Exhibit
      10.1

    CHINA
      TRANSINFO TECHNOLOGY CORP.

    


    NOTICE
      OF STOCK OPTION GRANT

    


    


    
      	Name: Zhihai
              Mao 	 	Address:	1-2-801, No. 134 Shi-fo-ying Dongli,

              Chaoyang
                District, Beijing, China

              100025

            


    

     

     

    You
      have
      been granted an option (the “Option”)
      to
      purchase common stock (“Shares”)
      of
China
      TransInfo Technology Corp.
      (the
“Company”),
      subject to the terms and conditions of the attached Stock Option Agreement,
      as
      follows:

     

     

    
      	Date of Grant:	
               January
                7, 2008 

            	 	 
	 	 	 	 
	Vesting Commencement Date: 	
               January
                7, 2008  

            	 	 
	 	 	 	 
	Exercise Price per Share:	
                $6.70 

            	 	 
	 	 	 	 
	Total Number of Shares Granted:	
                200,000

            	 	 
	 	 	 	 
	Total Exercise Price:	
                 $1,340,000
                

            	 	 
	 	 	 	 
	Type of Option:	
              Non-Qualified
                Stock Option

            	  	 
	 	 	 	 
	Expiration Date:	
              January
                7, 2018 

            	 	 
	 	 	 	 


    

     

    Vesting
      Schedule:

    


    The
      Option shall vest in equal installments on a quarterly basis over a three-year
      period beginning on the Date of Grant.

    


    Termination
      Period:

    


    To
      the extent vested, this Option shall be exercisable for three (3) months after
      the Termination Date, unless (i) termination is due to Optionee’s death or
      Disability, in which case this Option shall be exercisable for twelve (12)
      months after the Termination Date or (ii) the Optionee is Terminated for Cause,
      in which case this Option will terminate. In no event will this Option be
      exercised later than the Expiration Date provided above. 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    CHINA
      TRANSINFO TECHNOLOGY CORP.

     

    STOCK
      OPTION AGREEMENT

     

    This
      STOCK
      OPTION AGREEMENT (this
      “Agreement”),
      dated as of the 7th
      day of January, 2008 is made by and between China TransInfo Technology Corp.,
      a
      Nevada corporation (the “Company”),
      and Zhihai
      Mao
      (the “Optionee”).

    


    BACKGROUND

    


    The
      Company, acting through its Board of Directors (the “Board”),
      approved the grant to the Optionee, effective as of the date set forth above,
      of
      a stock option (the “Option”)
      to purchase shares of the common stock,
      par value $.001 per share (the “Shares”),
      of
      the Company at the price (the “Exercise
      Price”)
      set forth in the attached Notice of Stock Option Grant (which is expressly
      incorporated herein and made a part hereof, the “Notice
      of Grant”),
      upon the terms and conditions hereinafter set forth.

     

    NOW,
      THEREFORE,
      in consideration of the mutual promises and undertakings hereinafter set forth,
      the parties hereto agree as follows:

     

    1.  Grant
      of Option.
      On behalf of the Company, the Board hereby grants to the Optionee an Option
      to
      purchase, subject to the terms and conditions of this Agreement, that number
      of
      Shares of the Company set forth in the Notice of Grant (the “Optioned
      Shares”),
      at an exercise price per share equal to the Exercise Price set forth in the
      Notice of Grant, subject to the terms and conditions of this Agreement. The
      Option is intended to be a Non-Qualified Stock Option, meaning that it is not
      qualified as an “Incentive Stock Option” as described in Section 422 of the
      Internal Revenue Code of 1986, as amended.

     

    2.  Term. The
      term of the Option shall commence on the date of this Agreement and shall expire
      on the Expiration Date set forth in the Notice of Grant unless such Option
      shall
      theretofore have been terminated in accordance with the terms of the Notice
      of
      Grant or this Agreement.

     

    3.  Time
      of Exercise. Unless
      accelerated in the discretion of the Board, the Option shall become exercisable
      during its term in accordance with the Vesting Schedule set forth in the Notice
      of Grant. Subject to the provisions of Section 4 hereof, shares as to which
      the
      Option becomes exercisable may be purchased at any time prior to the expiration
      or termination of the Option.

