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                                                                    Exhibit 10.2

                                    ATA INC.
                       2008 EMPLOYEE SHARE INCENTIVE PLAN

1.   PURPOSE OF PLAN

     The purpose of this ATA Inc. 2008 Employee Share Incentive Plan (this
     "PLAN") of ATA Inc., an exempted company organized under the Companies Law
     of the Cayman Islands, and its successors (the "COMPANY"), is to promote
     the success of the Company and to increase shareholder value by providing
     an additional means through the grant of awards to attract, motivate,
     retain and reward selected employees and other eligible persons.

2.   ELIGIBILITY

     The Administrator (as such term is defined in Section 3.1) may grant awards
     under this Plan only to those persons that the Administrator determines to
     be Eligible Persons. An "ELIGIBLE PERSON" is any person who is either: (a)
     an officer (whether or not a director) or employee of the Company or one of
     its Subsidiaries; (b) a director of the Company or one of its Subsidiaries;
     or (c) an individual consultant or advisor who renders or has rendered bona
     fide services (other than services in connection with the offering or sale
     of securities of the Company or one of its Subsidiaries in a
     capital-raising transaction or as a market maker or promoter of securities
     of the Company or one of its Subsidiaries) to the Company or one of its
     Subsidiaries and who is selected to participate in this Plan by the
     Administrator; provided, however, that a person who is otherwise an
     Eligible Person under clause (c) above may participate in this Plan only if
     such participation would not adversely affect either the Company's
     eligibility to use Form S-8 to register under the Securities Act of 1933,
     as amended (the "SECURITIES ACT"), the offering and sale of shares issuable
     under this Plan by the Company or the Company's compliance with any
     applicable laws. An Eligible Person who has been granted an award (a
     "PARTICIPANT") may, if otherwise eligible, be granted additional awards if
     the Administrator shall so determine. As used herein, "SUBSIDIARY" means
     any corporation or other entity a majority of whose outstanding voting
     shares or voting power is beneficially owned directly or indirectly by the
     Company; and "BOARD" means the Board of Directors of the Company.

3.   PLAN ADMINISTRATION

     3.1  THE ADMINISTRATOR. This Plan shall be administered by and all awards
          under this Plan shall be authorized by the Administrator. The
          "ADMINISTRATOR" means the Board or one or more committees appointed by
          the Board or another committee (within its delegated authority) to
          administer all or certain aspects of this Plan. Any such committee
          shall be comprised solely of one or more directors or such number of
          directors as may be required under applicable law. A committee may
          delegate some or all of its authority to another committee so
          constituted. The Board or a committee comprised solely of directors
          may also delegate, to the extent permitted by applicable law, to one
          or more officers of the Company, its powers under this Plan (a) to
          designate officers and employees of the Company and its Subsidiaries
          who will receive grants of awards under this Plan, and (b) to
          determine the number of shares subject to, and the other terms and
          conditions of, such awards, in each case within the limits established
          by the Board or another

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          committee within its delegated authority. The Board may delegate
          different levels of authority to different committees with
          administrative and grant authority under this Plan. Unless otherwise
          provided in the applicable charter of the Company or any
          Administrator: (a) a majority of the members of the acting
          Administrator shall constitute a quorum, and (b) the vote of a
          majority of the members present assuming the presence of a quorum or
          the unanimous written consent of the members of the Administrator
          shall constitute action by the acting Administrator.

          Award grants, and transactions in or involving awards, intended to be
          exempt under Rule 16b-3 under the Securities Exchange Act of 1934, as
          amended (the "EXCHANGE ACT"), must be duly and timely authorized by
          the Board or a committee consisting solely of two or more non-employee
          directors (as this requirement is applied under Rule 16b-3 promulgated
          under the Exchange Act). To the extent required by any applicable
          listing agency, this Plan shall be administered by a committee
          composed entirely of independent directors (within the meaning of the
          applicable listing agency).

     3.2  POWERS OF THE ADMINISTRATOR. Subject to the express provisions of this
          Plan, the Administrator is authorized and empowered to do all things
          necessary or desirable in connection with the authorization of awards
          and the administration of this Plan (in the case of a committee or
          delegation to one or more officers, within the authority delegated to
          that committee or person(s)), including, without limitation, the
          authority to:

          (a)  determine eligibility and, from among those persons determined to
               be eligible, the particular Eligible Persons who will receive an
               award under this Plan;

          (b)  grant awards to Eligible Persons, determine the price at which
               securities will be offered or awarded and the number of
               securities to be offered or awarded to any of such persons,
               determine the other specific terms and conditions of such awards
               consistent with the express limits of this Plan, establish the
               installments (if any) in which such awards shall become
               exercisable or shall vest (which may include, without limitation,
               performance and/or time-based schedules), or determine that no
               delayed exercisability or vesting is required, establish any
               applicable performance targets, and establish the events of
               termination or reversion of such awards;

