EXHIBIT 10O

                                 AUTOINFO, INC.
                          6413 Congress Ave, Suite 240
                            Boca Raton, Florida 33487

                                                                 January 5, 2006

Kinderhook Partners, LP
1 Executive Drive, Suite 160
Fort Lee, NJ 07024

Vinodray R. Shah
50 Hilltop Road
Longmeadow, MA  01106

This letter constitutes an agreement between Kinderhook  Partners,  LP, Vinodray
Shah  and/or  their  affiliates  (each  a  "Purchaser"  and  collectively,   the
"Purchasers") and AutoInfo, Inc. ("AutoInfo" or the "Company").

1. AutoInfo  acknowledges  that the  Purchasers  have agreed to buy from certain
stockholders of the Company who are signatories hereto (individually, a "Seller"
and collectively, the "Sellers") up to 1,000,000 shares of AutoInfo common stock
(the  "AutoInfo  Shares")  pursuant to a Stock  Purchase  Agreement of even date
herewith.  AutoInfo  further  acknowledges  that it is a condition  to the Stock
Purchase  Agreement  that  the  Company  enter  into  this  agreement  with  the
Purchasers and that  transactions  contemplated by the Stock Purchase  Agreement
are in the best interests of the Company.

2. AutoInfo represents and warrants:

(a) it is duly organized,  validly  existing and in good standing under the laws
of its jurisdiction of organization, and is duly qualified to do business and is
in good standing in each jurisdiction in which such qualification is required by
law;  except where the failure to so qualify  would not have a material  adverse
effect on the Company;

(b) it has the  corporate  power and  authority  to own or hold under  lease the
properties  it purports to own or hold under lease and to transact  the business
it transacts;

(c) it has the full right,  power and authority to enter into this agreement and
perform the transactions contemplated hereunder;

(d) this  agreement  has been duly  executed and delivered on behalf of AutoInfo
and  constitutes  the valid and binding  obligation of AutoInfo,  enforceable in
accordance with its terms;

(e) the execution,  delivery and performance of this  agreement,  and compliance
with the provisions hereof by AutoInfo, do not and will not, with or without the
passage of time or the giving of notice or both,  (i) violate any  provision  of
law, statute,  ordinance,  rule or regulation or any ruling,  writ,  injunction,
order,  judgment  or  decree  of  any  court,  administrative  agency  or  other
governmental body, or (ii) result in any breach of any of the terms,  conditions
or  provisions  of,  or  constitute  a  default  (or give  rise to any  right of
termination, cancellation or acceleration) under

<PAGE>

any note, indenture,  mortgage or lease, or any other material contract or other
instrument,  document or agreement,  to which AutoInfo is a party or by which it
or any of its property is bound or affected;

(f)  AutoInfo  is not a party to,  subject to or bound by any  agreement  or any
judgment,  order, writ, prohibition,  injunction or decree of any court or other
governmental  body  which  would  prevent  the  execution  or  delivery  of this
agreement;

(g) all consents,  approvals or authorizations of, or registrations,  filings or
declarations  with,  any  governmental  authority,  stock  exchange  or  market,
AutoInfo's board of directors and shareholders, or any other person, required in
connection with the execution, delivery and performance of this agreement or the
transactions  contemplated hereby have been obtained by AutoInfo and are in full
force and effect; and

(h) there are no actions, investigations,  demands, suits or proceedings pending
or threatened against or affecting AutoInfo, or affecting the rights of AutoInfo
to enter into this agreement or consummate the transactions contemplated hereby.