     

    4.  Termination
      of Option.

     

    (a)  For
      purposes of this Section 4 and the Notice of Grant, capitalized terms shall
      have
      the following meanings:

     

    (i)  “Affiliate”
      means any entity or person that directly, or indirectly through one or more
      intermediaries, controls, is controlled by, or is under common control with,
      another entity, where “control” (including the terms “controlled by” and “under
      common control with”) means the possession, directly or indirectly, of the power
      to cause the direction of the management and policies of the entity, whether
      through the ownership of voting securities, by contract or
      otherwise.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (ii)  “Cause”
      means (i) the conviction of the Optionee 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 Optionee 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 Optionee to
      use
      his reasonable and diligent efforts to follow the lawful and reasonable
      directives of the Chief Executive Officer or Board with respect to a matter
      or
      matters within the control of the Optionee; (iv) the Optionee’s willful or gross
      neglect in carrying out his material duties and responsibilities under any
      employment agreement with the Company; or (v) a material breach by the Optionee
      of any provision of any employment agreement with the Company.

     

    (iii)  “Disability”
      shall have the meaning provided in the Optionee’s employment agreement. If
“Disability” is not defined therein, “Disability” means the inability of the
      Optionee to perform the duties of his position or any substantially similar
      employment position by reason of a physical or mental disability or infirmity
      for a continuous period of six months, as determined by the Board. The date
      of
      such Disability shall be the last day of such six-month period or the date
      on
      which the Optionee submits such medical evidence, satisfactory to the Company,
      that the Optionee has a physical or mental disability or infirmity that will
      likely prevent the Optionee from performing the Optionee’s work duties for a
      continuous period of six months or longer, as the case may be. 

     

    (iv)  “Parent”
      means any corporation (other than the Company) in an unbroken chain of
      corporations ending with the Company, if each of the corporations in the chain
      (other than the Company) owns stock possessing 50% or more of the combined
      voting power of all classes of stock in one of the other corporations in the
      chain.

     

    (v)  “Subsidiary”
      means any corporation (other than the Company) in an unbroken chain of
      corporations beginning with the Company, if each of the corporations (other
      than
      the last corporation) in the unbroken chain owns stock possessing 50% or more
      of
      the total combined voting power of all classes of stock in one of the other
      corporations in the chain.

     

    (vi)  “Termination”
      or “Terminated” means that the Optionee has for any reason ceased to provide
      services as an employee, officer, director, Optionee, independent contractor,
      or
      advisor to the Company or any Parent, Subsidiary or Affiliate of the Company.
      The Optionee will not be deemed to have ceased to provide services in the case
      of (i) sick leave, (ii) military leave, or (iii) any other leave of absence
      approved by the Board, provided,
      that
      such leave is for a period of not more than three months, unless reemployment
      or
      reinstatement upon the expiration of such leave is provided by contract or
      statute. In the case the Optionee is on an approved leave of absence, the Board
      may suspend vesting of the Option while the Optionee is on leave from the
      Company or any Parent, Subsidiary or Affiliate of the Company as the Board
      may
      deem appropriate. The Board will have sole discretion to determine whether
      the
      Optionee has ceased to provide services and the applicable Termination
      Date.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (vii)  “Termination
      Date” means the effective date of Termination, as determined by the
      Board.

     

    (b)  If
      the
      Optionee is Terminated for any reason except death or Disability, then the
      Optionee may exercise the Option (i) only to the extent that the Option would
      have been exercisable on the Termination Date and (ii) no later than three
      months after the Termination Date, but in any event, no later than the
      Expiration Date.

     

    (c)  If
      the
      Optionee is Terminated because of the Optionee’s death or Disability (or the
      Optionee dies within three months after a Termination other than for Cause
      or
      because of Optionee’s Disability), then the Option (i) may be exercised only to
      the extent that such Option would have been exercisable by the Optionee on
      the
      Termination Date and (ii) must be exercised by the Optionee (or the Optionee’s
      legal representative or authorized assignee) no later than twelve months after
      the Termination Date, but in any event no later than the Expiration
      Date.

     

    (d)  Notwithstanding
      the provisions in paragraphs 4(b) and 4(c), if the Optionee is Terminated for
      Cause, neither the Optionee, the Optionee’s estate nor such other person who may
      then hold the Option shall be entitled to exercise the Option whatsoever,
      whether or not, after the Termination Date, the Optionee may receive payment
      from the Company or any Parent, Subsidiary or Affiliate of the Company for
      vacation pay, for services rendered prior to the Termination Date, for services
      rendered for the day on which Termination occurs, for salary in lieu of notice,
      for severance or for any other benefits; provided,
      however,
      that the
      Board shall give the Optionee an opportunity to present to the Board evidence
      on
      the Optionees’s behalf that the provisions of this paragraph 4(d) should not
      apply and, in the alternative, paragraph 4(b) or 4(c) shall apply; provided,
      further, however,
      that,
      for the purpose of this paragraph 4(d), Termination shall be deemed to occur
      on
      the date when the Company dispatches notice or advice to the Optionee that
      the
      Optionee is Terminated.

