Unassociated Document


    Exhibit
      10.1

    


    EMPLOYMENT
      AGREEMENT

    


    This
      Agreement is made effective as of the 1st
      day of
      January, 2008 (the “Effective
      Date”),
      by and
      between China TransInfo Technology Corp., a Nevada corporation, (the
“Company”),
      and
      Zhihai Mao, an individual (the “Employee”).
      

     

    WHEREAS,
      the
      Company has made an offer of employment to the Employee, and the Employee has
      accepted such offer of employment on the terms and conditions set forth herein;
      and

     

    WHEREAS,
      Employee
      shall commence his employment with the Company on or about January 1, 2008,
      or
      at another mutually agreeable date; and

     

    WHEREAS,
      the
      parties hereto each recognize that, in the course of the Employee’s employment,
      the Employee has had and will have access to certain information that is
      confidential and proprietary to the Company, the disclosure of which would
      cause
      severe detriment to the Company and/or its affiliates; and

     

    WHEREAS,
      the
      parties desire to fix their respective rights and responsibilities as set forth
      in this Agreement.

     

    NOW,
      THEREFORE,
      in
      consideration of the premises and the mutual covenants, terms and conditions
      hereinafter set forth, and for other good and valuable consideration receipt
      of
      which is specifically acknowledged, the parties hereto hereby agree as
      follows:

     

    Section
      1. EMPLOYMENT

     

    The
      Company hereby employs the Employee, and the Employee hereby accepts employment,
      as Chief Financial Officer of the Company. 

     

    Section
      2. THE
      EMPLOYEE’S DUTIES

     

    a. The
      Employee hereby agrees to perform his duties faithfully and honestly on behalf
      of the Company and its affiliates and subsidiaries, including but not limited
      to
      Beijing PKU Chinafront High Technology Co. Ltd., and use his reasonable good
      faith efforts and ability on behalf of the Company to perform the duties of
      the
      Employee’s position and perform such duties and services as shall be specified
      and designated from time to time by the Chief Executive Officer. In performance
      of his duties, Employee shall report to the Chief Executive Officer.


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    b. The
      Employee’s duties shall include, without limitation, those customarily
      associated with the position of Chief Financial Officer of a software company.
      

     

    c. The
      Employee agrees that he shall, during the term of this Agreement, faithfully
      serve the Company as a full-time employee and devote his business time,
      attention and ability to his duties and responsibilities hereunder; provided,
      however,
      that
      nothing contained herein shall be construed to prohibit or restrict the Employee
      from serving in various capacities in community, civic, religious or charitable
      organizations or trade associations or leagues; or attending to passive personal
      business or investment matters; provided that no such service or activity
      permitted in this Section 2(c) shall individually or in the aggregate, either
      materially interfere with the performance by the Employee of his duties
      hereunder or give rise to any conflict of interest or the appearance of a
      conflict of interest with either the Company or any of its subsidiaries or
      affiliates.

     

    d. The
      Employee agrees to enter into the Employment Confidentiality and Inventions
      Agreement, a copy of which is attached as Exhibit
      1
      (the
“Confidentiality
      and Inventions Agreement”).
      

     

    e. The
      Employee agrees to observe and comply with all applicable domestic (federal,
      state, and local) and international laws. The Employee also agrees to comply
      with all lawful rules, regulations, policies and practices adopted by the
      Company and made generally applicable to all of the Company’s employees (or
      applicable to similarly situated employees), either orally or in writing, both
      as they now exist and as they may be duly adopted or modified from time to
      time,
      provided that in the event of a conflict between this Agreement or its
      attachments and such rules, regulations, policies, or practices, this Agreement
      shall govern and supersede the same.

     

    
      
        
        

      

      
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    Section
      3. COMPENSATION
      AND BENEFITS

     

    In
      consideration for all services rendered by the Employee to the Company and
      as
      consideration for the restrictive covenants referred to in Section 7 hereof,
      Company hereby agrees to pay compensation to the Employee as
      follows:

     

    a. During
      the term of this Agreement, commencing on the Effective Date, the Company shall
      pay to the Employee, in accordance with the normal payroll practices of the
      Company, a base salary (“Base
      Salary”)
      of
      seven hundred and fifty thousand Chinese Yuan (RMB 750,000.00) per annum. The
      Company shall make deductions and withholding from the amount payable to
      Employee as may be required by applicable international, federal, state or
      local
      laws. 

