            	
                    
                    

                  	
                    2.3.1.4

                  	
                    method
      of payment; and

                  


          

        

      

       

      
        
          
            	
                    
                    

                  	
                    2.3.1.5

                  	
                    related
      authorization documents, such as the document authorizing the third party
      to exercise the Option.

                  


          

        

      

       

      
        
          	
                  
                  

                	
                  2.3.2

                	
                  For
      the avoidance of doubt, the Parties expressly agree that Oriental has the
      right to exercise the Option and to decide whether or not to register the
      Equity Interest in a third party's
name.

                


        

      

       

      
        
          	
                  2.4

                	
                  Appointment of
      Director and Senior Management
Personnel

                


        

      

       

      After the
execution of this Agreement, Oriental shall have the right to nominate persons
to Group to be appointed as directors and senior management personnel (including
but not limited to general manager, deputy general manager, financial
controller, marketing director, technology director). Each Shareholder shall, to
the extent applicable PRC law requires a shareholder vote, vote his shares of
Group to appoint the persons nominated by Oriental to hold the positions as
directors of Group, and vote its shares to instruct the executive director of
Group to appoint the persons nominated by Oriental to hold the positions as
senior management of Group.

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

      


      
        	
                2.5

              	
                Completion of
      Transactions

              


      

       

      On the
Completion Date, Oriental shall pay to Shareholders the exercise price to
purchase the Equity Interest pursuant to Section 1.1 and Shareholders shall
acknowledge the receipt and sufficiency of the consideration.

       

      
        	
                3.

              	
                FULFILMENT
      OF OPTION

              


      

       

      
        	
                3.1

              	
                Agreement on Transfer
      of Equity Interest

              


      

       

      When
signing and delivering this Agreement, Shareholders shall at Oriental's request
sign (or, in the case of the waiver letter, use commercially reasonable efforts
to procure the execution of) and deliver one or more agreement(s) for the
transfer of equity interest as set out in the Appendix A hereto ("Equity Transfer
Agreement") and other necessary documents, including the waiver letter in
the form of Appendix 3 ("Ancillary Documents")
intended to cause all or part of Equity Interest to be effectively transferred
to Oriental or its designated person.  The Equity Transfer Agreement
and Ancillary Documents shall be held in the custody of Oriental.  On
the Completion Date, when Oriental exercises the Option and pays the price for
the Equity Interest, Oriental shall promptly deliver the Equity Transfer
Agreement and Ancillary Documents relating to such Equity Interest to its
designated person who shall be entitled to insert the name of the transferee (if
not already done so), date the signed Equity Transfer Agreement and Ancillary
Documents and submit the same to the relevant authorities in order to give full
effect to the transfer of the Equity Interest.

       

      
        	
                3.2

              	
                Resolution of
      Shareholders' Meeting

              


      

       

      Notwithstanding
the provisions of the above Article 3.1, at the time of the signing and delivery
of this Agreement, Shareholder shall at Oriental's request sign and deliver one
or more resolution(s) of the shareholders' meeting of Group, substantially in
the form of Annex 1 of Appendix A hereto (each referred to as a "Resolution"). The
Resolution shall approve the following matters:

       

      
        
          	
                  
                  

                	
                  3.2.1

                	
                  completion
      of the transfer of all or part of the Equity Interest to Oriental or its
      designated person; and

                


        

      

       

      
        
          	
                  
                  

                	
                  3.2.2

                	
                  other
      reasonable matters that Oriental may
require.

                


        

      

       

      Each
Resolution shall be held in the custody of Oriental.  On each
Completion Date when Oriental exercises the Option and pays the price for the
Equity Interest, Oriental or its designated person shall date the Resolution as
of the date of exercise.

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

      


      4.           
REPRESENTATIONS
AND WARRANTIES

       

      
        	
                4.1

              	
                Representations and
      Warranties

              


      

       

      Shareholders
represent and warrant to Oriental:

       

      
        
          	
                  
                  

                	
                  4.1.1

                	
                  each
      Shareholder has full authority to sign this
  Agreement;

                


        

      

       

      
        
          	
                  
                  

                	
                  4.1.2

                	
                  this
      Agreement constitutes a valid and binding obligation of Shareholders,
      enforceable in accordance with its
terms;

                


        

      

       

      
        
          	
                  
                  

                	
                  4.1.3

                	
                  the
      signing of this Agreement and the performance of any of his obligations
      hereunder neither breaches any laws, regulations or contracts binding upon
      him, nor requires any authorization or approval from the
      government;

                


        

      

       

      
        
          	
                  
                  

                	
                  4.1.4

                	
                  to
      the best of his knowledge, no Shareholder is involved in any lawsuit,
      arbitration or other juridical or administrative proceedings which may
      have a material and adverse effect upon this Agreement and performance
      hereof;

                