     

    5.  Method
      of Exercise.
      This Option shall be exercisable by delivery of an exercise notice in the form
      attached as Exhibit A (the “Exercise Notice”) or in a manner and pursuant to
      procedures as the Board may determine, which shall state the election to
      exercise the Option, the number of Shares for which the Option is being
      exercised, and other representations and agreements as may be required by the
      Company. The Exercise Notice shall be accompanied by payment of the aggregate
      Exercise Price as to all Shares being acquired, together with any applicable
      tax
      withholding. This Option shall be deemed to be exercised upon receipt by the
      Company of a fully executed Exercise Notice accompanied by the aggregate
      Exercise Price, together with any applicable tax withholding. 

     

    6.  Method
      of Payment.
      Payment
      of the aggregate Exercise Price shall be by any of the following, or a
      combination thereof, at the election of the Optionee: 

     

    (a)  cash;
      

     

    (b)  check;

     

    (c)  to
      the
      extent not prohibited by Section 402 of the Sarbanes-Oxley Act of 2002, a
      promissory note;

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (d)  to
      the
      extent not prohibited by Section 402 of the Sarbanes-Oxley Act of 2002,
      surrender of other Shares which have a Fair Market Value on the date of
      surrender equal to the aggregate Exercise Price of the Shares being acquired;
      

     

    (e)  by
      asking
      the Company to withhold Shares from the total Shares to be delivered upon
      exercise equal to the number of Shares having a value equal to the aggregate
      Exercise Price of the Shares being acquired;

     

    (f)  in
      accordance with any broker-assisted cashless exercise procedures approved by
      the
      Company and as in effect from time to time.

     

    (g)  any
      combination of the foregoing methods of payment; or

     

    (h)  other
      consideration and method of payment for the issuance of Shares to the extent
      permitted by applicable laws.

     

    7.  Withholding
      Taxes.
      Optionee agrees to arrange for the satisfaction of all federal, state, local
      and
      foreign income and employment tax withholding requirements applicable to the
      Option exercise. Optionee acknowledges and agrees that the Company may refuse
      to
      honor the exercise and refuse to deliver the Shares if withholding amounts
      are
      not delivered at the time of exercise.

     

    8.  Legal
      Compliance.
      Optionee may not exercise the Option unless the exercise of the Option and
      the
      issuance of the Optioned Shares comply with applicable law. The Company shall
      be
      relieved of any liability with respect to any delayed issuance of shares or
      its
      failure to issue shares if such delay or failure is necessary to comply with
      applicable laws.

     

    9.  Adjustments
      Upon Changes in Capitalization. In
      the event that any dividend or other distribution (whether in the form of cash,
      Shares, other securities, or other property), recapitalization, stock split,
      reverse stock split, reorganization, merger, consolidation, split-up, spin-off,
      combination, repurchase, or exchange of Shares or other securities of the
      Company, or other change in the corporate structure of the Company affecting
      the
      Shares occurs, the Board, in order to prevent diminution or enlargement of
      the
      benefits or potential benefits intended to be made available under this Option,
      may appropriately and equitably adjust the number, class, and Exercise Price
      of
      Shares covered by this Option to prevent enlargement or diminution of the value
      of this Option.

     

    10.  Investment
      Representation and Legend of Certificates. 

     

    (a)  The
      Optionee acknowledges and agrees that, for any period in which a registration
      statement, with respect to the Option and/or Shares under the Securities Act
      of
      1933, as amended (the “Securities Act”), is not effective, the Optionee shall
      hold the Option and will purchase and/or own the Optioned Shares for investment
      and not for resale or distribution. The Company shall have the right to place
      upon the face and/or reverse side of any stock certificate or certificates
      evidencing the Optioned Shares such legend as the Board may prescribe for the
      purpose of preventing disposition of such Optioned Shares in violation of the
      Securities Act.