     

    b. In
      addition to the foregoing, on or about January 1, 2008, Employee will be granted
      nonstatutory stock options for the purchase of 200,000 shares of common stock
      (the “Shares”).
      The
      option’s exercise price will be equal to the fair market value of the Company’s
      common stock on
      the
      date of grant. The options shall vest in equal installments on a quarterly
      basis
      over a three-year period beginning on the grant date. The stock option grant
      shall be evidenced by a stock option agreement (the “Stock
      Option Agreement”)
      and
      the stock options will be subject to the terms and conditions of such Stock
      Option Agreement. 

     

    c. Employee
      is also eligible to participate in the Company’s executive bonus program
      pursuant to which bonuses are granted at the sole discretion of the Company’s
      Board of Directors, or, if applicable, a compensation committee established
      by
      the Board of Directors. Bonuses are not earned until the date they are paid
      and
      Employee must be an employee of the Company on the day bonuses are issued to
      receive any bonus. 

     

    Section
      4.  EXPENSES

     

    a. The
      Company shall reimburse the Employee for reasonable and necessary expenses
      incurred (i) in the ordinary course of conducting Company’s business and (ii) in
      accordance with policies established, from time to time, by the Company.


     

    b. The
      Employee shall submit expense reports accompanied by receipts or other
      appropriate substantiation for all items of business expenses for which
      reimbursement is sought. Expenses for which Employee is entitled to
      reimbursement as provided herein shall be reimbursed within two (2) weeks of
      the
      Employee’s submission but in no event shall the Employee be reimbursed later
      than the end of the year following the year in which any such expense is
      incurred. The amount of Executive’s expenses eligible for reimbursement during
      any taxable year will not affect the expenses eligible for reimbursement in
      any
      other taxable year. 

     

    
      
        
        

      

      
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    Section
      5. DURATION
      AND TERMINATION

     

    a. Unless
      terminated earlier as set forth below in Section 5(a), the Employee’s initial
      term of employment under this Agreement shall commence on the Effective Date
      and
      shall continue for three years (the “Initial
      Term”).
      During
      the Initial Term of Employment, Employee’s employment may only be terminated for
      the following reasons: 

     

    (1) Upon
      the
      death of the Employee, effective the date of Employee’s death; 

     

    (2) Ten
      (10)
      days after the date on which the Company shall have given the Employee written
      notice of the termination of his employment by reason of his physical or mental
      incapacity or disability on a permanent basis. For purposes of the Agreement,
      the Employee shall be deemed to be physically or mentally incapacitated or
      disabled on a permanent basis if he is unable to materially and/or substantially
      perform his duties, with or without reasonable accommodations, hereunder for
      a
      period exceeding two (2) consecutive months or for a period of four (4) months
      in any twelve (12) consecutive month period;

     

    (3) Immediately
      upon the date the Company gives the Employee written notice of the termination
      of his employment for “Cause”.
      For
      purposes of the Agreement, “Cause” shall mean (i) the conviction of the Employee
      of a crime involving a sentence of incarceration or of a felony with or without
      a sentence of incarceration; (ii) the commission of an act by the Employee
      constituting fraud, embezzlement or other material financial dishonesty against
      the Company, or of an act of moral turpitude which in the opinion of counsel
      to
      the Company would constitute a crime under the laws of the United States or
      China (or any of their state or local laws) and which, in case of any of the
      foregoing, in the good faith judgment of the Company, is likely to cause harm
      to
      the business of the Company, taken as a whole; (iii) the repeated refusal or
      failure by the Employee to use his reasonable and diligent efforts to follow
      the
      lawful and reasonable directives (in light of the terms of the Agreement) of
      the
      Chief Executive Officer or Board of Directors with respect to a matter or
      matters within the control of the Employee; (iv) Employee’s willful or gross
      neglect in carrying out his material duties and responsibilities under the
      Agreement; or (v) material breach by the Employee of any provision of this
      Agreement or the Confidentiality and Inventions Agreement, including any of
      the
      Restrictive Covenants as provided in Section 7 hereof; 

     

    
      
        
        

      

      
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    (4) Thirty
      (30) days after the date on which the Employee shall have given the Company
      written notice of the termination of his employment; and

     

    (5) Thirty
      (30) days after the date on which the Company provides written notice to the
      Employee that he is being terminated without Cause (subject to the payments
      due
      in Section 6).