          (c)  approve the forms of award agreements (which need not be
               identical either as to type of award or among participants);

          (d)  construe and interpret this Plan and any agreements defining the
               rights and obligations of the Company, its Subsidiaries, and
               participants under this Plan, further define the terms used in
               this Plan, and prescribe, amend and rescind rules and regulations
               relating to the administration of this Plan or the awards granted
               under this Plan;

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          (e)  cancel, modify, or waive the Company's rights with respect to, or
               modify, discontinue, suspend, or terminate any or all outstanding
               awards, subject to any required consent under Section 8.6.5;

          (f)  accelerate or extend the vesting or exercisability or extend the
               term of any or all such outstanding awards (in the case of
               options or share appreciation rights, within the maximum ten-year
               term of such awards) in such circumstances as the Administrator
               may deem appropriate (including, without limitation, in
               connection with a termination of employment or services or other
               events of a personal nature) subject to any required consent
               under Section 8.6.5;

          (g)  adjust the number of Common Shares subject to any award, adjust
               the price of any or all outstanding awards or otherwise change
               previously imposed terms and conditions, in such circumstances as
               the Administrator may deem appropriate, in each case subject to
               Sections 4 and 8.6, and provided that in no case (except due to
               an adjustment contemplated by Section 7 or any repricing that may
               be approved by shareholders) shall such an adjustment constitute
               a repricing (by amendment, substitution, cancellation and
               regrant, exchange for cash or another award or other means) of
               the per share exercise or base price of any option or share
               appreciation right;

          (h)  determine the date of grant of an award, which may be a
               designated date after but not before the date of the
               Administrator's action (unless otherwise designated by the
               Administrator, the date of grant of an award shall be the date
               upon which the Administrator took the action granting an award);

          (i)  determine whether, and the extent to which, adjustments are
               required pursuant to Section 7 hereof and authorize the
               termination, conversion, substitution or succession of awards
               upon the occurrence of an event of the type described in Section
               7;

          (j)  acquire or settle (subject to Sections 7 and 8.6) rights under
               awards in cash, shares of equivalent value, or other
               consideration;

          (k)  determine the fair market value of the Common Shares or awards
               under this Plan from time to time and/or the manner in which such
               value will be determined; and

          (l)  implement any procedures, steps or additional or different
               requirements as may be necessary to comply with any laws of the
               People's Republic of China (the "PRC") that may be applicable to
               this Plan, any Option or any related documents, including, but
               not limited to, foreign exchange laws, tax laws and securities
               laws of the PRC.

     3.3  BINDING DETERMINATIONS. Any action taken by, or inaction of, the
          Company, any Subsidiary, or the Administrator relating or pursuant to
          this Plan and within its authority hereunder or under applicable law
          shall be within the absolute discretion

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          of that entity or body and shall be conclusive and binding upon all
          persons. Neither the Board nor any Board committee, nor any member
          thereof or person acting at the direction thereof, shall be liable for
          any act, omission, interpretation, construction or determination made
          in good faith in connection with this Plan (or any award made under
          this Plan), and all such persons shall be entitled to indemnification
          and reimbursement by the Company in respect of any claim, loss, damage
          or expense (including, without limitation, attorneys' fees) arising or
          resulting therefrom to the fullest extent permitted by law and/or
          under any directors and officers liability insurance coverage that may
          be in effect from time to time.

     3.4  RELIANCE ON EXPERTS. In making any determination or in taking or not
          taking any action under this Plan, the Administrator may obtain and
          may rely upon the advice of experts, including employees and
          professional advisors to the Company. No director, officer or agent of
          the Company or any of its Subsidiaries shall be liable for any such
          action or determination taken or made or omitted in good faith.

     3.5  DELEGATION. The Administrator may delegate ministerial,
          non-discretionary functions to individuals who are officers or
          employees of the Company or any of its Subsidiaries or to third
          parties.

4.   COMMON SHARES SUBJECT TO THE PLAN; SHARE LIMITS

     4.1  SHARES AVAILABLE. Subject to the provisions of Section 7.1, the shares
          that may be delivered under this Plan shall be shares of the Company's
          authorized but unissued Common Shares and any shares of its Common
          Shares held as treasury shares. For purposes of this Plan, "COMMON
          SHARES" shall mean the common shares of the Company and such other
          securities or property as may become the subject of awards under this
          Plan, or may become subject to such awards, pursuant to an adjustment
          made under Section 7.1.