     

    (b)  If
      a
      registration statement under the Securities Act is not in effect with respect
      to
      the Shares issuable upon exercise, the Company may require as a condition
      precedent that the Optionee, upon exercising the Option, deliver to the Company
      a written representation and undertaking, satisfactory in form and substance
      to
      the Company, that, among other things, the Optionee is acquiring the Shares
      for
      his own account for investment and not with a view to or for sale in connection
      with any distribution of the security. 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    11.  No
      Evidence of Employment or Service. Nothing
      contained in this Agreement shall confer upon the Optionee any right to continue
      in employment with the Company, its parent or any of its subsidiaries or
      interfere in any way with the right of the Company, its parent or its
      subsidiaries (subject to the terms of any separate agreement to the contrary)
      to
      terminate the Optionee’s business relationship or to increase or decrease the
      Optionee’s compensation at any time.

     

    12.  Non-Transferability
      of Option. This
      Option may not be transferred in any manner otherwise than by will or by the
      laws of descent or distribution and may be exercised during the lifetime of
      the
      Optionee only by the Optionee. The terms of this Agreement will be binding
      upon
      the executors, administrators, heirs, successors and assigns of the
      Optionee.

     

    13.  Specific
      Performance.
      The Optionee expressly agrees that the Company will be irreparably damaged
      if
      the provisions of this Agreement are not specifically enforced. Upon a breach
      or
      threatened breach of the terms, covenants and/or conditions of this Agreement
      by
      the Optionee, the Company shall, in addition to all other remedies, be entitled
      to a temporary or permanent injunction, without showing any actual damage,
      and/or decree for specific performance, in accordance with the provisions hereof
      and thereof. The Board shall have the power to determine what constitutes a
      breach or threatened breach of this Agreement. Any such determinations shall be
      final and conclusive and binding upon the Optionee.

     

    14.  Notices. All
      notices or other communications which are required or permitted hereunder shall
      be in writing and sufficient if
      personally delivered or sent by telecopy,
      sent by nationally-recognized overnight courier, or
      sent by registered or certified mail, postage prepaid, return receipt requested,
      addressed as follows: 

     

    (a)  if
      to the
      Optionee, to the address (or telecopy number) set forth on the Notice of Grant;
      and

     

    (b)  if
      to the
      Company, to its principal executive office as specified in any report filed
      by
      the Company with the Securities and Exchange Commission or to such address
      as
      the Company may have specified to the Optionee in writing, Attention: Corporate
      Secretary;

     

    or
      to
      such other address as the party to whom notice is to be given may have furnished
      to the other party in writing in accordance herewith. Any such communication
      shall be deemed to have been given (i) when delivered, if personally delivered,
      or when telecopied, if telecopied, (ii) on the first Business Day (as
      hereinafter defined) after dispatch, if sent by nationally-recognized overnight
      courier and (iii) on the third Business Day following the date on which the
      piece of mail containing such communication is posted, if sent by mail. As
      used
      herein, “Business Day” means a day that is not a Saturday, Sunday or a day on
      which banking institutions in the city to which the notice
      or communication is to be sent are not required to be open.

     

    15.  No
      Waiver. No
      waiver of any breach or condition of this Agreement shall be deemed to be a
      waiver of any other or subsequent breach or condition, whether of like or
      different nature.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    16.  Optionee
      Undertaking. The
      Optionee agrees to take whatever additional actions and execute whatever
      additional documents the Company may in its reasonable judgment deem necessary
      or advisable in order to carry out or effect one or more of the obligations
      or
      restrictions imposed on the Optionee pursuant to the express provisions of
      this
      Agreement.

     

    17.  Governing
      Law. This
      Agreement shall be governed by, and construed in accordance with, the laws
      of
      the State of Nevada applicable to contracts made and to be wholly performed
      therein, without giving effect to its conflicts of laws principles.

     

    18.  Counterparts;
      Facsimile Execution. This
      Agreement may be executed in one or more counterparts, each of which shall
      be
      deemed to be an original, but all of which together shall constitute one and
      the
      same instrument. Facsimile execution and delivery of this Agreement is legal,
      valid and binding execution and delivery for all purposes.

     

    19.  Entire
      Agreement. This
      Agreement (including the Notice of Grant and the Exercise Notice) constitute
      the
      entire agreement between the parties with respect to the subject matter hereof,
      and supersedes all previously written or oral negotiations, commitments,
      representations and agreements with respect to the subject matter hereof, and
      may not be modified adversely to the Optionee’s interest except by means of a
      writing signed by the Company and Optionee. 

     

    20.  Severability. In
      the event one or more of the provisions of this Agreement should, for any
      reason, be held to be invalid, illegal or unenforceable in any respect, such
      invalidity, illegality or unenforceability shall not affect any other provisions
      of this Agreement, and this Agreement shall be construed as if such invalid,
      illegal or unenforceable provision had never been contained herein.


