China TransInfo Technology Corp.: Exhibit 10.1 - Filed by
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Exhibit 10.1  


English Translation of Equity Transfer Agreement

By and Between China TransInfo Technology Group Co., Ltd.

And Eight Individual Shareholders of Beijing UNISITS Technology Co.,
Ltd. On 
Purchasing 1.26 Million Shares of Beijing UNISITS Technology
Co., Ltd. 


Party A:Eight
Individual Shareholders of Beijing UNISITS Technology Co., Ltd. (Hereinafter
referred as “the Transferors”), including Guo Wang, Gang Wang, Yuxin Ke, Lijuan
Guo, Wanli Cheng, Yuntao Wu, Niao Wu, Qi Wang 

Party B: China TransInfo Technology Group
Co., Ltd. (Hereinafter referred as “the Transferee”) Legal Representative:
Shudong XIA 

Registration Place: Room717,E-wing Center No.113 Zhichunlu,
Haidian District, Beijing 100083, P.R. China 

WHEREAS: 

	1. 	
      Beijing UNISITS Technology Co., Ltd. (Hereinafter
      referred as “the Targeted Company” ) is a limited liability company,
      established and validly existing under the laws of the People’s Republic
      of China;

	 	 
	2. 	
      The present registered capital of the Targeted Company is
      RMB ¥52.60 (fifty-two million and six hundred thousand) million Yuan, the
      Transferors in aggregate hold 1.26 million shares of the Target
      Company.

	 	 
	3. 	
      The Transferee was founded in June 2009 with a registered
      capital of RMB ¥180 million Yuan.

	 	 
	4. 	
      The Transferors intend to transfer, and the Transferee
      desires to purchase from the Transferors 1.26 million of shares of the
      Target Company.



NOW, THEREFORE, according to the Company Law of the People's
Republic of China and relevant laws and regulations, the Transferors and the
Transferee, after friendly consultations and in consideration of the principles
of equality and mutual benefit, honesty and trustworthiness and making
compensation for equal value, Party A and Party B enter into the following
Equity Transfer Agreement (hereinafter referred as this “Agreement”): 

ARTICLE I: DEFINITION 

Unless the context otherwise provides, the following words and
expressions in this Agreement have the following meanings: 

	1.1 	
      Equity: refers to the rights of the Transferors as
      shareholders of the Target Company based on their contributions to the
      Target Company’s registered capital and provided by the Chinese laws and
      Articles of Association of the Target Company, including but not limited to
the rights to receiving profits from the company's assets, making major
decisions and selecting managers; 



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	1.2 	
      Rights attached to the Equity: refers the rights
      and befits of the Transferors in addition to the Equity, based on their
      contributions to the Target Company’s registered capital and their status
      as shareholders of the Target Company;

	 	 
	1.3 	
      Transferring the Equity or the target Equity:
      refers that the transfer of 1.26 million shares of the Target Company and
      all related rights and benefits from the Transferors to the
    Transferee;

	 	 
	1.4 	
      The Transfer of the Equity: refers to the
      Transferors’ behavior of transferring all of their Equity to the
      Transferee under this Agreement;

	 	 
	1.5 	
      Substantive Changes: refers to any and all major
      adverse changes which may affect the Target Company’s operation,
      management plan and capability, including but not limited to the changes
      about asset, debt, business, and employment of the Target
  Company;

	 	 
	1.6 	
      The Effective Date: refers to the date on which
      this Agreement is signed by the parties according to Section
  16.6;

	 	 
	1.7 	
      The Closing Date refers to the date on which, with
      the assistance of the Transferors, the Transferee completes the amendment
      to the industrial and business registration; and

	 	 
	1.8 	
      Interim Period: refers to the period of time
      between the Effective Date and the Closing Date, including the Effective
      Day and the Closing Date.



ARTICLE II THE TRANSFEROR’ S EQUITY 

	2.1 	The ownership structure, the amount of capital
      contributed by each Transferor, and their respective contribution ratio
      are set forth in Appendix I; 
	 	 
	2.2 	Each of the Transferors makes the
      representation and warrants to the Transferee that he owns all rights,
      titles and interests in and to, and has the rights to transfer to the
      Transferee the Equity, pursuant to the terms of this Agreement, free and
      clear of all liens, security interests, charges and other encumbrances.
      The Transferors will not transfer the Equity to any third party other than
      the Transferee until the Closing Date. 