        

      

       

      
        
          	
                  
                  

                	
                  4.1.5

                	
                  they
      have disclosed to Oriental all documents issued by any governmental
      authority that may have a material adverse effect upon the performance of
      the obligations hereunder;

                


        

      

       

      
        
          	
                  
                  

                	
                  4.1.6

                	
                  other
      than the pledge of Equity Interest in favor of Oriental (or its designated
      third party), the Equity Interest held by Shareholders in Group is free of
      any lien, mortgage, pledge or third party's
  rights;

                


        

      

       

      
        
          	
                  
                  

                	
                  4.1.7

                	
                  except
      in favor of Oriental (or its designated third party), the Equity Interest
      held by Shareholders shall remain intact, and is free of any lien,
      mortgage, pledge or third party's right, and Shareholders will not
      transfer, grant, pledge or otherwise dispose of his Equity
      Interest;

                


        

      

       

      
        
          
            	
                    
                    

                  	
                    4.1.8

                  	
                    the
      Option granted by Shareholders to Oriental is an exclusive right, and the
      Option or any similar right will not be granted to any third party in any
      way and no rights or obligations exist that would in any way impair
      Oriental's rights under this
Agreement.

                  


          

        

      

       

      Shareholders
further represent and warrant to Oriental that they collectively own 100% of the
Equity Interests of Group.

       

      The
Parties hereby agree that as of each Completion Date, the representations and
warranties set out from Article 4.1.1 to Article 4.1.8 shall be repeated, and
shall be deemed to be given as of such Completion Date.

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

      


      
        	
                4.2

              	
                Undertakings

              


      

       

      Shareholders
undertake to Oriental that:

       

      
        
          	
                  
                  

                	
                  4.2.1 

                	
                  they
      will complete the formalities necessary for registering Oriental and its
      designated person as the lawful shareholder of Group, including but not
      limited to, assisting Oriental in inserting the name of the transferee in
      the Equity Transfer Agreement, dating the signed Equity Transfer Agreement
      and submitting the Equity Transfer Agreement and Ancillary Documents to
      the relevant industry and commerce administration department for the
      purpose of amending the articles of association and updating the
      shareholders' register, and other alteration
  formalities.

                


        

      

       

      
        
          	
                  
                  

                	
                  4.2.2

                	
                  they
      shall take all necessary actions to execute all necessary documents and
      carry out all necessary registrations within Shareholders' control
      (including registration with the Ministry of Information Industries or its
      local branches) to transfer the Equity Interest in accordance with
      applicable laws upon the exercise of the
Option.

                


        

      

       

      
        
          	
                  
                  

                	
                  4.2.3

                	
                  they
      will not seek to influence the management of Group in any manner, and
      without limiting the
foregoing:

                


        

      

       

      
        
          	
                  
                  

                	
                  4.2.3.1

                	
                  they
      will not request Group to distribute profits, funds, assets or property to
      Shareholders or any of their
Affiliates.

                


        

      

       

      
        
          	
                  
                  

                	
                  4.2.3.2

                	
                  if
      they receive any dividends from Group with respect to the Equity Interest
      or cash dividends, Shareholders shall pay to Oriental an amount equal to
      such dividends within 7 days
thereafter.

                


        

      

       

      
        
          	
                  
                  

                	
                  4.2.3.3

                	
                  they
      will not engage in the following activities and not approve in their
      capacities as shareholders (without the prior written consent of Oriental)
      the engagement of  Group in any of the following activities
      unless the prior written consent of Oriental is
  obtained:

                


        

      

       

      
        
          	
                  
                  

                	
                  (a)

                	
                  to
      create or undertake debts that are not in the ordinary course of business
      of  Group, or are in the ordinary course of the business
      of  Group but are in excess of
  US$5,000;

                


        

      

       

      
        
          	
                  
                  

                	
                  (b)

                	
                  to
      create or undertake any mortgage, pledge or any other type of encumbrance
      on any of Group's existing properties or properties acquired in the
      future;

                


        

      

       

      
        
          	
                  
                  

                	
                  (c)

                	
                  to
      acquire assets of any third party on behalf of  Group, or to
      execute any agreement, arrangement, commitment or memorandum for the
      same;

                


        

      

       

      
        
          	
                  
                  

                	
                  (d)

                	
                  to
      sell, lease or otherwise dispose of any assets of  Group, or to
      execute any agreement, arrangement, commitment or memorandum for the
      same;

                


        

      

       

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

      


      
        
          	
                  
                  

                	
                  (e)

                	
                  to
      borrow or lend money to any third party on behalf of  Group, or
      to execute any agreement, arrangement, commitment or memorandum for the
      same;

                


        

      

       

      
        
          	
                  
                  

                	
                  (f)