     

    21.  WAIVER
      OF JURY TRIAL. THE
      OPTIONEE HEREBY EXPRESSLY, IRREVOCABLY AND UNCONDITIONALLY WAIVES TRIAL BY
      JURY
      IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT AND FOR ANY
      COUNTERCLAIM THEREIN.

     

    By
      Optionee’s signature and the signature of the Company’s representative below,
      Optionee and the Company agree that this Option is granted under and governed
      by
      the terms and conditions of this Agreement. Optionee has reviewed this Agreement
      in its entirety, has had an opportunity to obtain the advice of counsel prior
      to
      executing this Agreement and fully understands all provisions of this Agreement.
      

     

    
      	 	 	CHINA TRANSINFO
              TECHNOLOGY
              CORP.
	 	 	 	 
	 	 	By:/s/
              Shudong Xia	 
	 	 	Name: Shudong Xia	 
	 	 	Title: Chief Executive Officer	 
	 	 	 	 
	 	 	 	 
	 	 	OPTIONEE	 
	 	 	 	 
	 	 	/s/ Zhihai Mao	 
	 	 	Zhihai Mao	 
	 	 	 	 


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      A

    


    CHINA
      TRANSINFO TECHNOLOGY CORP.

    


    EXERCISE
      NOTICE

     

    China
      TransInfo Technology Corp. 

    [Address]

    


    1.  Exercise
      of Option.
      Effective as of today, ________________, 20__, the undersigned (“Optionee”)
      hereby elects to purchase______________ shares of the common stock (the
“Shares”) of China TransInfo Technology Corp. (the “Company”) under the option
      (the “Option”) represented by the Stock Option Agreement dated January 7, 2008
      (the “Option Agreement”).

     

    2.  Delivery
      of Payment.
      Optionee herewith delivers to the Company the full purchase price for the Shares
      and any and all withholding taxes due in connection with the exercise of the
      Option. 

     

    3.  Representations
      of Optionee.
      Optionee acknowledges that Optionee has received, read and understood the Option
      Agreement and agrees to abide by and be bound by its terms and
      conditions.

     

    4.  Rights
      as Stockholder.
      Until the issuance (as evidenced by the appropriate entry on the books of the
      Company or of a duly authorized transfer agent of the Company) of the Shares,
      no
      right to vote or receive dividends or any other rights as a stockholder will
      exist with respect to the Optioned Stock, notwithstanding the exercise of the
      Option. The Shares so acquired will be issued to the Optionee as soon as
      practicable after exercise of the Option. No adjustment will be made for a
      dividend or other right for which the record date is prior to the date of
      issuance, except as provided in the Option Agreement.

     

    5.  Tax
      Consultation.
      Optionee understands that Optionee may suffer adverse tax consequences as a
      result of Optionee’s purchase or disposition of the Shares. Optionee represents
      that Optionee has consulted with any tax consultants Optionee deems advisable
      in
      connection with the purchase or disposition of the Shares and that Optionee
      is
      not relying on the Company for any tax advice.

     

    6.  Successors
      and Assigns.
      The Company may assign any of its rights under this Exercise Notice to single
      or
      multiple assignees, and this Exercise Notice shall inure to the benefit of
      the
      successors and assigns of the Company. Subject to the restrictions on transfer
      herein set forth, this Exercise Notice shall be binding upon Optionee and his
      or
      her heirs, executors, Boards, successors and assigns.

     

    7.  Entire
      Agreement; Governing Law.
      The Option Agreement and Notice of Grant are incorporated herein by reference.
      This Exercise Notice, the Option Agreement, and Notice of Grant constitute
      the
      entire agreement of the parties with respect to the subject matter hereof and
      supersede in their entirety all prior undertakings and agreements of the Company
      and Optionee with respect to the subject matter hereof, and may not be modified
      adversely to the Optionee’s interest except by means of a writing signed by the
      Company and Optionee. This Exercise Notice is governed by the internal
      substantive laws, but not the choice of law rules, of Nevada. 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    
      	
              Submitted
                by:

            	
              Accepted
                by:

            
	 	 
	 	 
	
              Optionee

            	
              CHINA
                TRANSINFO TECHNOLOGY CORP.

            
	
              ___________________________________

              Signature

              ___________________________________

              Print
                Name

              ___________________________________

              Address

              ___________________________________

              ___________________________________

            	
              ___________________________________

               

              ___________________________________

               

              ___________________________________

              Address

              ___________________________________

              ___________________________________

               

              Date
                Received: _______________________