     4.2  SHARE LIMITS. The maximum number of Common Shares that may be
          delivered pursuant to awards granted to Eligible Persons under this
          Plan (the "SHARE LIMIT") is equal to 336,307 Common Shares. The Share
          Limit shall automatically increase on January 1 of each calendar year
          during the term of this Plan, commencing with January 1, 2009, by an
          amount equal to the lesser of (i) 1% of the total number of Common
          Shares issued and outstanding on December 31 of the immediately
          preceding calendar year, (ii) 336,307 Common Shares or (iii) such
          number of Common Shares as may be established by the Board. The
          maximum number of Common Shares that may be initially delivered
          pursuant to options qualified as incentive stock options granted under
          this Plan is 336,307 Common Shares. The maximum number of Common
          Shares that may be delivered pursuant to options qualified as
          incentive stock options granted under this Plan shall automatically
          increase on January 1 of each calendar year during the term of this
          Plan by 336,307 Ordinary Shares

     4.3  AWARDS SETTLED IN CASH, REISSUE OF AWARDS AND SHARES. To the extent
          that an award granted under this Plan is settled in cash or a form
          other than Common Shares, the shares that would have been delivered
          had there been no such cash or

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          other settlement shall not be counted against the shares available for
          issuance under this Plan. In the event that Common Shares are
          delivered in respect of a dividend equivalent right granted under this
          Plan, only the actual number of shares delivered with respect to the
          award shall be counted against the share limits of this Plan. To the
          extent that Common Shares are delivered pursuant to the exercise of a
          share appreciation right or option granted under this Plan, the number
          of underlying shares as to which the exercise related shall be counted
          against the applicable share limits under Section 4.2, as opposed to
          only counting the shares actually issued. (For purposes of clarity, if
          a share appreciation right relates to 100,000 shares and is exercised
          at a time when the payment due to the participant is 15,000 shares,
          100,000 shares shall be charged against the applicable share limits
          under Section 4.2 with respect to such exercise.) Shares that are
          subject to or underlie awards granted under this Plan which expire or
          for any reason are cancelled or terminated, are forfeited, fail to
          vest, or for any other reason are not paid or delivered under this
          Plan shall again be available for subsequent awards under this Plan.
          Shares that are exchanged by a participant or withheld by the Company
          as full or partial payment in connection with any award under this
          Plan, as well as any shares exchanged by a participant or withheld by
          the Company or one of its Subsidiaries to satisfy the tax withholding
          obligations related to any award, shall not be available for
          subsequent awards under this Plan. Shares not issued in connection
          with share-settled share appreciation rights and shares tendered or
          withheld in payment of an option price or for withholding taxes shall
          not be counted against the shares available for issuance under this
          Plan. Refer to Section 8.10 for application of the foregoing share
          limits with respect to assumed awards.

     4.4  RESERVATION OF SHARES; NO FRACTIONAL SHARES; MINIMUM ISSUE. The
          Company shall at all times reserve a number of Common Shares
          sufficient to cover the Company's obligations and contingent
          obligations to deliver shares with respect to awards then outstanding
          under this Plan (exclusive of any dividend equivalent obligations to
          the extent the Company has the right to settle such rights in cash).
          No fractional shares shall be delivered under this Plan. The
          Administrator may pay cash in lieu of any fractional shares in
          settlements of awards under this Plan. No fewer than 100 shares may be
          purchased on exercise of any award (or, in the case of share
          appreciation or purchase rights, no fewer than 100 rights may be
          exercised at any one time) unless the total number purchased or
          exercised is the total number at the time available for purchase or
          exercise under the award.

5.   AWARDS

     5.1  TYPE AND FORM OF AWARDS. The Administrator shall determine the type or
          types of award(s) to be made to each selected Eligible Person. Awards
          may be granted singly, in combination or in tandem. Awards also may be
          made in combination or in tandem with, in replacement of, as
          alternatives to, or as the payment form for grants or rights under any
          other employee or compensation plan of the Company or one of its
          Subsidiaries. The types of awards that may be granted under this Plan
          are:

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          5.1.1 SHARE OPTIONS. A share option is the grant of a right to
          purchase a specified number of Common Shares during a specified period
          as determined by the Administrator. An option may be intended as an
          incentive stock option within the meaning of Section 422 of the
          Internal Revenue Code of 1986, as amended (the "CODE") (an "ISO") or a
          nonqualified stock option (an option not intended to be an ISO). The
          award agreement for an option will indicate if the option is intended
          as an ISO; otherwise it will be deemed to be a nonqualified stock
          option. The maximum term of each option (ISO or nonqualified) shall be
          ten (10) years. Unless otherwise determined by the Board, the per
          share exercise price for each option shall be not less than 100% of
          the fair market value of a share of Common Shares on the date of grant
          of the option. When an option is exercised, the exercise price for the
          shares to be purchased shall be paid in full in cash or such other
          method permitted by the Administrator consistent with Section 5.5.

