Summary of UNIVERSAL TRAVEL GROUP

Item 3.02 Unregistered Sales of Equity Securities

Securities Purchase Agreement

On August 28, 2008, Universal Travel Group (the "Company") entered into a Securities Purchase Agreement with Access America Fund, LP, Chinamerica Fund LP, Pope Investments II LLC, Heller Capital Investments, LLC, CGM as C/F Ronald I. Heller IRA, Investment Hunter, LLC, MARed Investments, High Capital Funding, LLC, and Merrill Lynch, Pierce, Fenner & Smith, FBO Beau L. Johnson (collectively, the "Buyers") to sell to the Buyers 4,588,708 shares of common stock, par value $0.001 of the Company ("Common Stock") and warrants to purchase 2,294,356 shares of Common Stock for an aggregate purchase price of $7,112,500 (the "Financing").

Use of Proceeds

The Company will use the proceeds of sale for general corporate purposes, including general and administrative expenses. Specifically, the Company agreed that it will deposit $500,000 of the proceeds in escrow to pay the fees and expenses in connection with a public relations and investor relations campaign of a design and type satisfactory to a representative of the Buyers designated in the Escrow Agreement. Such amount shall be released only upon the dual signatures of the CEO of the Company and such representative of the Buyers designated in the Escrow Agreement. The Company agrees that the public relations and investor relations campaign shall include a "retail component" involving the use of direct mail to assist in the repositioning of the Company in the minds of the general public. The Company also agreed that it will use its commercially reasonable efforts to identify and engage a Chief Financial Officer who shall be fluent in English and Mandarin, who understands and has a working knowledge of United States generally accepted accounting principles, who has had significant responsibility for the preparation and filing of quarterly, annual and current reports with the SEC and who has experience working with or in United States capital market participants. The Company agreed that it would deposit $600,000 of the proceeds in escrow under the Escrow Agreement, to be released only upon the dual signatures of the CEO of the Company and the representative of the Buyers designated in the Escrow Agreement following the engagement of a Chief Financial Officer.

Registration Rights

The Company agreed to grant certain registration rights to the Buyers as more particularly set forth under "Registration Rights Agreement" below.

Employee Stock Option Plan

The Company agreed to enact an employee stock option plan, subject to the approval of the Buyers, for certain key members of management covering options to purchase a total of 6,600,000 shares of Common Stock of the Company ("Plan") within 60 days of the closing of the Financing. The options to collectively purchase 1,100,000 shares of Common Stock under the said Plan shall vest on each anniversary of the grant until the end of six years, whereby all the options to purchase the 6,600,000 shares of Common Stock shall vest and be immediately exerciseable. However, in the event (i) the Company reports an after tax Net Income of $14,000,000 in its Annual Report on Form 10-K filed with the SEC for its fiscal year 2008, then options to purchase 2,200,000 shares of Common Stock in the aggregate under the Plan shall vest and become immediately exercisable and each grantee of such options shall be entitled to exercise his/her options rateably, (ii) the Company reports an after tax Net Income of $18,000,000 in its Annual Report on Form 10-K filed with the SEC for its fiscal year 2009, then options to purchase another 2,200,000 shares of Common Stock in the aggregate under the Plan shall vest and become immediately exercisable and each grantee of such options shall be entitled to exercise his/her options rateably and (iii) the Company reports an after tax Net Income of $22,000,000 in its Annual Report on Form 10-K filed with the SEC for its fiscal year 2010, then options to purchase another 2,200,000 shares of Common Stock in the aggregate under the Plan shall vest and become immediately exercisable and each grantee of such options shall be entitled to exercise his/her options rateably. "Net Income" shall be defined in accordance with the United States generally accounting principles and shall not, for the purposes of the Securities Purchase Agreement and the transactions contemplated hereby include:

(i) the offering and transactional costs associated with the Financing, including without limitation, legal and audit costs, registration and filing fees;

(ii) losses the Company has suffered or reasonably calculated to have suffered as a result of a force majeure event, which shall mean (i) acts of God such as earthquakes with an intensity of more than 7.0 on the Richter scale in geographic areas where the Company derives more than 50% of its revenue, or (ii) snow storms, rainstorms, floods and other natural catastrophes of such intensity and/or duration that exceed the average monthly amount for that geographic area by more than 100% in geographic areas in which the Company derives more than 50% of its revenue;

(iii) the costs and expense incurred by the Company in 2008 and incurred in 2009 in establishing the Plan and granting stock options to Ms. Jiangping Jiang thereunder; and

(iv) any compensation expense incurred by the Company in connection with the release of any escrow shares under the Make Good Securities Escrow Agreement between the Company, the Buyers, the Principal Shareholder, and Sichenzia Ross Friedman Ference LLP, as Escrow Agent to the Principal Shareholder. (See below)

Reverse Split

The Company is also obligated to use its commercially reasonable efforts to effect a two-for-one (2:1) reverse split of its Common Stock within 180 days of the closing of the Financing.

The Financing closed on August 29, 2008.

Warrant

Each warrant has an Exercise Price of $2.71 and a term of 5 years from the date of issuance. The Company shall have the right at any time, on written notice given not less than forty five (45) days prior to the Redemption Date (which is the date the warrants are to be redeemed), to redeem the outstanding warrants at the Redemption Price of one cent ($.01) per share of Common Stock issuable upon exercise of the warrants, provided (i) the Market Price (as defined in the warrant) of the Common Stock shall equal or exceed $8.13 for at least thirty
(30) Trading Days prior to the call for redemption by the Company, (ii) the shares of Common Stock of the Company are trading on a recognized U.S. share exchange, which shall mean the New York Stock Exchange, the American Stock Exchange or the Nasdaq Stock Market (including the Global Select, Global and Capital Markets) and (iii) the Company is current in all its reporting obligations under the Securities Exchange Act of 1934. All warrants must be redeemed if any warrants are redeemed.

The Company may only exercise the right of redemption of the warrants if a registration statement covering the sale by the holder(s) of the shares of Common Stock issuable upon exercise of the warrants is current and effective on each day in the period commencing on the first day of call for redemption and ending sixty (60) days after the Redemption Date. In the event that, at any time subsequent to the date on which the warrants are called for redemption and before the Redemption Date, the shares of Common Stock issuable upon exercise or conversion of the warrants are not subject to a current and effective registration statement, the Company's right to call the warrants for redemption shall terminate with respect to all warrants that have not then been exercised or converted. The Redemption Date shall be postponed for two (2) Trading Days for each day after the warrants are called for redemption that the Market Price of the Common Stock is less than the $8.13; provided, however, that if the Market Price shall be less than $8.13 for ten (10) consecutive Trading Days or fifteen (15) Trading Days during the period from the date the warrants are called for redemption to the Redemption Date, the Company's right to redeem any warrants not theretofore exercised or converted shall terminate, subject to the right of the Company to call the remaining warrants for redemption.

If the Company were to sell or issue Common Stock at a price which is less than the Exercise Price then in effect, or warrants, options, convertible debt or equity securities with an exercise price per share or a conversion price which is less than the Exercise Price then in effect, the Exercise Price shall be adjusted immediately thereafter so that it shall equal the price determined by multiplying the Exercise Price in effect immediately prior thereto by a fraction, the numerator of which shall be the sum of the number of shares of Common Stock outstanding immediately prior to the issuance of such additional shares and the number of shares of Common Stock which the aggregate consideration received or receivable for the issuance of such additional shares would purchase at the Exercise Price then in effect, and the denominator of . . .