3. AutoInfo covenants and agrees as follows:

(a) to file a  registration  statement  on or before March 31, 2006 (the "Filing
Date") on Form SB-2, or such other form that is appropriate, covering the resale
of the AutoInfo Shares (the "Registrable  Securities").  AutoInfo will cause the
registration  statement  to become  effective  on or before  June 30,  2006 (the
"Effectiveness  Date");  provided that, if (1) the registration statement is not
filed  by the  Filing  Date,  (2) the  registration  statement  is not  declared
effective  by  the  Effectiveness  Date,  or (3)  prior  to the  time  that  the
Registrable  Securities  may be resold  pursuant to Rule 144,  the  registration
statement shall cease to be available for use by the Purchasers due to the fault
of  AutoInfo  (including,  without  limitation,  by  reason of a stop  order,  a
material  misstatement  or  omission  in  such  registration  statement  or  the
information  contained in such  registration  statement having become outdated),
then each Seller shall pay to the Purchasers an amount equal to one percent (1%)
of the purchase price paid to such Seller for the AutoInfo  Shares  purchased by
the Purchasers.  Thereafter, for every 30 days that pass during which any of the
events described in clauses (1), (2), and (3) above is continuing (the "Blackout
Period"),  each Seller shall pay to the Purchasers an additional amount equal to
one percent  (1%) of the  purchase  price paid to such  Seller for the  AutoInfo
Shares  purchased by the Purchasers.  Each such payment shall be due within five
(5) days of the end of each  calendar  month of the  Blackout  Period  until the
termination  of the  Blackout  Period  and  within  five  (5)  days  after  such
termination.  Such payments shall be in partial  compensation to the Purchasers,
and shall not constitute the Purchasers'  exclusive remedy for such events.  The
Blackout  Period  shall  terminate  upon  (x)  the  filing  of the  registration
statement  in the case of clause (1)  above;  and (y) the  effectiveness  of the
registration statement in the case of clauses (2) and (3) above. Notwithstanding
anything  to  the  contrary  contained  in  this  Agreement,   provided  that  a
registration  statement  covering the Registrable  Securities has been filed and
declared  effective,  no amounts shall be due and payable to the Purchasers as a
result of blackout  periods  imposed by the Company due to (i) the Company being
involved  in  a  confidential   proposed  transaction   involving  a  merger  or
acquisition,  purchase or sale of assets,  contractual agreement or negotiations
therefor,  (ii) an imminent public  announcement by the Company of an updated or
new product or  technology  or (iii) the  financial  statements  included in the
prospectus  covering  the  Registrable  Securities  requiring  updating  and the
required  annual audited  financial  statements not being  available;  provided,
however, that such

<PAGE>

blackout  periods shall not exceed thirty (30) trading days in the aggregate per
year nor more than twenty (20) consecutive calendar days.

(b) if at any time prior to the two year  anniversary of the date the Purchasers
acquire the  Registrable  Securities,  AutoInfo or any  shareholder  of AutoInfo
proposes to register any of its common stock or any securities  convertible into
common stock under the Securities Act of 1933 (the "Securities Act") (other than
pursuant to an offering of securities in  connection  with an employee  benefit,
share  dividend,  share  ownership  or dividend  reinvestment  plan) and (a) the
Registrable  Securities  are  not  then  covered  by an  effective  registration
statement,  and (b) the registration form to be used may be used by AutoInfo for
the  registration  of the  Registrable  Securities,  AutoInfo  shall give prompt
written  notice to the Purchasers of its intention to effect such a registration
(each  a  "Piggyback  Notice")  and,  shall  include  in such  registration  all
Registrable  Securities  with respect to which  AutoInfo  has  received  written
request from the Purchasers for inclusion therein within ten (10) days after the
date of sending the  Piggyback  Notice  (the  "Piggyback  Registration")  to the
Purchasers.