     

    b. After
      the
      Initial Term of Employment, Employee’s employment under this Agreement shall
      continue pursuant to this Agreement but shall be “at will,” meaning that either
      the Company or Employee may terminate Employee’s employment with or without
      cause or advance notice. This at-will relationship may only be changed by an
      agreement in writing signed by the CEO of the Company. 

     

    Section
      6. PAYMENTS
      AND OTHER RIGHTS UPON TERMINATION

     

    a. During
      the Initial Term, if the Employee terminates his employment for any reason
      or if
      the Company terminates Employee’s employment due to death, permanent disability,
      or with Cause, as defined above in Section 5, Employee shall be entitled only
      to
      the Base Salary through the date of the Employee’s termination of his employment
      and any other benefits legally required to be paid to the Employee. The Company
      shall retain all other rights and remedies provided at law or in equity as
      a
      result of such termination of employment. 

     

    b. During
      the first year Initial Term, if the Company terminates Employee without Cause,
      the Employee shall be entitled one month of Base Salary only, payable within
      sixty (60) days from the date the Employee is terminated. If the Employee is
      terminated without Cause after the one-year anniversary of this Agreement but
      before the second-year anniversary, Employee shall be entitled to two months
      of
      Base Salary only, payable within sixty (60) days from the date the Employee
      is
      terminated. If the Employee is terminated without Cause after the second-year
      anniversary of this Agreement but before the third-year anniversary, Employee
      shall be entitled to three months of Base Salary only, payable within sixty
      (60)
      days from the date the Employee is terminated. 

     

    
      
        
        

      

      
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    c. After
      the
      Initial Term, if the Company or Employee terminates the Employee’s employment
      for any reason, the Employee shall be entitled only to the Base Salary through
      the date of the Employee’s termination and any other benefits legally required
      to be paid to the Employee. The Company shall retain all other rights and
      remedies provided at law or in equity as a result of such termination of
      employment. 

     

    d. Under
      no
      circumstances will Employee be entitled to any severance pay, except as set
      forth in Section 6(b) above.

     

    Section
      7. RESTRICTIVE
      COVENANTS

     

    a. The
      Employee agrees to enter into the Confidentiality and Inventions Agreement
      (Exhibit
      A)
      and to
      abide by the terms and conditions set forth therein. The Employee expressly
      covenants and agrees that both while employed and for the six (6) month period
      following the date of termination of the Agreement (the “Termination
      Date”),
      the
      Employee shall not in any way, directly or indirectly, on the Employee’s own
      behalf or on behalf of any other person, partnership, firm, company, corporation
      or other entity, divert, take away, or attempt to take away or divert from
      the
      Company any person, partnership, firm, company, corporation or other entity
      (or
      their business or patronage) that is as of the Termination Date a customer
      or
      business partner of the Company or has been a customer or business partner
      of
      the Company or any affiliated companies within one (1) year prior to the
      Termination Date. 

     

    b. Employee
      agrees to return all Company property and confidential information upon
      termination of his employment for any reason as required by the Confidentiality
      and Inventions Agreement (Exhibit
      A).
      

     

    c. During
      Employee’s employment and for a period of one (1) year following the termination
      of Employee’s employment with the Company or any of its subsidiaries or
      affiliates (the “Restricted Period”), the Employee shall not, directly or
      indirectly, (i) in any manner whatsoever engage in any capacity with any
      business competitive with the Company, any of its subsidiaries or affiliates
      (the “Company’s Business”) within the Beijing, China municipality for the
      Employee’s own benefit or for the benefit of any person or entity other than the
      Company or any subsidiary or affiliate; or (ii) have any interest as owner,
      sole
      proprietor, shareholder, partner, lender, director, officer, manager, employee,
      consultant, agent or otherwise in any business competitive with the Company’s
      Business; provided,
      however,
      that
      the Employee may hold, directly or indirectly, solely as an investment, not
      more
      than two percent (2%) of the outstanding securities of any person or entity
      which are listed on any national securities exchange or regularly traded in
      the
      over-the-counter market notwithstanding the fact that such person or entity
      is
      engaged in a business competitive with the Company’s Business. For purposes of
      this Agreement, an entity is competitive with the Company’s Business if such
      entity is or is in the process of becoming a Geography Information Systems
      (“GIS”) application software and/or services provider. 