          5.1.2 ADDITIONAL RULES APPLICABLE TO ISOS. To the extent that the
          aggregate fair market value (determined at the time of grant of the
          applicable option) of shares with respect to which ISOs first become
          exercisable by a participant in any calendar year exceeds $100,000,
          taking into account both Common Shares subject to ISOs under this Plan
          and shares subject to ISOs under all other plans of the Company or one
          of its Subsidiaries (or any parent or predecessor corporation to the
          extent required by and within the meaning of Section 422 of the Code
          and the regulations promulgated thereunder), such options shall be
          treated as nonqualified stock options. In reducing the number of
          options treated as ISOs to meet the $100,000 limit, the most recently
          granted options shall be reduced first. To the extent a reduction of
          simultaneously granted options is necessary to meet the $100,000
          limit, the Administrator may, in the manner and to the extent
          permitted by law, designate which Common Shares are to be treated as
          shares acquired pursuant to the exercise of an ISO. ISOs may only be
          granted to employees of the Company or one of its subsidiaries (for
          this purpose, the term "subsidiary" is used as defined in Section
          424(f) of the Code, which generally requires an unbroken chain of
          ownership of at least 50% of the total combined voting power of all
          classes of shares of each subsidiary in the chain beginning with the
          Company and ending with the subsidiary in question). There shall be
          imposed in any award agreement relating to ISOs such other terms and
          conditions as from time to time are required in order that the option
          be an "incentive stock option" as that term is defined in Section 422
          of the Code. No ISO may be granted to any person who, at the time the
          option is granted, owns (or is deemed to own under Section 424(d) of
          the Code) shares of outstanding Common Shares possessing more than 10%
          of the total combined voting power of all classes of shares of the
          Company, unless the exercise price of such option is at least 110% of
          the fair market value of the shares subject to the option and such
          option by its terms is not exercisable after the expiration of five
          years from the date such option is granted.

          5.1.3 SHARE APPRECIATION RIGHTS. A share appreciation right or "SAR"
          is a right to receive a payment, in cash and/or Common Shares, equal
          to the excess of the fair market value of a specified number of Common
          Shares on the date the SAR is exercised over the "BASE PRICE" of the
          award, which base price shall be set forth in the applicable award
          agreement and shall be not less than 100% of the fair

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          market value of a share of Common Shares on the date of grant of the
          SAR. The maximum term of a SAR shall be ten (10) years.

          5.1.4 OTHER AWARDS. The other types of awards that may be granted
          under this Plan are: (a) share bonuses, restricted shares, performance
          shares (which may be settled in Common Shares or cash), share units,
          phantom shares, dividend equivalents, or similar rights to purchase or
          acquire shares, whether at a fixed or variable price or ratio related
          to the Common Shares, upon the passage of time, the occurrence of one
          or more events, or the satisfaction of performance criteria or other
          conditions, or any combination thereof; or (b) any similar securities
          with a value derived from the value of or related to the Common Shares
          and/or returns thereon.

     5.2  [RESERVED.]

     5.3  AWARD AGREEMENTS. Each award shall be evidenced by either (1) a
          written award agreement in a form approved by the Administrator and
          executed by the Company by an officer duly authorized to act on its
          behalf, or (2) an electronic notice of award grant in a form approved
          by the Administrator and recorded by the Company (or its designee) in
          an electronic recordkeeping system used for the purpose of tracking
          award grants under this Plan generally (in each case, an "award
          agreement"), as the Administrator may provide and, in each case and if
          required by the Administrator, executed or otherwise electronically
          accepted by the recipient of the award in such form and manner as the
          Administrator may require. The Administrator may authorize any officer
          of the Company (other than the particular award recipient) to execute
          any or all award agreements on behalf of the Company. The award
          agreement shall set forth the material terms and conditions of the
          award as established by the Administrator consistent with the express
          limitations of this Plan.

     5.4  DEFERRALS AND SETTLEMENTS. Payment of awards may be in the form of
          cash, Common Shares, other awards or combinations thereof as the
          Administrator shall determine, and with such restrictions as it may
          impose. The Administrator may also require or permit participants to
          elect to defer the issuance of shares or the settlement of awards in
          cash under such rules and procedures as it may establish under this
          Plan, in any event in compliance with Section 8.1.2 hereof. The
          Administrator may also provide that deferred settlements include the
          payment or crediting of interest or other earnings on the deferral
          amounts, or the payment or crediting of dividend equivalents where the
          deferred amounts are denominated in shares.