ARTICLE III THE TRANSFER OF THE EQUITY 

	3.1 	
      The Transferors agree to transfer the Equity to the
      Transferee and the Transferee agrees to acquire the Equity from the
      Transferors. Subject to any other agreements between the parties reached
      in accordance with this Agreement, the Transferee shall be entitled to
      fully exercise all rights attached in the Equity
since the Effective Date of this Agreement. The Transferors shall
ensure the consolidation of the financial statements of the Target Company
during the Interim Period. The Transferors should instruct the Target Company to
timely complete the required administrative procedures in China (including but
not limited to change of industrial and business registration) to ensure that
the Equity will be registered under the Transferee’s name on the Closing Date. 



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	3.2 	
      During the Interim Period, except as otherwise expressly
      provided in this Agreement or other amendments pursuant to written
      agreements between the Transferee and the Transferors, (for the avoidance
      of doubt, , these amendments shall not affect the consolidation of
      financial statements of the Target Company by the Transferee), the
      Transferee shall have all the rights and obligations relevant to the
      Equity transferred. From the Closing Date, the Transferee is the
      legitimate owner of the Equity, except as otherwise expressly provided in
      this Agreement, the Transferee has all the rights and obligations relevant
      to the Equity transferred, the Transferors shall no longer have any rights
      or obligations relevant to the Equity transferred.



ARTICLE IV ACQUISITIONS 

	4.1 	The Transferee agrees to pay RMB ¥4,410,000Yuan
      in cash as the purchase price to acquire 1.26 million of shares of the
      Target Company held by the Transferors. 
	 	 
	4.2 	For the avoidance of doubt, the parties further
      confirm: the above said purchase price is subject to the following
      conditions: the Targeted Company’s net profit after tax of 2010 (according
      to the GAAP rules in China and Article VII of this Agreement) is no less
      than RMB ¥37.50 million Yuan and net profit after tax of 2011 (according
      to the GAAP rules in China and Article VII of this Agreement) is no less
      than RMB ¥46.88 million Yuan. 



	4.3 	For the avoidance of doubt, the parties further
      confirm: the issuance of the financial results set forth in Section 4.2
      shall be no later than the date of required auditing date of the Target
      Company according to Chinese laws, regulations and accounting standards.
    
	 	 
	4.4 	The Transferors and the Transferee further
      confirm: if the Transferors disagree with the audited financial results of
      the Target Company issued by the certified public accounting firm hired by
      the Target Company, the Transferors and the Transferee shall jointly hire
      an independent accounting firm to audit the financial results of the
      Target Company in accordance with Chinese accounting standards and of
      Article VII of this Agreement. The audit report issued by such independent
      accounting firm shall supersede the report issued by the accounting firm
      hired by the Target Company. 


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ARTICLE V PRICE FOR THE TRANSFER OF EQUITY 

	5.1 	
      Equity: 1,260,000 (one million and twenty six thousand)
      shares of the Targeted Company.

	 	 
	5.2 	
      Determination of the transfer price of the
  Equity:




	 	5.2.1 	
      The Transferee shall pay RMB ¥4,410,000 Yuan as the
      acquisition price to the Transferors.

	 	 	 
	 	5.2.2 	
      The amount of purchase price paid to each of the
      Transferors is set forth in Appendix I to this
Agreement.



ARTICLE VI TRANSFER PRICE PAYMENT 

	6.1 	
      The Transferee agrees to accept RMB ¥4,410,000 Yuan as
      the acquisition price for 1.26 million shares of the Targeted
    Company.

	 	 
	6.2 	
      Since the effective date of this Agreement, within one
      week, the Transferors shall designate an account for the one-time payment
      equal to 40% of the total amount of acquisition price, that is , RMB
      1,764,000Yuan. The Transferors shall provide the receipt of the payment
      within three working days.

	 	 
	6.3 	
      Subject to Section 4.2, the Transferee shall, within two
      weeks after the issuance of the audit report of the Target Company’s 2010
      net profit which is no less than RMB 37.5 million, pay RMB 1,323,000 yuan
      to the designated account. The Transferors shall provide the receipt of
      the payment within three working days.

	 	 
	6.4 	
      Subject to Section 4.2, the Transferee shall, within two
      weeks after the issuance of the audit report of the Target Company’s 2011
      net profit which is no less than RMB 46.88 million, pay RMB 1,323,000 yuan
      to the designated account. The Transferors shall provide the receipt of
      the payment within three working days.