(c) in connection  with any  registration,  AutoInfo will, as  expeditiously  as
possible:

      (i) prepare and file with the  Securities  and  Exchange  Commission  (the
"Commission")  a registration  statement with respect to such securities and use
its best  efforts  to cause  such  registration  statement  to become and remain
effective for a period of time required for the  disposition of such  securities
by the Purchasers;

      (ii) prepare and file with the Commission  such amendments and supplements
to such registration  statement and the prospectus used in connection  therewith
as may be necessary to keep such registration  statement effective and to comply
with the  provisions  of the  Securities  Act with  respect to the sale or other
disposition of all securities  covered by such registration  statement until the
such time as all of such securities have been disposed of;

      (iii)  furnish  to the  Purchasers  such  number  of  copies  of a summary
prospectus  or  other  prospectus,   including  a  preliminary  prospectus,   in
conformity  with  the  requirements  of  the  Securities  Act,  and  such  other
documents, as the Purchasers may reasonably request;

      (iv)  register  or qualify  the  securities  covered by such  registration
statement  under such other  securities  or blue sky laws of such  jurisdictions
within the United  States and Puerto  Rico as the  Purchasers  shall  reasonably
request  (provided,  however,  that it shall not be  obligated  to  qualify as a
foreign  corporation to do business under the laws of any  jurisdiction in which
it is not then qualified or to file any general  consent to service or process),
and do such other  reasonable acts and things as may be required of it to enable
the  Purchasers  to  consummate  the  disposition  in such  jurisdiction  of the
securities covered by such registration statement;

      (v)  notify the  Purchasers  at any time when the  Registration  Statement
contains an untrue statement of a material fact or omit to state a material fact
required to be stated  therein or necessary to make the  statements  therein not
misleading in light of the  circumstances  then existing,  and at the request of
the Purchasers,  prepare and furnish to such person(s) such reasonable number of
copies of any amendment or supplement  to the  Registration  Statement as may be
necessary so that,  as  thereafter  delivered to the  purchasers of such shares,
such Registration Statement shall not include any untrue statement of a material
fact or omit to state a material fact required to be stated therein or necessary
to make the statements therein not misleading in light of the circumstances then
existing;

<PAGE>

      (vi) keep the  Purchasers  informed of the Company's  best estimate of the
earliest  date on which  the  offering  documents  will  become  effective,  and
promptly  notify  the  Purchasers  of (A) the  effectiveness  of  such  offering
documents,  (B) a request by the  Commission  for an amendment or  supplement to
such  offering  documents,  (C)  the  issuance  by the  Commission  of an  order
suspending the effectiveness of the offering documents,  or of the threat of any
proceeding for that purpose,  and (D) the suspension of the qualification of any
securities to be included in the offering documents for sale in any jurisdiction
or the initiation or threat of any proceeding for that purpose;

      (vii) cause all Registrable  Securities  registered hereunder to be listed
on each securities  exchange on which similar  securities  issued by the Company
are then listed; and

      (viii)  not less  than  three  business  days  prior to the  filing of the
Registration  Statement or any amendment or supplement  thereto  (including  any
document  that would be  incorporated  or deemed to be  incorporated  therein by
reference),  the Company shall furnish to the  Purchasers and its counsel copies
of all such documents  proposed to be filed,  which documents  (other than those
incorporated  or deemed to be  incorporated by reference) will be subject to the
reasonable review and comment of the Purchasers and their counsel.

(d) all  registrations  (piggyback or otherwise)  made by the Purchasers will be
made  solely  at  AutoInfo's   expense,   other  than  (x)  the   underwriters',
broker-dealers'  and placement agents' selling  discounts,  commissions and fees
relating to the sale of the Purchasers'  securities,  (y) any costs and expenses
of counsel, accountants or other advisors retained by the Purchasers and (z) all
transfer,  franchise,  capital stock and other taxes, if any,  applicable to the
Purchasers'  securities  (collectively,  "Purchasers'  Expenses") which shall be
paid by the Purchasers.