     

    
      
        
        

      

      
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    d. The
      parties hereby agree that, if the scope or enforceability of the covenants
      set
      forth in this Section 7 of the Agreement is in any way disputed at any time,
      and
      a court or other trier of law and/or fact determines that any such covenant
      is
      inequitably broad, or otherwise is unenforceable, then such court or other
      trier
      of fact shall modify the obligations of Employee under the restrictive covenant
      to the broadest restrictive obligations which are enforceable and shall enforce
      the covenant to the extent legally permissible under the circumstances existing
      at the time rather than eliminating any such restrictive obligations entirely.
      Should a court or other trier of law and/or fact equitably adjust the
      restrictive obligations contained in the Agreement, the remainder of the
      Agreement shall remain in full force and effect. Employee further acknowledges
      that in the event his employment with Company terminates for any reason, he
      will
      be able to earn a livelihood without violating the foregoing restrictions,
      in
      part because of the economic benefits he received under the terms of this
      Agreement, and that the restrictions herein contained are a material inducement
      to the Company to hire Employee and provide him with the economic benefits
      hereunder, many of which are not generally available to other employees of
      the
      Company. 

     

    e. Employee
      acknowledges that Employee’s compliance with this Section 7 of the Agreement is
      necessary to protect the business and goodwill of Company and/or its
      subsidiaries and affiliates (which Employee acknowledges will impact the
      Company) and that a breach of any provision of this Section 7 will irreparably
      and continually damage the Company, for which money damages may not be adequate.
      Consequently, Employee agrees that, in the event that he breaches or threatens
      to breach any of these covenants, in addition to other rights and remedies
      existing in its favor, including, without limitation, money damages, Company
      shall be entitled to injunctive and other equitable relief, including, without
      limitation, specific performance or injunctive relief, in order to enforce
      or
      prevent any violation of the provisions thereof.

     

    
      
        
        

      

      
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    Section
      8. GOVERNING
      LAW, DISPUTE RESOLUTION

     

    THE
      PROVISIONS OF THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED
      IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEVADA, WITHOUT REGARD TO THE
      CONFLICTS OF LAWS PRINCIPLES THEREOF. Any controversy or dispute between any
      of
      the parties to the Agreement arising out of any of the terms, provisions, or
      conditions of the Agreement, or the interpretation or enforceability thereof,
      shall be submitted to arbitration in Las Vegas, Nevada, or another location
      agreed to by the parties. The arbitration shall be heard before a single
      arbitrator agreed to by the parties. The arbitration shall be binding with
      no
      right of appeal. In the event that either party initiates arbitration pursuant
      to the section, the Company shall pay all of the fees and costs of the
      arbitration. Each party shall be responsible for their own attorney’s fees and
      other costs. The prevailing party shall have the right, at the discretion of
      the
      arbitrator, to recover its share of any arbitration fees and costs, or
      attorney’s fees and costs. The arbitration shall be conducted pursuant to the
      rules of the American Arbitration Association governing Employment Disputes.
      The
      parties shall agree to the appointment of the arbitrator within ten (10)
      business days after the request for arbitration is received. The parties shall
      be entitled to reasonable discovery; provided, that the arbitrator may limit
      discovery in connection with a dispute as appropriate to achieve the prompt
      and
      efficient disposition of the dispute while giving full regard to the legitimate
      needs of the parties for discovery; provided, however, that in no event shall
      such discovery process exceed a period of 60 days, unless the arbitrator extends
      such period for good cause. The decision of the arbitrator may be entered for
      judgment in any appropriate court with jurisdiction.

     

    Section
      9. ENTIRE
      AGREEMENT

     

    The
      Agreement supersedes and cancels any and all prior agreements between the
      parties hereto, express or implied, relating to the subject matter hereof.
      The
      Agreement sets forth the entire agreement between the parties hereto. It may
      not
      be changed, altered, modified or amended except in a writing signed by both
      parties.

     

    Section
      10. NON-WAIVER

     

    The
      failure or refusal of either party to insist upon the strict performance of
      any
      provision of the Agreement or to exercise any right in any one or more instances
      or circumstances shall not be construed as a waiver or relinquishment of such
      provision or right.