	 	 
	6.5 	
      For the purpose of this Agreement and the transactions
      contemplated in this Agreement, each party shall bear its own risk of
      adverse tax consequences caused by this Agreement and the transactions
      contemplated in this Agreement and pay related
taxes.



ARTICLE VII REVENUE RECOGNITION PRINCIPLE 

	7.1 	
      Commodity Marketing



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The Target Company has transferred the main risks and rewards
of commodity on ownership to purchasers. It does not either remain any
continuous management rights usually related to ownership of goods, nor the
effective control over the goods sold. Amounts of revenue can be reliably
measured. Related economic benefits are likely to flow into the enterprise. When
relevant cost occurred or being occurred can be reliably measured, recognition
of operating income can be achieved. 

	7.2 	
      Rendering of Services



Recognition of revenue from rendering of services can be
achieved by using percentage of completion method, for results of services
rendered on the date of balance sheets can be reliably estimated. The progress
of the completion of rendering of services transactions can be determined
according to the actual situation by using any of the methods provided as below:


	Measurements of the work have been finished.
  
	The services already provided account for the proportion of the total
  services to be provided.
  
	The cost already occurred for the proportion of the total cost to be
  estimated. 


The total revenue of rendering of services can be determined in
accordance with payment from service receivers of contracts’ and agreements’
values received or receivable, except for the received or receivable contract or
agreement prices which are not fair. The amount of revenue of current provision
of services can be determined by total revenue of services rendered on the date
of balance sheet timing completed process which should be decreased by the
amount of revenue of rendered services determined accumulatively before during
the accounting period. 

In case that results of services rendered can not be reliably
estimated at the date of balance sheets, thereafter dealing respectively as
bellow: 

The labors costs occurred are expected to receive compensation,
the revenue of rendered services of which can thereafter be determined in
accordance with the amount of service cost occurred, and also as the same amount
of carry-over labor costs. 

The labor costs occurred are not expected to receive any
compensation, which can thereafter be accounted as current profit and loss and
revenue of rendered services can not be determined. 

	7.3 	
      Transferable Right to Use the
Asset



The associated economic benefits may flow into the enterprise,
in case that the amount of revenue can be reliably measured, thereafter the
revenue amount from transferring the right to use the asset can be determined as
bellow: 

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Interest income amount shall be determined by calculating the
time when others use the corporate currency funds and the real interest rate.


The amount of using fees shall be determined by calculating the
charging times and methods stipulated in relevant contract or agreement. 

	7.4 	
      Construction Contracts



If the outcome of a construction contract can be estimated
reliably, enterprises can determine contract revenue and costs at the date of
balance sheet according to the percentage of completion method. 

If the outcome of a construction contract can not be reliably
estimated, they can be differentiated as the following circumstances: 

(1)    In case that contract costs is
recoverable, contract revenue can be determined in the accordance with the
actual contract costs recoverable, contract costs should be recognized as an
expense occurred in the current period. 

(2)    Contract costs which are not recoverable
shall not immediately be determined as cost at the time when it occurs, which
shall not be determined as income. 

If the estimated total contract costs will exceed the estimated
total contract revenue, the expected loss would be immediately recognized as
current period costs. 

	7.5 	
      Settlement Accounts Receivables



The Target Company in accordance with previous years the same
or similar, with similar credit risk characteristics of the receivables
portfolio (i.e, aging combination) based on the actual loss rate, according to
Chinese Accounting Standards actual situation of persons and companies to
determine the following receivables combination of the proportion of bad debt
provisioning: 


	Aging 	Accruing proportion 
	Less than 1 year (including 1 year)
	0% 
	1-2
      years (including 2 years) 	5% 
	2-3 years (including 3 years) 	10% 
	3-4
      years (including 4 years) 	30% 
	4-5 years (including 5 years) 	50% 
	More than 5 years 	100% 




	7.6 	
      Exclusive of Income



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Determination of revenue committed as profits should not
include any non-operational and non-repeatable income, such as income through
mergers and acquisitions. 