                	
                  to
      assume any obligation, give a guarantee or endorsement for any third party
      on behalf of Group or assume responsibility in whatever form for any third
      party's obligation on behalf of  Group, or to execute any
      agreement, arrangement, commitment or memorandum for the
    same;

                


        

      

       

      
        
          	
                  
                  

                	
                  (g)

                	
                  to
      approve the annual budget and annual business plan and any material
      deviations thereof;

                


        

      

       

      
        
          	
                  
                  

                	
                  (h)

                	
                  to
      make any capital expenditure by  Group other than in the
      ordinary course of its business or greater than an aggregate of US$25,000
      in any 12 month period;

                


        

      

       

      
        
          	
                  
                  

                	
                  (i)

                	
                  to
      commit any act that may endanger the legitimate existence or commercial
      interest of  Group;

                


        

      

       

      
        
          	
                  
                  

                	
                  (j)

                	
                  to
      take any action that, according to the effective articles of association
      of  Group, requires a unanimous consent of all shareholders or
      the executive director
of  Group;

                


        

      

       

      
        
          	
                  
                  

                	
                  (k)

                	
                  to
      cause  Group to engage in any business which is not expressly
      specified in its business
license;

                


        

      

       

      
        
          	
                  
                  

                	
                  (l)

                	
                  when
      exercising his rights in the capacity as a shareholder of  Group
      (including but not limited to the exercise of his voting rights), to adopt
      any resolution or otherwise take any shareholder action that conflicts
      with or jeopardises the rights and interests of Oriental or its Affiliates
      or direct or indirect parent;
and

                


        

      

       

      
        
          	
                  
                  

                	
                  4.2.4

                	
                  They
      will provide Oriental with information on Group's business operations and
      financial condition which he is entitled to receive in their capacities as
      shareholders at Oriental's request (excluding information provided
      by  Group).

                


        

      

       

      
        
          	
                  
                  

                	
                  4.2.5

                	
                  They
      will immediately notify Oriental of the occurrence or possible occurrence
      of any litigation, arbitration or administrative proceedings relating to
      Group's assets, business and revenue of which they may become
      aware.

                


        

      

       

      
        
          	
                  
                  

                	
                  4.2.6

                	
                  At
      Oriental's written request, Shareholders will approve in their capacities
      as shareholders any action of Group that is not in violation of any
      applicable laws.

                


        

      

       

      For
purposes of this Clause 4.2, "Affiliate" means, in respect of an entity, any
legal entity that directly or indirectly controls, is controlled by or is under
the common control of the first mentioned entity. For the purposes of this
Agreement, "control" means the power, directly or indirectly, to direct the
management and policies of such entity.

       

      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

      


      5.           TAX

       

      
        	
                5.1

              	
                Tax

              


      

       

      Oriental
shall reimburse Shareholders or directly pay to the appropriate tax authorities
all of Shareholders' taxes that may arise from the execution and performance of
this Agreement.  Oriental shall bear any of its taxes that may arise
from the execution and performance of this Agreement.

       

      
        	
                6.

              	
                LIABILITIES
      FOR BREACH OF CONTRACT

              


      

       

      
        	
                6.1

              	
                Shareholders'
      liability for breach

              


      

       

      The sole
remedy available to Oriental for the breach by Shareholders of any of its
representations, warranties, undertakings or obligations under this Agreement
shall be the exercise of the Option.

       

      
        	
                7.

              	
                APPLICABLE
      LAW AND SETTLEMENT OF DISPUTES

              


      

       

      
        	
                7.1

              	
                Applicable
      Law

              


      

       

      The
execution, validity, interpretation, performance of this Agreement and
resolution of disputes hereunder shall be governed by the laws of
China.

       

      
        	
                7.2

              	
                Consultation

              


      

       

      In case
of disputes resulting from the interpretation or performance of this Agreement,
the Parties shall attempt to solve such disputes through friendly consultation
or via mediation by a neutral third party. If such dispute fails to be solved
within 30 days after the commencement of consultation, either party may submit
such disputes for arbitration.

       

      
        	
                7.3

              	
                Arbitration

              


      

       

      
        
          	
                  
                  

                	
                  7.3.1

                	
                  Any
      dispute or difference of any kind whatsoever arising out of or in
      connection with this Agreement, including any question in connection with
      the existence, construction, interpretation, validity, termination or
      implementation of this Agreement, shall be submitted to China
      International Economic and Trade Arbitration Commission ("CIETAC"), for
      arbitration in Beijing which shall be conducted in accordance with
      CIETAC's rules.

                


        

      

       

      
        
          	
                  
                  

                	
                  7.3.2

                	
                  The
      arbitration tribunal shall comprise of three (3) arbitrators. Each Party
      shall be entitled to appoint one (1) arbitrator and the arbitrators so
      appointed shall appoint a third (3rd)
      arbitrator who shall preside as Chairman. The Chairman shall not be a
      citizen or national of the same country as either of the
      Parties.