(e) In the event of any  registration  of any Registrable  Securities  under the
Securities Act pursuant to this agreement,  the Company shall indemnify and hold
harmless the holder of such Registrable Securities,  such holder's directors and
officers,  and each  other  person  who  participated  in the  offering  of such
Registrable  Securities and each other person,  if any, who controls such holder
or such  participating  person within the meaning of the Securities Act, against
any losses,  claims,  damages or  liabilities,  joint or several,  to which such
holder or any such director or officer or  participating  person or  controlling
person may become  subject under the  Securities  Act or any other statute or at
common law, insofar as such losses,  claims,  damages or liabilities (or actions
in respect  thereof) arise out of or are based upon (i) any untrue  statement or
any alleged untrue  statement of any material fact  contained,  on the effective
date thereof,  in any  registration  statement  under which such securities were
registered  under  the  Securities  Act,  any  preliminary  prospectus  or final
prospectus  contained therein, or any amendment or supplement thereto,  (ii) any
omission or any alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements  therein not  misleading,  or
(iii) any other violation of any applicable  securities laws, and in each of the
foregoing circumstances shall reimburse such holder or such director, officer or
participating  person or controlling  person for any legal or any other expenses
reasonably  incurred by such holder or such director,  officer or  participating
person or controlling  person in connection with  investigating or defending any
such loss,  claim,  damage,  liability or action;  provided,  however,  that the
Company  shall not be liable in any such case to the extent  that any such loss,
claim,  damage or liability arises out of or is based upon any actual or alleged
untrue  statement  or  actual  or  alleged  omission  made in such  registration
statement,

<PAGE>

preliminary  prospectus,  prospectus or amendment or supplement in reliance upon
and in  conformity  with  written  information  furnished to the Company by such
holder  specifically for use therein.  Such indemnity shall remain in full force
and effect regardless of any  investigation  made by or on behalf of such holder
or such director,  officer or participating  person or controlling  person,  and
shall survive the transfer of such securities by such holder.

(f) In the event of any  registration  of any Registrable  Securities  under the
Securities  Act  pursuant  to  this   Agreement,   each  holder  of  Registrable
Securities,  by  acceptance  hereof,  agrees to indemnify  and hold harmless the
Company,  its directors and officers and each other person, if any, who controls
the  Company  within the  meaning  of the  Securities  Act and any other  holder
against any losses, claims,  damages or liabilities,  joint or several, to which
the  Company  or any such  director  or  officer  or any such  person may become
subject under the Securities Act or any other statute or at common law,  insofar
as such losses,  claims,  damages or liabilities (or actions in respect thereof)
arise out of or are based upon (i) any untrue  statement  or any alleged  untrue
statement of any material fact contained,  on the effective date thereof, in any
registration  statement under which such  securities  were registered  under the
Securities  Act,  any  preliminary  prospectus  or  final  prospectus  contained
therein,  or any  amendment or supplement  thereto,  or (ii) any omission or any
alleged  omission to state therein a material fact required to be stated therein
or necessary to make the statements  therein not misleading,  but in either case
only to the  extent  that  such  untrue  statement  or  omission  is (A) made in
reliance on and in conformity with any information  furnished in writing by such
holder to the Company  concerning such holder  specifically for inclusion in the
offering documents  relating to such offering,  and (B) is not corrected by such
holder and distributed to the purchasers of shares within a reasonable period of
time.  Notwithstanding  the  provisions  of this  paragraph,  no holder shall be
required to indemnify  any person  pursuant to this  paragraph or to  contribute
pursuant  to  paragraph  (g) below in an  amount in excess of the  amount of the
aggregate  net  proceeds  received  by such holder in  connection  with any such
registration under the Securities Act.