     5.5  CONSIDERATION FOR COMMON SHARES OR AWARDS. The purchase price for any
          award granted under this Plan or the Common Shares to be delivered
          pursuant to an award, as applicable, may be paid by means of any
          lawful consideration as determined by the Administrator, including,
          without limitation, one or a combination of the following methods:

          o    services rendered by the recipient of such award;

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          o    cash, check payable to the order of the Company, or electronic
               funds transfer;

          o    notice and third party payment in such manner as may be
               authorized by the Administrator;

          o    the delivery of previously owned Common Shares;

          o    by a reduction in the number of shares otherwise deliverable
               pursuant to the award; or

          o    subject to such procedures as the Administrator may adopt,
               pursuant to a "cashless exercise" with a third party who provides
               financing for the purposes of (or who otherwise facilitates) the
               purchase or exercise of awards.

          In no event shall any Common Shares newly-issued by the Company be
          issued for less than the minimum lawful consideration for such Common
          Shares or for consideration other than consideration permitted by
          applicable law. In the event that the Administrator allows a
          participant to exercise an award by delivering Common Shares
          previously owned by such participant and unless otherwise expressly
          provided by the Administrator, any Common Shares delivered which were
          initially acquired by the participant from the Company (upon exercise
          of a share option or otherwise) must have been owned by the
          participant. Common Shares used to satisfy the exercise price of an
          option shall be valued at their fair market value on the date of
          exercise. The Company will not be obligated to deliver any Common
          Shares unless and until it receives full payment of the exercise or
          purchase price therefor and any related withholding obligations under
          Section 8.5 and any other conditions to exercise or purchase have been
          satisfied. Unless otherwise expressly provided in the applicable award
          agreement, the Administrator may at any time eliminate or limit a
          participant's ability to pay the purchase or exercise price of any
          award or Common Shares by any method other than cash payment to the
          Company. The Administrator may take all actions necessary to alter the
          method of Option exercise and the exchange and transmittal of proceeds
          with respect to participants resident in the People's Republic of
          China ("PRC") not having permanent residence in a country other than
          the PRC in order to comply with applicable PRC foreign exchange and
          tax regulations.

     5.6  DEFINITION OF FAIR MARKET VALUE. For purposes of this Plan, "fair
          market value" shall mean, if the Common Shares are not listed or
          actively traded on an internationally recognized securities exchange
          as of the applicable date, the fair market value as reasonably
          determined by the Administrator for purposes of the award in the
          circumstances. If the Common Shares are listed and actively traded on
          an internationally recognized securities exchange, then unless
          otherwise determined or provided by the Administrator in the
          circumstances, the "fair market value" shall mean the last price for
          an Common Share as furnished by the securities exchange on which the
          Common Shares are listed for the date in question or, if no sales of
          Common Shares were reported on that date, the last price for a Common
          Share as furnished by the securities exchange on which the Common
          Shares are listed for the next preceding day on which sales of Common
          Shares were reported. The Administrator also may adopt a different
          methodology

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          for determining fair market value with respect to one or more awards
          if a different methodology is necessary or advisable to secure any
          intended favorable tax, legal or other treatment for the particular
          award(s) (for example, and without limitation, the Administrator may
          provide that fair market value for purposes of one or more awards will
          be based on an average of closing prices (or the average of high and
          low daily trading prices) for a specified period preceding the
          relevant date).

     5.7  TRANSFER RESTRICTIONS.

          5.7.1 LIMITATIONS ON EXERCISE AND TRANSFER. Unless otherwise expressly
          provided in (or pursuant to) this Section 5.7 or required by
          applicable law: (a) all awards are non-transferable and shall not be
          subject in any manner to sale, transfer, anticipation, alienation,
          assignment, pledge, encumbrance or charge; (b) awards shall be
          exercised only by the participant; and (c) amounts payable or shares
          issuable pursuant to any award shall be delivered only to (or for the
          account of) the participant. In addition, the Common Shares shall be
          subject to the restrictions set forth in the applicable Option
          Agreement.

          5.7.2 EXCEPTIONS. The Administrator may permit awards to be exercised
          by and paid to, or otherwise transferred to, other persons or entities
          pursuant to such conditions and procedures, including limitations on
          subsequent transfers, as the Administrator may, in its sole
          discretion, establish in writing. Any permitted transfer shall be
          subject to compliance with applicable federal and state securities
          laws and shall not be for value (other than nominal consideration,
          settlement of marital property rights, or for interests in an entity
          in which more than 50% of the voting interests are held by the
          Eligible Person or by the Eligible Person's family members).