                


        

      

       

      
        
          	
                  
                  

                	
                  7.3.3

                	
                  The
      language to be used in any arbitral proceedings shall be
      Chinese.

                


        

      

       

      
        
          	
                  
                  

                	
                  7.3.4

                	
                  The
      costs of arbitration shall be borne by the losing Party, unless otherwise
      determined by the arbitration
award.

                


        

      

       

      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

      


      
        
          	
                  
                  

                	
                  7.3.5

                	
                  The
      Parties further acknowledge that monetary damages alone shall not
      adequately compensate Oriental for the breach of Shareholders'
      undertakings in this Agreement and therefore agree that if a breach or
      threatened breach of any such undertaking occurs, Oriental shall be
      entitled to apply or petition for, and Shareholders shall not resist,
      object or challenge, injunctive relief compelling specific performance of
      such undertakings or immediate cessation of such actions in order to be in
      compliance with the terms of this Agreement in any competent court of
      China.

                


        

      

       

      
        	
                8.

              	
                CONFIDENTIALITY

              


      

       

      
        	
                8.1

              	
                Confidential
      Information

              


      

       

      This
Agreement and its appendixes attached hereto shall be confidential. Neither
party shall disclose this Agreement and its appendixes attached hereto to any
third party (except for the disclosure only for the purpose of the above Article
2.2 and with the prior written consent of the Parties).

       

      
        	
                8.2

              	
                Exception

              


      

       

      If
certain disclosure is expressly required by law, court, arbitral tribunal or
competent administration authority, such disclose made by either party shall not
be deemed a breach of the above Article 8.1.

       

      
        	
                9.

              	
                SUPPLEMENTARY
      PROVISIONS

              


      

       

      
        	
                9.1

              	
                Term

              


      

       

      This
Agreement shall come into force from the date of the execution of this Agreement
by the Parties or their authorized representative until the date when Oriental
obtains all the Equity Interest, subject to a maximum term of 20 years, which
term shall be automatically extended to equal the term (as extended thereunder)
of the Exclusive Technical
Consulting and Service Agreement (the “Service Agreement”), between Group
and Oriental, dated February 3, 2009, if that Service Agreement is still in
place and such extension does not violate any applicable law.

       

      
        	
                9.2

              	
                Entire
      Agreement

              


      

       

      
        
          	
                  
                  

                	
                  9.2.1

                	
                  This
      Agreement and its appendixes constitute the entire agreement between the
      Parties with respect to the above subject matter, and shall supersede all
      previous discussions, consultations and agreements. This Agreement can be
      amended only by a written agreement jointly signed by the
      Parties.

                


        

      

       

      
        
          	
                  
                  

                	
                  9.2.2

                	
                  The
      appendixes attached hereto constitute an inseparable part of this
      Agreement, and have the same legal force as this
  Agreement.

                


        

      

       

      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

      


      9.3           Notice

       

      
        
          	
                  
                  

                	
                  9.3.1

                	
                  Unless
      notified by the other party of address change, all notices or other
      correspondences required in performing this Agreement shall be delivered
      by hand, express delivery, fax or registered mail to the following
      addresses:

                


        

      

       

        Oriental:

       

        Address:
Room 1601 E-wing Center, No. 113 Zhichun Road, Haidian District, Beijing,
China.

       

        Tel:
010-82628925

       

        Fax:
010-62637657

       

        Shareholders:

       

       
Address: Room 717 E-wing
Center, No. 113 Zhichun Road, Haidian District, Beijing, China.

       

        Tel:
010-82671299

       

        Fax:
010-62637657

       

       
Notices and correspondences shall be deemed to be served if:

       

      
        
          	
                  
                  

                	
                  9.3.1.1

                	
                  sent
      by fax: the time displayed on the transmission record, however, if the
      displayed time is after 5:00 pm of the sending date, or the sending day is
      not a business day of the location where the recipient is located, the
      effective delivery date shall be the next business
  day;

                


        

      

       

      
        
          	
                  
                  

                	
                  9.3.1.2

                	
                  sent
      by hand delivery (including courier): the day when the recipient signs and
      accepts the delivery;

                


        

      

       

      
        
          	
                  
                  

                	
                  9.3.1.3

                	
                  sent
      by registered mail, the fifteenth day from the date when the post office
      issues a receipt thereof.

                


        

      

       

      
        	
                9.4

              	
                Binding
      Force

              


      

       

      This
Agreement is binding upon the Parties and their successors, representatives and
assigns.

       

      
        	
                9.5

              	
                Language and
      Counterpart

              


      

       

      This
Agreement is written in English and Chinese.  In the event of any
discrepancy between the two versions, the English version shall
prevail.  This Agreement shall be executed in [two (2)] originals in
English and [two (2)] originals in Chinese, with each Party holding one (1)
original in each language.