ARTICLE VII REPRESENTATIONS AND WARRANTIES 

	8.1 	
      The Transferors make the following representations and
      warranties to the Transferee:




	 	8.1.1 	The Transferors have the power to sign this
      Agreement, and the Transferors have obtained all necessary authorization
      and completed internal approval procedures to execute this Agreement;
  
	 	 	 
	 	8.1.2 	The transfer of the Equity to the Transferee is
      in compliance with the relevant Chinese laws and regulations and does not
      violate any laws, regulations and relevant provisions of other government
      authorities, and does not violate any agreements signed with any third
      parties by the Transferors and the Target Company; 
	 	 	 
	 	8.1.3 	The Transferors have fulfilled all its
      obligations for the transfer of the Equity by the date of this Agreement.
    
	 	 	 
	 	8.1.4 	from the date of this Agreement until the
      Closing Date, there is no and there will not be any form of security
      interests such as pledge or lien, or any claim of ownership or security
      interest by a third party over any rights of the Equity; 
	 	 	 
	 	8.1.5 	Pending the completion of equity transfer,
      unless the Transferee consents in writing in advance:




	 	 	a. 	The Target Company shall maintain normal
      business activities; 
	 	 	 	 
			b. 	The Target Company's assets and financial
      situation can not be materially changed 
	 	 	 	 
			c. 	The Target Company does not allocate its
      investment income to the Transferee 
	 	 	 	 
			d. 	The Target Company will not change its
      shareholding structure and articles of association 
	 	 	 	 
			e. 	The amount and structure of the Target
      Company's assets are not undergone any material changes; and 
	 	 	 	 
			f. 	the Transferors will take best efforts to
      prevent the Target Company's operations from being affected by any adverse
      impacts. 



	8.2 	The Transferee makes the following
      representations and warranties to the Transferors: 


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		8.2.1 	The Transferee has the power to execute this
      Agreement and has obtained all proper authorization and competed internal
      approval procedures to execute this Agreement; 
	 	 	 
		8.2.2 	The representative signing this Agreement has
      been duly authorized and has the right to sign this Agreement on behalf of
      the Transferee; 
	 	 	 
		8.2.3 	the Equity transfer from the Transferor in
      accordance with this Agreement does not to violate any laws, regulations
      and relevant rules from other government departments, or any agreements
      signed by the Transferee with any other third parties; 
	 	 	 
		8.2.4 	to pay full price of the transfer of Equity to
      the Transferors in accordance with the provisions of this Agreement.

	 	 	 
		8.2.5 	to take all rights and obligations in
      connection with the Equity upon the execution of this Agreement by the
      parties 
	 	 	 
		8.2.6 	From the date of this Agreement to December 31,
      2011, the Transferee and its affiliates, and its respective shareholders
      meeting, board of directors will not take any actions that may result in
      material adverse impact on the operation of the Target Company.
  



	8.3 	
      Parties to the Agreement guarantee mutually that all of
      their respective representations and warranties made to each other are
      true and complete without any false, misleading, or material
    omission.



ARTICLE IV THE TRANSFERORS’ RIGHTS AND OBLIGATIONS 

	9.1 	
      The Transferors, in accordance with the provisions of
      this Agreement, are responsible for timely completion of all the
      examination and approval procedures required for the transfer of equity
      stipulated in this Agreement. The Transferor shall promptly notify the
      Transferee should there be any extension of that period.

	 	 
	9.2 	
      The Transferors, after the execution of this Agreement,
      shall show the Transferee, per the Transferee’s request, to access the
      legal documents, application files and other documents produced for the
      completion of the equity transfer under the provision of the Agreement and
      related matters.

	 	 
	9.3 	
      The Transferors shall request the Transferee to pay the
      consideration to the Transferors for the Equity in accordance with
      provision of this Agreement;

	 	 
	9.4 	
      In accordance with the Company Law and the procedures set
      forth in the articles of association of the Target Company, the Transferors
shall support and ensure the Transferee, after the Transferee has purchased the
Equity, to enjoy all the legal rights and interests of the Equity transferred as
a shareholder, provide reasonable assistance to the Transferee for its exercise
of these above-mentioned rights. The Transferors are responsible for the all
necessary registration for the Equity transfer. 



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	9.5 	
      The Transferors make the representation and warranty to
      the Transferee that the execution and implementation of this Agreement
      shall not violate any Chinese laws, rules, and various effective
      regulations. The Transferors have not signed and will not sign any
      contracts or agreements or make any commitment or take any actions with
      any form that may limit or prohibit the Transferors from executing and
      implementing this Agreement.

	 	 
	9.6 	
      The Transferors have truthfully informed the Transferee
      of the financial position, credit and debt situation of the Targeted
      Company.