     

    
      
        
        

      

      
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    Section
      11. ASSIGNMENT/NON-ASSIGNMENT

     

    The
      Company may assign the Agreement and any rights hereunder to any parent,
      subsidiary, affiliate, or successor whereupon such parent, subsidiary,
      affiliate, or successor shall have all the rights, duties and obligations of
      the
      Company hereunder.

     

    Any
      other
      transfer or assignment of the Agreement and/or rights hereunder shall be subject
      to Employee’s prior written consent, which consent shall not be unreasonably
      withheld, conditioned or delayed. The Employee shall have no right to assign
      any
      of the rights, nor to delegate any of the duties, created by the Agreement,
      and
      any assignment or attempted assignment of the Employee’s rights, and any
      delegation or attempted delegation of the Employee’s duties, shall be null and
      void. In all other respects, the Agreement shall be binding upon and shall
      inure
      to the benefit of the parties hereto and their respective heirs, beneficiaries,
      personal representatives, successors, officers and directors.

     

    Section
      12. SEVERABILITY

     

    If
      any
      paragraph, term or provision of the Agreement shall be held or determined to
      be
      unenforceable, the balance of the Agreement shall nevertheless continue in
      full
      force and effect unaffected by such holding or determination to the fullest
      extent permitted by law as though such paragraph, term or provision had been
      written in such a manner and to such an extent as to be enforceable under the
      circumstances.

     

    Section
      13. NOTICE

     

    All
      notices hereunder shall be in writing. Notices may be delivered personally,
      or
      by certified mail return receipt requested, postage prepaid, to the addresses
      set forth below:

     

    China
      TransInfo Technology Corp., 07
      Floor E-Wing Center, No. 113 Zhichunlu, Haidian District, Beijing, China
      100086

     

    Zhihai
      Mao, 1-2-801,
      No. 134 Shi-fo-ying Dongli, Chaoyang District, Beijing, China
      100025

     

    Either
      party may designate a new address for purposes of the Agreement by notice to
      the
      other party in accordance with the paragraph.

     

    
      
        
        

      

      
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    IN
      WITNESS WHEREOF,
      the
      parties knowingly and voluntarily have set their signatures.

    
      	 	 	 
	DATED:
              November
              27, 2007	China
              TransInfo Technology Corp.
	 
 	 
 	 
 
	
            	By:  	/s/
              Shudong Xia  
	
              Its:

            	
              
 Chief
              Executive Officer and
              President


    

     

    
      
        	 	 	 
	DATED: November
                27, 2007	
              	/s/
                Zhihai Mao
	
                 

              	
                

                Name:
                  Zhihai Mao

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


     

    Exhibit
      1

    


    EMPLOYMENT
      CONFIDENTIAL INFORMATION AND

    INVENTION
      ASSIGNMENT AGREEMENT

     

    As
      a
      condition of my employment with China TransInfo Technology Corp., its
      subsidiaries, affiliates, successors or assigns (collectively referred to
      hereinafter as the “Company”), and in consideration of my employment with the
      Company and my receipt of the compensation now and hereafter paid to me by
      the
      Company, I, Zhihai Mao, agree to the following:

    


    
      	A.	
              Confidential
                Information.

            


    

    


    
      	
            	1.	
              Company
                Information.
                I
                agree at all times during the term of my employment and thereafter,
                to
                hold in strictest confidence, and not to use, except for the benefit
                of
                the Company, or to disclose to any person, firm or corporation without
                written authorization of the Board of Directors of the Company, any
                Confidential Information of the Company. I understand that “Confidential
                Information” means any Company proprietary information, technical data,
                trade secrets or know-how, including, but not limited to, research,
                product plans, products, services, customer lists and customers
                (including, but not limited to, customers of the Company on whom
                I called
                or with whom I became acquainted during the term of my employment),
                markets, software, developments, inventions, processes, formulas,
                technology, designs, drawings, engineering, hardware configuration
                information, marketing, finances or other business information disclosed
                to me by the Company either directly or indirectly in writing, orally
                or
                by drawings or observation of parts or equipment. I further understand
                that Confidential Information does not include any of the foregoing
                items
                that has become publicly known and made generally available, unless
                such
                items became publicly known or made generally available through my
                wrongful act or through a wrongful of another employee or former
                employee
                of the Company.