       

      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      

      


      
        	
                9.6

              	
                Calendar Day and
      Business Day

              


      

       

      Any
reference to a day in this Agreement means a calendar day. Business day means
any day on which commercial banks in China are open for business.

       

      
        	
                9.7

              	
                Headings

              


      

       

      The
headings contained herein are for convenience only and do not affect the
interpretation of this Agreement.

       

      
        	
                9.8

              	
                Singular and Plural
      Form

              


      

       

      As
required by the context, words importing the singular include the plural and
vice versa.

       

      
        	
                9.9

              	
                Matters Not
      Covered

              


      

       

      Matters
not covered in this Agreement shall be settled by the Parties through
consultation, in accordance with the provisions of the laws of
China.

       

      
        	
                9.10

              	
                Representations,
      Warranties, Undertakings and Obligations to
  Survive

              


      

       

      The
representations, warranties, undertakings and obligations of the Parties
provided in this Agreement, or made by or on behalf of a Party, shall be in full
force and effect and shall remain valid after the delivery of the Equity
Interest and payment of considerations, regardless of any investigation (or
statement on any investigation result) made by or on behalf of a
Party.

       

      [Signature Page
Follows]

       

      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      

       

      IN WITNESS WHEREOF, this
Agreement is signed by the duly authorized representatives of the Parties as of
the date first written above.

       

      
        
          
            
              
                
                  
                    	
                            Oriental
      Intra-Asia Entertainment (China) Limited

                          
	 
      
	
                            By:

                          	/s/
      Shudong Xia
	 
	
                            Authorized
      representative: Shudong Xia

                          
	 
	
                            Name:

                          
	 
	
                            Title:
      Legal Representative

                          
	 
	
                            Company
      seal:

                          


                  

                

              

            

          

        

      

       

      
        
          
            
              
                
                  	
                          Shareholders:

                        
	 
      
	/s/
      Shudong Xia
	
                          Shudong
      Xia

                        
	 
      
	      
                          /s/
      Zhiping Zhang  

                        
	
                          Zhiping
      Zhang

                        
	 
      
	      
                          /s/
      Zhibin Lai  

                        
	
                          Zhibin
      Lai

                        
	 
      
	      
                          Wei
      Gao  

                        
	
                          Wei
      Gao

                        


                

              

            

          

        

      

       

      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      

       

      Appendix
A

      Form
of agreement on transfer of equity interest

       

      
        

      

       

      Agreement
on Transfer of Equity Interest

       

      
        
 

      Shudong
Xia

       

      Zhiping
Zhang

       

      Zhibin
Lai

       

      Wei
Gao

       

      and

       

      


       

      [*]

    

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

    


    This
Agreement on Transfer of Equity Interest ("Equity Transfer
Agreement") is entered into by the following parties on ____________, in
Beijing, the People's Republic of China ("China"):

     

    
      	
              (1)

            	
              Shudong Xia, Zhiping Zhang,
      Zhibin Lai, Wei Gao, (the "Assignors");
      and

            


    

     

    
      	
              (2)

            	
              [*], [*] (the "Assignee").

            


    

     

    The
Assignor and the Assignee are hereinafter referred to individually as a "Party" and
collectively as the "Parties".

     

    WHEREAS,

     

    
      	
              A.

            	
              The
      Assignors are shareholders of China TransInfo Technology Group Co., Ltd.
      ("Group"), which is a limited liability company established on May 26,
      2008 pursuant to the PRC Laws (as defined
  below).

            


    

     

    
      	
              B.

            	
              The
      Assignors collectively own 100% of the equity interest in
      Group.

            


    

     

    
      	
              C.

            	
              Subject
      to the terms and conditions of this Equity Transfer Agreement, the
      Assignors now intend to assign to the Assignee, and the Assignee is
      willing to accept from the Assignors, all the equity interest ("Equity
      Interest") of the Assignor
  in  Group.

            


    

     

    NOW THEREFORE, the Parties
hereby agree as follows:

     

    
      	
              1.

            	
              DEFINITIONS
      AND INTERPRETATIONS

            


    

     

    
      	
              1.1

            	
              Definitions

            


    

     

    Unless
otherwise agreed herein (as defined below), words or expressions contained in
this Equity Transfer Agreement shall have the same meaning as those defined in
the Option Agreement (the "Agreement"), dated as
of ______, 2009 between Oriental, a company organized under the laws of China
(the "Oriental") and the
Assignor.

     

    "Effective Date" means
the date of this Agreement, or if government or regulatory approvals are
necessary to effectuate the transfer, the date on which all such approvals are
obtained.

     

    "PRC Laws" means the PRC laws and
regulations that have been promulgated and now remain in force.

