EQUITY PLEDGE AGREEMENT

Pledgee:

Oritental Intra-Asia Entertainment (China) Limited

Pledgors:

Shudong Xia, Zhiping Zhang, Zhibin Lai, and Wei Gao having the addresses below:

Address:

Room 7-3-802 Xingbiaojiayuan,Wanliu,

Address:

Room 14-8-602, Anheyuan, Tianxiuhuayuan, Haidian District, Beijing, China

Address:

Room 2010, No.1 Building, Bixingyuanxiaoqu, Luozhuangxili, Zhichun Road, Haidian District, Beijing, China

Identification Card No:  110108197910135427

WHEREAS,

1.

All of the Pledgors are the citizen of the People’s Republic of China ("PRC”).  The Pledgors, collectively, own 100% of the Equity Interest in China TransInfo Technology Group Co., Ltd. (“ Group ”).  Group is a company registered in Beijing carrying on traffic information service business.

2.

The Pledgee, a wholly foreign-owned company registered in Beijing, PRC, has been licensed by the PRC relevant government authority to carry on the business of computer and information technology development. The Pledgee and Group entered into Exclusive Technical Development and Consulting Agreement (the “Service Agreement”) on February 3, 2009.

3.

In order to ensure that the Pledgee collects development and consulting service fees from Group, the Pledgors are willing to pledge all of their equity interest in Group to the Pledgee as a security for the Pledgee to collect technical consulting and service fees under the Service Agreement.

1.1

Pledge means the full meaning assigned to that term in Article 2.

1.2

Equity Interest means all its 100% equity interests in Group legally held by the Pledgors.

1.3

Rate of Pledge means the ratio between the value of the pledge under this Agreement and the technical consulting and service fees under the Service Agreement.

1.4

Term of Pledge means the period provided for under Article 3.2 hereunder.

1.5

Service Agreement means the Exclusive Technical Consulting and Service Agreement entered into by and between Group and the Pledgee.

1.6

Event of Default means any event in accordance with Article 7 hereunder.

1.7

Notice of Default means the notice of default issued by the Pledgee in accordance with this Agreement.

2.1

The Pledgors agree to pledge all of their Equity Interest in Group to the Pledgee as a guarantee for the technical consulting and service fees payable to the Pledgee under the Service Agreement.

2.2

Pledge under this Agreement refers to the rights owned by the Pledgee who shall be entitled to have priority in receiving payment or proceeds from the auction or sale of the equity interests pledged by the Pledgors to the Pledgee.

3.1

The Rate of Pledge

3.1.1

The Rate of Pledge shall be 100%.

3.2

The Term of Pledge

3.2.1

The Pledge of the Equity Interest under this Agreement shall take effect as of the date when the Equity Interest under this Agreement are recorded in the Register of Shareholder of Group and registered with the competent Administration for Industry and Commerce.  The Term of the Pledge is the same as the term of Service Agreement.

3.2.2

During the Term of Pledge, the Pledgors shall not be entitled to dispose of the Equity Interests.

4.1

The Pledgors shall not be entitled to collect the dividends from the Equity Interest and any dividends paid upon the Equity Interest shall be immediately delivered to the Pledgee.

5.1

The Pledgors are the legal owners of the Equity Interest.

5.2

Except as otherwise provided hereunder, the Pledgee shall not be interfered with by any parties at any time when the Pledgee exercises its rights in accordance with this Agreement.

5.3

Except as otherwise provided hereunder, the Pledgee shall be entitled to dispose of or assign the Pledge in accordance with this Agreement.

5.4

The Pledgors will not pledge or encumber the Equity Interest to any other person except for the Pledgee.

6.1

During the effective term of this Agreement, the Pledgors covenant to the Pledgee that the Pledgors shall:

6.1.1

Comply with and implement laws and regulations with respect to the pledge of rights, present to the Pledgee the notices, orders or suggestions with respect to the Pledge issued or made by the competent authority within five (5) days upon receiving such notices, orders or suggestions and comply with such notices, orders or suggestions, or object to the foregoing matters at the reasonable request of the Pledgee or with consent from the Pledgee.

6.1.2

Timely notify the Pledgee of any events or any received notices which may affect the Pledgors’ Equity Interest or any part of its right, and any events or any received notices which may change the Pledgors’ any covenant and obligation under this Agreement or which may affect the Pledgors’ performance of its obligations under this Agreement.

6.2

The Pledgors agree that the Pledgee’s right to exercise the Pledge obtained from this Agreement shall not be suspended or hampered through legal procedure by the Pledgors or any successors of the Pledgors or any person authorized by the Pledgors.

6.3

The Pledgors warrant to the Pledgee that in order to protect or perfect the security over the payment of the technical consulting and service fees under the Service Agreement, the Pledgors shall execute in good faith and cause other parties who have interests in the Pledge to execute all the title certificates, contracts, and or perform and cause other parties who have interests to take action as required by the Pledgee and make a