ARTICLE X THE TRANSFEREE’S RIGHTS AND OBLIGATIONS 

	10.1 	
      The Transferee has confirmed its consent pursuant to the
      terms and conditions stipulated in this Agreement and the Appendix to this
      Agreement to purchase the Equity , and pay the consideration in accordance
      with the terms and conditions stipulated in this Agreement and the
      provisions of the Appendix to this Agreement;

	 	 
	10.2 	
      The Transferee shall issue timely all documents and
      resolutions required by laws for the completion of the equity transfer in
      accordance with provisions of this Agreement;

	 	 
	10.3 	
      The Transferee, after the execution of this Agreement and
      the completion of the amendment to the industrial and business
      registration, shall, as a shareholder of the Target Company, receive all
      the rights and obligations stipulated in the articles of association of
      the Target Company.

	 	 
	10.4 	
      The Transferee makes the representation and warranty that
      the execution and implementation of this Agreement will not violate the
      Chinese laws, regulations, and otherwise effective rules. The Transferee
      shall refrain from requesting any actions from the Transferors that may
      violate Chinese laws, regulations, and otherwise effective
  rules.



ARTICLE XI THE EFFECTIVE CONDITIONS OF THE AGREEMENT 

	11.1 	Subject to the satisfaction of the
      following conditions, the agreement can be effectively signed by the
      parties: 
	
	 	 	 
	    	(1)	The Agreement has formally been
      signed by the parties; 
	 	 	 
	    	(2) 	The boards of directors of the
      Transferee and its affiliated company have already approved the execution and implementation of this
Agreement. 


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	11.2 	
      After the execution of this Agreement, the parties shall
      act based on the principle of good faith and take their best efforts to
      complete, as soon as possible, any actions necessary to effectuate the
      transfer the Equity under this Agreement, including but not limited to the
      execution or cause any third person to execute any documents or
      application forms, or obtain any related approval, consent or permission,
      or complete any relevant filings or public
announcement.



ARTICLE XII CONFIDENTIALITY CLAUSE 

	12.1 	
      Parties of this Agreement should keep strictly
      confidential the confidential information such as information obtained
      from singing and implementing this Agreement, including but not limited to
      the provisions of this Agreement, and other confidential information on
      the negotiation of this Agreement, trade and operational secretes of
      either party of this Agreement, which shall not be disclosed to a third
      party without the consent of the other party (except for the information
      that is required to be disclosed by the Transferee, as a listed company,
      under applicable laws).

	 	 
	12.2 	
      Any party of this Agreement, who needs to disclose
      required by applicable laws, shall consult with the other party, before
      disclosing or submitting the information, by giving a reasonable notice,
      and if the other party requires, the party, who needs to needs to disclose
      and summit any of the abovementioned information, should, whenever
      possible, seek confidential treatment to the relevant
  information;

	 	 
	12.3 	
      This Article shall survive and remain effective after the
      termination of this Agreement without any time
  limitation.



ARTICLE XIII LIABILITY FOR BREACH 

	13.1 	
      In case that any party to this Agreement has any of the
      following circumstances occurs, the party constitutes a breach of this
      Agreement:




	 	(1) 	
      Violating any of obligation of the provisions of this
      Agreement,

	 	 	 
	 	(2) 	
      Violating any commitment of the provisions of this
      Agreement;

	 	 	 
	 	(3) 	
      Any statement or guarantee made in this Agreement is
      inconsistent with the facts or misleading (regardless in good faith or bad
      faith).




	13.2 	
      If the case of any of abovementioned violation of this
      Agreement occurs, the observant party has the right to request the
      defaulting party to take remedial actions within 30 days; if the
      defaulting party fails to make corrections within such period of time, the
      observant party has the right to terminate this Agreement and to claim
      damages against the defaulting party.



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	13.3 	
      Parties to this Agreement have mutual commitments that,
      without prejudice to any party to have the right to claim compensation
      from the defaulting party for breach of its commitments, guarantees and
      obligations set forth in this Agreement, the defaulting party shall, upon
      request by the observant party, pay damages to the observant party as
      follows:




	 	(1) 	
      A certain amount of money, so that the observant party
      could recover to the position before the defaulting party’s
  breach;

	 	 	 
	 	(2) 	
      Direct or indirect costs and expenses incurred by the
      observant party due to the defaulting party’s breach (including but not
      limited to, reasonable attorney’s fees, arbitration costs and litigation
      fees).