     

    "Resolution of Shareholders'
Meeting" means the written resolution of the shareholders' meeting of
Group, pursuant to which the shareholders agree that the Equity Interest shall
be assigned in accordance with the Equity Transfer Agreement and, in the case of
transfer of partial Equity Interest, waive their rights of first refusal
regarding the Equity Interest.

     

    
      	
              1.2

            	
              Interpretation

            


    

     

    In this
Agreement, headings are for convenience only and do not affect the
interpretation of this Agreement. A reference to an Article or Appendix herein
is a reference to that Article or Appendix of the Equity Transfer Agreement.
Words importing the singular include the plural and vice versa. Unless
otherwise provided herein, a reference to day, month or year means a calendar
day, month or year. Business day refers to the day on which commercial banks in
China are open for business. Masculine words herein include the feminine meaning
and vice versa.

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

    
      	
              2.

            	
              REPRESENTATIONS
      AND WARRANTIES

            


    

     

    
      	
              2.1

            	
              General
      representations

            


    

     

    Each of
the Parties hereby represents and warrants to the other party that it has full
capacity and authorization to execute this Equity Transfer Agreement, and
perform its obligations under this Equity Transfer Agreement, subject to
compliance with legal restrictions on foreign investment under applicable PRC
law.

     

    
      	
              2.2

            	
              Assignors

            


    

     

    The
Assignors further represent and warrant that:

     

    
      
        	
                
                

              	
                2.2.1

              	
                they
      are the legitimate holders of the Equity
  Interest;

              


      

    

     

    
      
        	
                
                

              	
                2.2.2

              	
                except
      for the pledge under the Equity Pledge Agreement dated as of ______, 2009
      by and among the Assignors and Group, such Equity Interest is free of any
      security interest.

              


      

    

     

    
      	
              3.

            	
              ASSIGNMENT
      OF EQUITY INTEREST

            


    

     

    
      	
              3.1

            	
              Assignment of equity
      interest

            


    

     

    The
Assignors hereby assign all of the Equity Interest to the Assignee. The Assignee
agrees to accept such Equity Interest from the Assignors.

     

    
      	
              3.2

            	
              Assignment of rights
      and obligations

            


    

     

    As at the
Effective Date, all rights and obligations in relation to the Equity Interest
shall be assigned from the Assignors to the Assignee.

     

    
      	
              3.3

            	
              Necessary
      measures

            


    

     

    The
Assignors undertake to execute all necessary documents and take all necessary
measures in a timely manner, so as to give effect to this Equity Transfer
Agreement, including but not limited to the following:

     

    
      
        	
                
                

              	
                3.3.1

              	
                execute
      the resolution of shareholders' meeting substantially in the form of Annex
      1; and provide the Assignee with a copy of the resolution of shareholders'
      meeting; and

              


      

    

     

    
      
        	
                
                

              	
                3.3.2

              	
                complete
      any procedures within its control necessary for the full effectiveness of
      the Equity Transfer Agreement pursuant to PRC Laws, including but not
      limited to, obtaining the approval from the competent bureau of commerce
      in the case that the Assignee is a foreign investor, completing the
      registration of the change in shareholder with the relevant industry and
      commerce administration department, updating the shareholders' list of
      Group and delivering the updated shareholders' list to the
      Assignee.

              


      

    

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

    


    
      	
              3.4

            	
              Cooperation with the
      Assignee

            


    

     

    The
Assignors further undertake:

     

    
      
        	
                
                

              	
                3.4.1

              	
                if
      the formalities provided in Article 3.3.2 are delayed, the Assignors shall
      promptly notify the Assignee of the reason for such delay and the revised
      Effective Date; and

              


      

    

     

    
      
        	
                
                

              	
                3.4.2

              	
                fully
      assist the Assignee in performing the Equity Transfer Agreement, including
      but not limited to providing the Assignee with access to the related
      documents or information.

              


      

    

     

    
      	
              3.5

            	
              Power of
      attorney

            


    

     

    Each of
the Assignors further undertakes that, as of the date first written above, he
has full authority to entrust an appropriate entity or individual to, on his
behalf, handle all matters related to this Equity Transfer Agreement (including
but not limited to the matters related to this Article 3.5), in the event of the
Assignor's death, emigration, incapacity or other failure to perform his
obligations under this Equity Transfer Agreement. The above power of attorney
shall be substantially in the form of Annex 2, and a copy of such power of
attorney shall be provided to the Assignee.

     

     

    
      	
              4.

            	
              SUPPLEMENTARY
      PROVISIONS

            


    

     

    
      	
              4.1

            	
              Notice and
      service

            


    

     

    
      
        	
                
                

              	
                4.1.1

              	
                All
      notices and communications between the Parties shall be in writing, either
      in English or Chinese, and delivered by fax, hand (including express
      delivery) or registered mail to the following appropriate
      addresses:

              


      

    

     

    Assignors:

     

    Shudong
Xia, Zhiping Zhang, Zhibin Lai and Wei Gao

     

    
      Address:
Room 1601 E-wing Center, No. 113 Zhichun Road, Haidian District, Beijing,
China.