            


    

    


    
      	
            	2.	
              Former
                Employer Information.
                I
                agree and warrant that I will not, during my employment with the
                Company,
                improperly use or disclose any proprietary information or trade secrets
                of
                any former or concurrent employer or other person or entity, and
                I will
                not bring onto the premises of the Company any unpublished document
                or
                proprietary information belonging to any such employer, person or
                entity
                unless consented to in writing by such employer, person or
                entity.

            


    

    


    
      	
            	3.	
              Third
                Party Information.
                I
                recognize that the Company has received and in the future will receive
                from third parties their confidential or proprietary information
                subject
                to a duty on the Company’s part to maintain the confidentiality of such
                information and to use it only for certain limited purposes. I agree
                to
                hold all such confidential or proprietary information in the strictest
                confidence and not to disclose it to any person, firm or corporation
                or to
                use it except to carry out my work for the Company consistent with
                the
                Company’s agreement with such third
                party.

            


    

     

    
      
        
        

      

      
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          5

        
          

        

      

      
        
        

      

    

     

    
      	B.	
              Inventions.

            


    

    


    
      	
            	1.	
              Inventions
                Retained and Licensed.
                I
                have attached hereto, as Exhibit A, a list describing all inventions,
                original works of authorship, developments, improvements, and trade
                secrets that belong to me (hereinafter referred to as “Employee
                Inventions”), and which are not assigned to the Company. If no such list
                is attached, I represent and warrant that there are no Employee Inventions
                that belong to me that have not been assigned to the Company. I further
                represent that there are no Employee Inventions that I desire to
                exclude
                from the operation of this Agreement, except those set forth in Exhibit
                A.
                If in the course of my employment with the Company, I incorporate
                into a
                Company product, process or machine an Employee Invention owned by
                me or
                an Employee Invention in which I have an interest, the Company is
                hereby
                granted and shall have a nonexclusive, royalty-free, irrevocable,
                perpetual, worldwide license to make, have made, modify, use and
                sell such
                Employee Invention as part of or in connection with such product,
                process
                or machine.

            


    

    


    
      	
            	2.	
              Assignment
                of Inventions.
                I
                agree that I will promptly make full written disclosure to the Company,
                will hold in trust for the sole right and benefit of the Company,
                and
                hereby assign to the Company, or its designee, all my right, title,
                and
                interest in and to any and all inventions, original works of authorship,
                developments, concepts, improvements or trade secrets, whether or
                not
                patentable or registrable under copyright or similar laws, which
                I may
                solely or jointly conceive or develop or reduce to practice, or cause
                to
                be conceived or developed or reduced to practice, during the period
                of
                time that I am employed by the Company (hereinafter referred to as
                “Assigned Inventions”). I further acknowledge that all original works of
                authorship which are made by me (solely or jointly with others) within
                the
                scope of and during the period of my employment with the Company
                and which
                are protectible by copyright are “works made for hire,” as that term is
                defined in the United States Copyright
                Act.

            


    

    


    
      	
            	3.	
              Inventions
                Assigned to the United States.
                I
                agree to assign to the United States government all my right, title, and
                interest in and to any and all Assigned Inventions whenever such
                full
                title is required to be in the United States by a contract between
                the
                Company and the United States or any of its
                agencies.

            


    

    


    
      	
            	4.	
              Maintenance
                of Records.
                I
                agree to keep and maintain adequate and current written records of
                all
                Assigned Inventions made by me (solely or jointly with others) during
                the
                term of my employment with the Company. The records will be in the
                form of
                notes, sketches, drawings, and any other format that may be specified
                by
                the Company. The records will be available to and remain the sole
                property
                of the Company at all times.