ARTICLE XIV CHANGES AND TERMINATION OF THE AGREEMENT 

	14.1 	
      This Agreement may be amended or terminated in a written
      instrument signed by the parties. If the provisions in the amendment are
      inconsistent with the provisions this Agreement, the provisions in the
      amendment shall prevail.



ARTICLE XV FORCE MAJEURE CLAUSE 

	15.1 	After the conclusion of this Agreement, force majeure such
      as earthquake, typhoon, flood, war, strike, the national trade policy
      adjustments, government action and other unforeseen and unavoidable acts,
      directly affects the performance of this Agreement or makes it unable to
      fulfill the conditions under this Agreement, the party that comes across
      force majeure, shall immediately notify the other party to the accident in
      writing; in accordance with the degree of influence of this Agreement
      caused by force majeure, the parties is to negotiate to lift, change or
      delay the implementation of this Agreement. 


ARTICLE XVI MISCELLANEOUS 

	16.1 	
      For the issues not covered in this Agreement, the parties
      agree to resolve in the form of supplemental agreements. Any supplemental
      agreement relating to this Agreement will become an integral part of this
      Agreement, and has the same legal effect with this Agreement. If any
      section, term or provision of this Agreement shall to any extent be held
      or determined to be invalid or unenforceable, the remaining sections,
      terms and provisions shall nevertheless continue in full force and effect.
      No waiver of any default with respect to any provision, condition or
      requirement of this Agreement shall be deemed to be a continuing waiver in
      the future or a waiver of any subsequent default or a waiver of any other
      provision, condition or requirement hereof, nor shall any delay or
      omission of any party to exercise any right hereunder in any manner impair
      the exercise of any such right.

	 	 
	16.2 	
      The governing law of this Agreement is the laws of the
      People’s Republic of China. Regarding to all disputes under this Agreement, the
parties should firstly resolve them through friendly consultation. If the
parties fail to reach an agreement within five working days, any party shall be
entitled to submit the dispute to Beijing Arbitration Commission for
arbitration. The arbitration is carried out in accordance with its then
applicable arbitration rules, and the arbitral award of which is final, binding
on the parties. During the arbitration, in addition to matters in dispute
submitted to arbitration, the parties shall continue to carry out other
provisions under this Agreement. 



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	16.3 	
      Without the prior written consent of other party, neither
      party shall make dispose, or otherwise transfer, or purport to make
      disposition all of, or any of its rights, interests, responsibilities or
      obligations under this Agreement.

	 	 
	16.4 	
      This Agreement constitutes the entire presentation and
      agreement between the parties, and supersedes all or any previous oral or
      written presentation, warranties, understandings and agreements. The
      parties agree and confirm that unless the Transferors and the Transferee
      otherwise agreed or otherwise after the signing of this Agreement to
      agree, any statement, representation or warranty, being not specified in
      this Agreement, shall not constitute the basis of this Agreement, which,
      therefore, cannot be used to determine the rights and obligations of the
      parties or to construe the terms and conditions of this
  Agreement.

	 	 
	16.5 	
      The notice required under this Agreement shall be made in
      writing in Chinese, and delivered by registered mail, fax or other
      electronic means of communication service. Notice is considered as
      delivered upon the arrival of the registered address of the recipient
      party. If sent by registered mail, the date of receipt on the return
      receipt by mail indicates the delivery date. While using fax to deliver
      the notice, the confirmation document printed by the fax machine is
      considered as the notice being delivered.

	 	 
	16.6 	
      This Agreement shall become effective upon the execution
      by the legal representatives from each party.

	 	 
	16.7 	
      This Agreement has eleven original copies, each of the
      Transferor shall hold one copy and the Transferee shall have three copies;
      each copy has the same legal effect.



(The remainder of this page is intentionally left blank!)


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IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed. 

The Transferors: 

Signature: /s/ Guo
Wang, /s/ Gang Wang, /s/ Yuxin Ke, /s/ Lijuan Guo,
/s/ Wanli Cheng, /s/ Yuntao Wu, /s/ Niao Wu, /s/ Qi
Wang 

Date of Signature: March 22, 2010 

The Transferee: China TransInfo Technology Group Co., Ltd


Signature: /s/ Shudong Xia


Date of Signature: March 22, 2010 

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