    

     

    Telephone:
010-82525343

     

    Fax:
010-82525345

     

    Assignee:

     

    [*]

     

    Address:
[*]

     

    Tel:
[*]

     

    Fax:
[*]

     

    Recipient:
[*]

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

    


    
      	
              4.2

            	
              Time of
      service

            


    

     

    Notices
and communications shall be deemed to be served if:

     

    
      
        	
                
                

              	
                4.2.1

              	
                sent
      by fax: the time displayed on the transmission record, however, if the
      displayed time is after 5:00 pm of the sending date, or the sending day is
      not a business day of the location where the recipient is located, the
      effective delivery date shall be the next business
  day;

              


      

    

     

    
      
        	
                
                

              	
                4.2.2

              	
                sent
      by hand delivery (including courier): the day when the recipient or any
      staff at the recipient's location signs and accepts the delivery;
      or

              


      

    

     

    
      
        	
                
                

              	
                4.2.3

              	
                Sent
      by registered mail, the third day after the date when the post office
      issues a receipt thereof.

              


      

    

     

    
      	
              4.3

            	
              Amendment

            


    

     

    The
provisions of this Equity Transfer Agreement can be waived, revised or amended
only by a written instrument signed by the Parties.

     

    
      	
              4.4

            	
              Non-waiver

            


    

     

    The
failure by either party to exercise or its delay in exercising any right under
this Equity Transfer Agreement shall not be deemed a waiver of such
right.

     

    
      	
              4.5

            	
              Severability

            


    

     

    The
invalidity of any clause under this Agreement shall not affect the validity of
any other clauses unrelated to such clause.

     

    
      	
              4.6

            	
              Tax and
      expenses

            


    

     

    Each of
the Parties shall bear its respective taxes arising from the execution and
performance of this Agreement.

     

    
      	
              4.7

            	
              Successor

            


    

     

    This
Equity Transfer Agreement is binding upon the respective successors and assigns
(if any) of the Parties, and upon any individual designated by the Assignors
when it becomes necessary for the Assignors to use the power of attorney
provided in the appendix in case of the occurrence of events set out in the
above Article 3.5.

     

    
      	
              4.8

            	
              Applicable
      Law

            


    

     

    The
execution, validity, interpretation, performance of this Equity Transfer
Agreement and resolution of disputes hereunder shall be governed by the PRC
laws.

     

    
      	
              4.9

            	
              Arbitration

            


    

     

    
      
        	
                
                

              	
                4.9.1

              	
                Any
      dispute or difference of any kind whatsoever arising out of or in
      connection with this Agreement, including any question in connection with
      the existence, construction, interpretation, validity, termination or
      implementation of this Agreement, shall be submitted to China
      International Economic and Trade Arbitration Commission ("CIETAC"), for
      arbitration in Beijing which shall be conducted in accordance with
      CIETAC's rules.

              


      

    

     

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

    


    
      
        	
                
                

              	
                4.9.2

              	
                The
      arbitration tribunal shall comprise of three (3) arbitrators. Each Party
      shall be entitled to appoint one (1) arbitrator and the arbitrators so
      appointed shall appoint a third (3rd)
      arbitrator who shall preside as Chairman. The Chairman shall not be a
      citizen or national of the same country as either of the
      Parties.

              


      

    

     

    
      
        	
                
                

              	
                4.9.3

              	
                The
      language to be used in any arbitral proceedings shall be
      Chinese.

              


      

    

     

    
      
        	
                
                

              	
                4.9.4

              	
                The
      costs of arbitration shall be borne by the losing Party, unless otherwise
      determined by the arbitration
award.

              


      

    

     

    
      	
              4.10

            	
              Language

            


    

     

    This
Equity Transfer Agreement is written in English.

     

    [Signature Page
Follows]

     

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

    


    IN WITNESS WHEREOF, this
Equity Transfer Agreement is signed by the duly authorized representatives of
the Parties as of the date first written above.

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                	
                                        Assignor: Shudong
      Xia

                                      
	 
	
                                        Signed by:

                                      	 
      
	 
      	 
      
	 	 
	
                                        Assignor:
      Zhiping Zhang

                                      
	 
	
                                        Signed by:

                                      	 
      
	 
      	 
      
	 	 
	
                                        Assignor:
      Zhibin Lai

                                      
	 
	
                                        Signed by:

                                      	 
      
	 
      	 
      
	 	 
	
                                        Assignor: Wei
      Gao

                                      
	 
	
                                        Signed by:

                                      	 
      


                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

     

    Assignee:
[*]

     

    Authorized
representative: [*]

     

    Name:
[*]

     

    Title:
[*]

     

    Common
seal: [*]

     

    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    

    


    Annex
1

    Form
of resolution of shareholders' meeting

     

    China
TransInfo Technology Group Co., Ltd. ("Group")

     

    This
written resolution of the shareholders' meeting of Group is formally adopted at
[*] on [*]

    ___________________________________________________________________________

     

    
      	
              1.