            


    

     

    
      
        
        

      

      
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          5

        
          

        

      

      
        
        

      

    

     

    
      	
            	5.	
              Patent
                and Copyright Registrations.
                I
                agree to assist the Company, or its designee, at the Company’s expense, in
                every proper way to secure the Company’s rights in the Assigned Inventions
                and any copyrights, patents, mask work rights or other intellectual
                property rights relating thereto in any and all countries, including
                the
                disclosure to the Company of all pertinent information and data with
                respect thereto, the execution of all applications, specifications,
                oaths,
                assignments and all other instruments which the Company shall deem
                necessary in order to apply for and obtain such rights and in order
                to
                assign and convey to the Company, its successors, assigns, and nominees
                the sole and exclusive rights, title and interest in and to such
                Assigned
                Inventions, and any copyrights, patents, mask work rights or other
                intellectual property rights relating thereto. I further agree that
                my
                obligation to execute or cause to be executed, when it is in my power
                to
                do so, any such instrument or papers shall continue after the termination
                of this Agreement. If the Company is unable because of my mental
                or
                physical incapacity or for any other reason to secure my signature
                to
                apply for or to pursue any application for any United States or foreign
                patents or copyright registrations covering Assigned Inventions or
                original works of authorship assigned to the Company as above, then
                I
                hereby irrevocably designate and appoint the Company and its duly
                authorized officers and agents as my agent and attorney in fact,
                to act
                for and in my behalf and stead to execute and file any such applications
                and to do all other lawfully permitted acts to further the prosecution
                and
                issuance of letters patent or copyright registrations thereon with
                the
                same legal force and effect as if executed by
                me.

            


    

    


    
      	
              C.

            	
              Conflicting
                Employment.
                I
                agree that, without the Company's prior written consent, during the
                term
                of my employment with the Company, I will not engage in any other
                employment, occupation, consulting or other business activity directly
                related to the business in which the Company is now involved or becomes
                involved during the term of my employment, nor will I engage in any
                other
                employment, business, or work activities that conflict with my obligations
                to the Company.

            


    

    


    
      	
              D.

            	
              Returning
                Company Documents.
                I
                agree that, at the time of leaving my employment with the Company,
                I will
                deliver to the Company (and will not keep in my possession, recreate
                or
                deliver to anyone else) any and all Confidential Information, including
                but not limited to, any and all devices, records, data, notes, reports,
                proposals, lists, correspondence, specifications, drawings blueprints,
                sketches, materials, equipment, other documents or property, or
                reproductions of any aforementioned items developed by me pursuant
                to my
                employment with the Company or otherwise belonging to the Company,
                its
                successors or assigns. In the event of the termination of my employment,
                I
                agree to sign and deliver the "Termination Certification" attached
                hereto
                as Exhibit B. 

            


    

     

    
      
        
        

      

      
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          5

        
          

        

      

      
        
        

      

    

     

    
      	
              E.

            	
              Notification
                of New Employer.
                In the event that I leave the employ of the Company, I hereby grant
                consent to the Company notifying my new employer about my rights
                and
                obligations under this Agreement.

            


    

    


    
      	
              F.

            	
              Representations.
                I
                agree to execute any proper oath or verify any proper document required
                to
                carry out the terms of this Agreement. I represent that my performance
                of
                all the terms of this Agreement will not breach any agreement to
                keep in
                confidence proprietary information acquired by me in confidence or
                in
                trust prior to my employment by the Company. I have not entered into,
                and
                I agree I will not enter into, any oral or written agreement in conflict
                herewith.

            


    

    


    
      	
              G.

            	
              No
                Right To Continued Employment.
                I
                acknowledge, understand and agree that I have no right to continued
                employment with the Company simply because I have complied with this
                Agreement. I further understand and agree that this Agreement will
                not be
                construed to limit the Company’s right or my right to terminate my
                employment, as set forth in my Employment Agreement. Even after such
                termination, I will continue to be required to abide by the terms
                and
                conditions of this Agreement.

            


    

    


    
      	
              H.

            	
              Injunctive
                Relief.
                If I breach or threaten to breach any provision of this Agreement,
                I
                acknowledge and agree that the damage or imminent damage to the Company’s
                business or its goodwill would be irreparable and extremely difficult
                to
                estimate, making any remedy at law or in damages inadequate. Accordingly,
                the Company shall be entitled to injunctive relief against me in
                the event
                of any breach or threatened breach of such provisions by me, in addition
                to any other relief (including damages) available to the Company
                under
                this Agreement or under law. Nothing in this Agreement is intended
                to
                limit in any way my right or the Company’s right to compel, or to seek,
                arbitration of any claim or right that we agree to arbitrate through
                a
                separate agreement.

            


    

    


    
      	I.	
              General
                Provisions.

            


    

    


    
      	
            	1.	
              Governing
                Law; Consent to Personal Jurisdiction.
                This Agreement will be governed by the laws of the State of Nevada.
                I
                hereby expressly consent to the personal jurisdiction of the state
                and
                federal courts located in Nevada for any lawsuit filed there against
                me by
                the Company arising from or relating to this
                Agreement.