(g) If the  indemnification  provided for above from the  indemnifying  party is
unavailable to an indemnified party hereunder in respect of any losses,  claims,
damages,  liabilities  or expenses  referred to therein,  then the  indemnifying
party, in lieu of indemnifying such indemnified  party,  shall contribute to the
amount  paid or payable by such  indemnified  party as a result of such  losses,
claims, damages, liabilities or expenses in such proportion as is appropriate to
reflect the relative fault of the indemnifying party and indemnified  parties in
connection  with the actions  which  resulted in such losses,  claims,  damages,
liabilities or expenses, as well as any other relevant equitable considerations.
The relative fault of such indemnifying  party and indemnified  parties shall be
determined by reference to, among other things,  whether any action in question,
including any untrue or alleged untrue  statement of a material fact or omission
or alleged  omission to state a material  fact,  has been made by, or relates to
information supplied by, such indemnifying party or indemnified parties, and the
parties'  relative intent,  knowledge,  access to information and opportunity to
correct  or prevent  such  action.  The  amount  paid or payable by a party as a
result of the losses,  claims,  damages,  liabilities  and expenses  referred to
above shall be deemed to include any legal or other fees or expenses  reasonably
incurred by such party in connection with any  investigation or proceeding.  The
parties  hereto agree that it would not be just and  equitable  if  contribution
pursuant to this  paragraph  were  determined  by pro rata  allocation or by any
other  method  of  allocation  which  does not  take  account  of the  equitable
considerations   referred   to   above.   No   person   guilty   of   fraudulent
misrepresentation (within the meaning of Section 11(f) of

<PAGE>

the Securities  Act) shall be entitled to  contribution  from any person who was
not guilty of such fraudulent misrepresentation.

(h) In order to permit the  Purchasers to sell the  Registrable  Securities,  if
they so desire,  pursuant to any applicable  resale  exemption under  applicable
securities laws and regulations, AutoInfo shall:

      (i) comply with all rules and  regulations of the Commission in connection
with use of any such resale exemption;

      (ii) make and keep  available  adequate  and  current  public  information
regarding the Company; and

      (iii) file with the Commission in a timely  manner,  all reports and other
documents required to be filed under the Securities Act, the Securities Exchange
Act of 1934  (the  "Exchange  Act"),  or other  applicable  securities  laws and
regulations.  All rights of the Purchasers under this paragraph 3 shall inure to
the benefit of the  Purchasers'  successors and assigns,  provided that any such
successor  or assign  obtains  Registrable  Securities  in  compliance  with all
applicable laws.

4. The  representations  and  warranties  of each party  contained  herein shall
survive  the  execution  and  delivery  of  this  agreement.  Each  party  shall
indemnify,  defend  and hold  harmless  the other  party  from and  against  all
liabilities,  losses,  and  damages,  together  with all  reasonable  costs  and
expenses related thereto (including,  without limitation,  reasonable legal fees
and  expenses)  based upon or  arising  out of any  inaccuracy  or breach of any
representation and warranty or covenant contained herein.

5. Each party hereto  agrees to take,  or cause to be taken,  from and after the
date hereof,  such further actions to execute,  deliver and file, or cause to be
executed,  delivered and filed, such further documents and instruments as may be
necessary in order to fully  effectuate  the purposes,  terms and  conditions of
this agreement.

6. This agreement shall be governed by the laws of the State of New York without
giving effect to choice of law principles. Any provision of this agreement which
is illegal,  invalid,  prohibited or unenforceable in any jurisdiction shall, as
to  such  jurisdiction,  be  ineffective  to  the  extent  of  such  illegality,
invalidity,  prohibition or unenforceability  without  invalidating or impairing
the remaining  provisions  hereof or affecting the validity or enforceability of
such provision in any other  jurisdiction.  This agreement shall bind each party
and his or her successors and assigns.  This agreement may be modified only with
the written consent of all of the parties hereto. This agreement may be executed
in any number of counterparts and all counterparts  shall be construed  together
and shall constitute one and the same instrument.

Kinderhook Partners, LP


By: /s/ Stephen Clearman
    ------------------------------
Stephen Clearman, Managing Partner


/s/ Vinodray R. Shah
    ------------------------------
Vinodray R. Shah

<PAGE>

AutoInfo, Inc.


By: /s/ Harry Wachtel
    ------------------------------
Harry Wachtel, President

The following individuals join in this
Agreement   with   respect   to  their
respective  payment   obligations  set
forth in Section 3 hereof.


/s/ Harry Wachtel
----------------------------------
Harry Wachtel


/s/ William Wunderlich
----------------------------------
William Wunderlich