            	
              Attending
      shareholders:

            	
              Mr.
      Shudong Xia

               

              
                Mr.
      Zhiping Zhang

                 

                Mr.
      Zhibin Lai

                 

                Ms.
      Wei Gao

              

            


    

     

    
      	
              2.

            	
              The
      matters related to transfer of equity interest provided in the Agreement
      on Transfer of Equity Interest ("Equity Transfer
      Agreement") entered into by and among Shudong Xia, Zhiping Zhang,
      Zhibin Lai, Wei Gao (collectively “Shareholders”) and [*] on [*] were
      discussed at the shareholders'
meeting.

            


    

     

    
      	
              3.

            	
              The
      shareholders' meeting unanimously resolves
to:

            


    

     

    
      
        	
                
                

              	
                (a)

              	
                confirm
      and approve the Equity Transfer
Agreement;

              


      

    

     

    
      
        	
                
                

              	
                (b)

              	
                approve
      Shareholders to transfer their equity interest in Group to [*] pursuant to
      the provisions of the Equity Transfer
Agreement;

              


      

    

     

    
      
        	
                
                

              	
                (c)

              	
                approve
      the amendment to the articles of association of Group;
  and

              


      

    

     

    
      
        	
                
                

              	
                (d)

              	
                [in
      the case of transfer of partial equity interest by [] and [], [ ] hereby
      waives his  right of first refusal (entitled in accordance with
      the PRC laws and the articles of association of the Company) regarding the
      equity interest to be assigned by the other shareholders of the Company
      under the Equity Transfer
Agreement.]

              


      

    

     

    
      
        
          
            
              
                
                  	
                          Signed
      by:

                        	 
      	
                          Signed
      by:

                        	 
      	
                          Signed
      by:

                        	 
      	
                          Signed
      by:

                        
	 	 	 	 	 	 	 
	
                          Name:
      Shudong Xia

                          Date:

                        	 
      	
                          Name:
      Zhiping Zhang

                          Date:

                        	 
      	
                          Name:
      Zhibin Lai

                          Date:

                        	 
      	
                          Name:
      Wei Gao

                          Date:

                        


                

              

            

          

        

      

    

     

    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    

     

    Annex
2

    Form
of power of attorney

     

    Power
of Attorney

     

    To Whom
It May Concern,

     

    We, the
undersigned, founders and a shareholders of China TransInfo Technology Group Co.
Ltd. ("Group"), hereby entrust [  ] with full authority on
[  ], if any of us is unable to perform his obligations under the
Equity Transfer Agreement entered into by and among Group (or its designated
person) and us on __________, [   ] in the event of hisdeath,
emigration, illness, incapacity or any other reason, to act on his behalf to
perform the obligations under the above agreement and all matters related to
transfer of equity interest.

     

    The above
actions shall include but not be limited to the execution of all necessary
documents (including resolutions of shareholders' meetings) and completion of
all necessary formalities (including filings with the government and alteration
of the registration of shareholders of the Company) required for our performance
of the obligations under the above Equity Transfer Agreement in accordance with
laws of China.

     

    
      
        
          
            
              
                
                  	
                          Signed
      by:

                        	 
      	
                          Signed
      by:

                        	 
      	
                          Signed
      by:

                        	 
      	
                          Signed
      by:

                        
	 	 	 	 	 	 	 
	
                          Name:
      Shudong Xia

                          Date:

                        	 
      	
                          Name:
      Zhiping Zhang

                          Date:

                        	 
      	
                          Name:
      Zhibin Lai

                          Date:

                        	 
      	
                          Name:
      Wei Gao

                          Date:

                        


                

              

            

          

        

      

    

     

    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    

     

    Appendix
B

    Form
of waiver of right of first refusal

     

    Waiver
of Right of First Refusal

     

    
      	
              To:  [

            	
              ]

            


    

     

    Dear
Sirs,

     

    I refer
to the proposed transfer of your entire interest in the registered capital of
China TransInfo Technology Group Co., Ltd. to [    ] ("Transferee").

     

    I hereby
waive any pre-emptive right I may have under PRC laws or otherwise to acquire
the equity interest you propose to transfer to the Transferee and consent to the
proposed transfer of the equity interest to the Transferee.

     

    
      
        
          
            
              
                	
                        Yours
      faithfully

                      
	 
      
	 	 


              

            

          

        

      

    

     

    
      
        
        

      

      
        21