          5.7.3 FURTHER EXCEPTIONS TO LIMITS ON TRANSFER. The exercise and
          transfer restrictions in Section 5.7.1 shall not apply to:

          (a)  transfers to the Company (for example, in connection with the
               expiration or termination of the award),

          (b)  the designation of a beneficiary to receive benefits in the event
               of the participant's death or, if the participant has died,
               transfers to or exercise by the participant's beneficiary, or, in
               the absence of a validly designated beneficiary, transfers by
               will or the laws of descent and distribution,

          (c)  subject to any applicable limitations on ISOs, transfers to a
               family member (or former family member) pursuant to a domestic
               relations order if approved or ratified by the Administrator,

          (d)  if the participant has suffered a disability, permitted transfers
               or exercises on behalf of the participant by his or her legal
               representative, or

          (e)  the authorization by the Administrator of "cashless exercise"
               procedures with third parties who provide financing for the
               purpose of (or who otherwise facilitate) the exercise of awards
               consistent with applicable laws and the express authorization of
               the Administrator. Anything in this

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               Section 5.7.3 to the contrary notwithstanding, but subject to
               compliance with all applicable laws, ISOs will be subject to any
               and all transfer restrictions under the Code applicable to such
               awards or necessary to maintain the intended tax consequences of
               such Awards.

     5.8  INTERNATIONAL AWARDS. One or more awards may be granted to Eligible
          Persons who provide services to the Company or one of its Subsidiaries
          outside of the United States. Any awards granted to such persons may
          be granted pursuant to the terms and conditions of any applicable
          sub-plans, if any, appended to this Plan and approved by the
          Administrator.

6.   EFFECT OF TERMINATION OF EMPLOYMENT OR SERVICE ON AWARDS

     6.1  GENERAL. The Administrator shall establish the effect of a termination
          of employment or service on the rights and benefits under each award
          under this Plan and in so doing may make distinctions based upon,
          inter alia, the cause of termination and type of award. If the
          participant is not an employee of the Company or one of its
          Subsidiaries and provides other services to the Company or one of its
          Subsidiaries, the Administrator shall be the sole judge for purposes
          of this Plan (unless a contract or the award otherwise provides) of
          whether the participant continues to render services to the Company or
          one of its Subsidiaries and the date, if any, upon which such services
          shall be deemed to have terminated.

     6.2  EVENTS NOT DEEMED TERMINATIONS OF SERVICE. Unless the express policy
          of the Company or one of its Subsidiaries, or the Administrator,
          otherwise provides, the employment relationship shall not be
          considered terminated in the case of (a) sick leave, (b) military
          leave, or (c) any other leave of absence authorized by the Company or
          one of its Subsidiaries, or the Administrator; provided that, unless
          reemployment upon the expiration of such leave is guaranteed by
          contract or law or the Administrator otherwise provides, such leave is
          for a period of not more than three months. In the case of any
          employee of the Company or one of its Subsidiaries on an approved
          leave of absence, continued vesting of the award while on leave from
          the employ of the Company or one of its Subsidiaries may be suspended
          until the employee returns to service, unless the Administrator
          otherwise provides or applicable law otherwise requires. In no event
          shall an award be exercised after the expiration of the term set forth
          in the applicable award agreement.

     6.3  EFFECT OF CHANGE OF SUBSIDIARY STATUS. For purposes of this Plan and
          any award, if an entity ceases to be a Subsidiary of the Company a
          termination of employment or service shall be deemed to have occurred
          with respect to each Eligible Person in respect of such Subsidiary who
          does not continue as an Eligible Person in respect of another entity
          within the Company or another Subsidiary that continues as such after
          giving effect to the transaction or other event giving rise to the
          change in status.

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7.   ADJUSTMENTS; ACCELERATION

     7.1  ADJUSTMENTS. Subject to Section 7.2, upon (or, as may be necessary to
          effect the adjustment, immediately prior to): any reclassification,
          recapitalization, share split (including a share split in the form of
          a share dividend) or reverse share split; any merger, combination,
          consolidation, or other reorganization; any spin-off, split-up, or
          similar extraordinary dividend distribution in respect of the Common
          Shares; or any exchange of Common Shares or other securities of the
          Company, or any similar, unusual or extraordinary corporate
          transaction in respect of the Common Shares; then the Administrator
          shall equitably and proportionately adjust (1) the number and type of
          Common Shares (or other securities) that thereafter may be made the
          subject of awards (including the specific share limits, maximums and
          numbers of shares set forth elsewhere in this Plan), (2) the number,
          amount and type of Common Shares (or other securities or property)
          subject to any outstanding awards, (3) the grant, purchase, or
          exercise price (which term includes the base price of any SAR or
          similar right) of any outstanding awards, and/or (4) the securities,
          cash or other property deliverable upon exercise or payment of any
          outstanding awards, in each case to the extent necessary to preserve
          (but not increase) the level of incentives intended by this Plan and
          the then-outstanding awards.

          Unless otherwise expressly provided in the applicable award agreement,
          upon (or, as may be necessary to effect the adjustment, immediately
          prior to) any event or transaction described in the preceding
          paragraph or a sale of all or substantially all of the business or
          assets of the Company as an entirety, the Administrator shall
          equitably and proportionately adjust the performance standards
          applicable to any then-outstanding performance-based awards to the
          extent necessary to preserve (but not increase) the level of
          incentives intended by the Plan and the then-outstanding
          performance-based awards.