            


    

    


    
      	
            	2.	
              Entire
                Agreement.
                This Agreement sets forth the entire agreement and understanding
                between
                the Company and me relating to the subject matter herein. No modification
                of or amendment to this Agreement, nor any waiver of any rights under
                this
                agreement, will be effective unless in writing signed by the Company’s
                designated representative and me. Any subsequent change or changes
                in my
                duties, salary or compensation will not affect the validity or scope
                of
                this Agreement.

            


    

     

    
      
        
        

      

      
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            	3.	
              Severability.
                If one or more of the provisions in this Agreement are deemed void
                by law,
                then the remaining provisions will continue in full force and
                effect.

            


    

    


    
      	
            	4.	
              Successors
                and Assigns.
                This Agreement will be binding upon my heirs, executors, administrators
                and other legal representatives and will be for the benefit of the
                Company, its successors, and its
                assigns.

            


    

    


    
      	
            	5.	
              Attorney’s
                Fees.
                In any legal action or other proceeding brought to enforce or interpret
                the terms of this Agreement, the prevailing party shall be entitled
                to
                recover reasonable attorneys’ fees and
                costs.

            


    

    


    
      	
            	6.	
              Acknowledgement
                of Understanding. I
                represent and warrant that I have read and I understand each and
                every
                provision of this Agreement and, with regard to any provision in
                this
                Agreement about which I have a question, I further understand that
                I am
                free to obtain advice from legal counsel of my choice, at my expense,
                to
                interpret said provision of this Agreement.


            


    

    


    BY
      SIGNING THIS AGREEMENT, I ACKNOWLEDGE THAT I HAVE FREELY AND VOLUNTARILY ENTERED
      INTO THIS AGREEMENT AND AGREE TO BE CONTRACTUALLY BOUND
      THEREBY.

     

    
      	 	 	 	 
	/s/
              Zhihai Mao	 	 	November 27, 2007
	
              
Zhihai
              Mao	 	 	Date


    

     

    
      	
              China
                TransInfo Technology Corp.

            	 	 	 
	 	 	 	 
	 	 	 	 
	By:
               /s/
              Shudong Xia 	 	 	November 27, 2007
	
              
                
Chief
                Executive Officer & President

            	 	 	Date


    

     

    
      
        
        

      

      
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          of
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    EXHIBIT
      A

    


    1.1 LIST
      OF
      PRIOR INVENTIONS AND ORIGINAL WORKS OF AUTHORSHIP

     

    
      
        	
                Title

              	 	
                Date

              	 	
                Identifying
                  Number or Brief Description

              
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 


      

    

     

    
      
        	o	
                No
                  inventions or improvements

              
	 	 
	o	
                Additional
                  Sheets Attached

              


      

    

    
       

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    EXHIBIT
      B

    


    TERMINATION
      CERTIFICATION

     

    This
      is
      to certify that I do not have in my possession, nor have I failed to return,
      any
      devices, records, data, notes, reports, proposals, lists, correspondence,
      specifications, drawings, blueprints, sketches, materials, equipment, other
      documents or property, or reproductions of any aforementioned items recorded
      during hours or belonging to China TransInfo Technology Corp., its subsidiaries,
      affiliates, successors or assigns (hereinafter the "Company").

    


    I
      further
      certify that I have complied with all the terms of the Company's Employment
      Confidential Information and Invention Assignment Agreement signed by me,
      including the reporting of any inventions and original works of authorship
      (as
      defined therein), conceived or made by me (solely or jointly with others) as
      required by that agreement.

    


    I
      further
      agree that, in compliance with the Employment Confidential Information and
      Invention Assignment Agreement, I will not retaliate against the Company and
      I
      will preserve as confidential all trade secrets, confidential knowledge, data
      or
      other proprietary information relating to employees, products, processes,
      know-how, designs, formulas, developmental or experimental work, computer
      programs, data bases, other original works of authorship, customer lists,
      business plans, financial information or other subject matter pertaining to
      any
      business of the Company or any of its employees, clients, consultants or
      licensees.

     

    _________________________________________  __________________
      

    Zhihai
      Mao      
 Date