          It is intended that, if possible, any adjustments contemplated by the
          preceding two paragraphs be made in a manner that satisfies applicable
          legal, tax (including, without limitation and as applicable in the
          circumstances, Section 424 of the Code and Section 409A of the Code)
          and accounting (so as to not trigger any charge to earnings with
          respect to such adjustment) requirements.

          Without limiting the generality of Section 3.3, any good faith
          determination by the Administrator as to whether an adjustment is
          required in the circumstances pursuant to this Section 7.1, and the
          extent and nature of any such adjustment, shall be conclusive and
          binding on all persons.

     7.2  CORPORATE TRANSACTIONS - ASSUMPTION AND TERMINATION OF AWARDS. Upon
          the occurrence of any of the following events (each, a "CHANGE OF
          CONTROL"): any merger, combination, consolidation, or other
          reorganization; any exchange of Common Shares or other securities of
          the Company; a sale of all or substantially all the business, shares
          or assets of the Company; a dissolution of the Company; or any other
          event in which the Company does not survive (or does not survive as a
          public company in respect of its Common Shares); then the
          Administrator may make provision for either (i) a cash payment in full
          settlement of all outstanding

                                       11

<PAGE>

          vested share-based awards outstanding under this Plan, (ii) the
          termination of all outstanding share-based awards outstanding under
          this Plan, or (iii) the assumption, substitution or exchange of any or
          all outstanding share-based awards or the cash, securities or property
          deliverable to the holder of any or all outstanding share-based
          awards, in each case based upon, to the extent relevant under the
          circumstances, the distribution or consideration payable to holders of
          the Common Shares upon or in respect of such Change of Control. Upon
          the occurrence of any Change of Control, unless the Administrator has
          made a provision for the substitution, assumption, exchange or other
          continuation or settlement of the award or the award would otherwise
          continue in accordance with its terms in the circumstances: (1)
          subject to Section 7.4 and unless otherwise provided in the applicable
          award agreement, each then-outstanding option and SAR may as the
          Administrator shall determine become fully vested, all shares of
          restricted shares then outstanding shall fully vest free of
          restrictions, and each other award granted under this Plan that is
          then outstanding shall become payable to the holder of such award; and
          (2) each award shall terminate and be deemed cancelled upon the
          occurrence of a Change of Control; provided that the holder of an
          option or SAR shall be given reasonable advance notice of the
          impending termination and a reasonable opportunity to exercise his or
          her outstanding vested options and SARs (after giving effect to any
          accelerated vesting required in the circumstances) in accordance with
          their terms before the termination of such awards (except that in no
          case shall more than ten days' notice of the impending termination be
          required and any acceleration of vesting and any exercise of any
          portion of an award that is so accelerated may be made contingent upon
          the actual occurrence of the event). For the avoidance of doubt if the
          per share price for an Common Share in any such Change of Control
          transaction equals or exceeds the relevant exercise price of any
          outstanding (vested or unvested) option or SAR, then the Administrator
          shall be empowered to terminate and cancel such outstanding option or
          SAR without the payment of any consideration whatsoever without the
          consent of the holder thereof. Upon the occurrence of any Change of
          Control where the Administrator has made a provision for the
          substitution, assumption, exchange or other continuation or settlement
          of the award or the award would otherwise continue in accordance with
          its terms in the circumstances, if the Participant is terminated
          without cause within 24 months of such Change of Control transaction,
          then, in the sole discretion of the administrator, each
          then-outstanding option and SAR may become fully vested, all shares of
          restricted shares then outstanding shall fully vest free of
          restrictions, and each other award granted under this Plan that is
          then outstanding shall become payable to the holder of such award.

          Without limiting the preceding paragraph, in connection with any event
          referred to in the preceding paragraph or any Change of Control event
          defined in any applicable award agreement, the Administrator may, in
          its discretion, provide for the accelerated vesting of any award or
          awards as and to the extent determined by the Administrator in the
          circumstances.

          The Administrator may adopt such valuation methodologies for
          outstanding awards as it deems reasonable in the event of a cash or
          property settlement and, in the case of options, SARs or similar
          rights, but without limitation on other

                                       12

<PAGE>

          methodologies, may base such settlement solely upon the excess if any
          of the per share amount payable upon or in respect of such event over
          the exercise or base price of the award.

          In any of the events referred to in this Section 7.2, the
          Administrator may take such action contemplated by this Section 7.2
          prior to such event (as opposed to on the occurrence of such event) to
          the extent that the Administrator deems the action necessary to permit
          the participant to realize the benefits intended to be conveyed with
          respect to the underlying shares. Without limiting the generality of
          the foregoing, the Administrator may deem an acceleration to occur
          immediately prior to the applicable event and/or reinstate the
          original terms of the award if an event giving rise to an acceleration
          does not occur.

          Without limiting the generality of Section 3.3, any good faith
          determination by the Administrator pursuant to its authority under
          this Section 7.2 shall be conclusive and binding on all persons.

     7.3  OTHER ACCELERATION RULES. The Administrator may override the
          provisions of Section 7.2 and/or 7.4 by express provision in the award
          agreement and may accord any Eligible Person a right to refuse any
          acceleration, whether pursuant to the award agreement or otherwise, in
          such circumstances as the Administrator may approve. The portion of
          any ISO accelerated in connection with an event referred to in Section
          7.2 (or such other circumstances as may trigger accelerated vesting of
          the award) shall remain exercisable as an ISO only to the extent the
          applicable $100,000 limitation on ISOs is not exceeded. To the extent
          exceeded, the accelerated portion of the option shall be exercisable
          as a nonqualified stock option under the Code.

     7.4  GOLDEN PARACHUTE LIMITATION. Notwithstanding anything else contained
          in this Section 7 to the contrary, in no event shall any award or
          payment be accelerated under this Plan to an extent or in a manner so
          that such award or payment, together with any other compensation and
          benefits provided to, or for the benefit of, the participant under any
          other plan or agreement of the Company or any of its Subsidiaries,
          would not be fully deductible by the Company or one of its
          Subsidiaries for federal income tax purposes because of Section 280G
          of the Code. If a participant would be entitled to benefits or
          payments hereunder and under any other plan or program that would
          constitute "parachute payments" as defined in Section 280G of the
          Code, then the participant may by written notice to the Company
          designate the order in which such parachute payments will be reduced
          or modified so that the Company or one of its Subsidiaries is not
          denied federal income tax deductions for any "parachute payments"
          because of Section 280G of the Code. Notwithstanding the foregoing, if
          a participant is a party to an employment or other agreement with the
          Company or one of its Subsidiaries, or is a participant in a severance
          program sponsored by the Company or one of its Subsidiaries, that
          contains express provisions regarding Section 280G and/or Section 4999
          of the Code (or any similar successor provision), or the applicable
          award agreement includes such provisions, the Section 280G and/or
          Section 4999 provisions of such employment or other agreement or plan,
          as applicable, shall control as to the awards held by that participant
          (for example, and without

                                       13

<PAGE>

          limitation, a participant may be a party to an employment agreement
          with the Company or one of its Subsidiaries that provides for a
          "gross-up" as opposed to a "cut-back" in the event that the Section
          280G thresholds are reached or exceeded in connection with a change in
          control and, in such event, the Section 280G and/or Section 4999
          provisions of such employment agreement shall control as to any awards
          held by that participant).

8.   OTHER PROVISIONS

     8.1  COMPLIANCE WITH LAWS. This Plan, the granting and vesting of awards
          under this Plan, the offer, issuance and delivery of Common Shares,
          and/or the payment of money under this Plan or under awards are
          subject to compliance with all applicable federal and state laws,
          rules and regulations (including but not limited to state and federal
          securities law and federal margin requirements) and to such approvals
          by any listing, regulatory or governmental authority as may, in the
          opinion of counsel for the Company, be necessary or advisable in
          connection therewith. The person acquiring any securities under this
          Plan will, if requested by the Company or one of its Subsidiaries,
          provide such assurances and representations to the Company or one of
          its Subsidiaries as the Administrator may deem necessary or desirable
          to assure compliance with all applicable legal and accounting
          requirements.

               No participant shall sell, pledge or otherwise transfer Common
          Shares acquired pursuant to an award or any interest in such shares
          except in accordance with the express terms of this Plan and the
          applicable Option Agreement. Any attempted transfer in violation of
          this Section 8 shall be void and of no effect. Without in any way
          limiting the provisions set forth above, no Participant shall make any
          disposition of all or any portion of Common Shares acquired or to be
          acquired pursuant to an award, except in compliance with all
          applicable federal and state securities laws and unless and until, if
          applicable:

               (a) there is then in effect a registration statement under the
          Securities Act covering such proposed disposition and such disposition
          is made in accordance with such registration statement;

               (b) such disposition is made in accordance with Rule 144 under
          the Securities Act; or

               (c) such participant notifies the Company of the proposed
          disposition and furnishes the Company with a statement of the
          circumstances surrounding the proposed disposition, and, if requested
          by the Company, furnishes to the Company an opinion of counsel
          acceptable to the Company's counsel, that such disposition will not
          require registration under the Securities Act and will be in
          compliance with all applicable state securities laws.

               Notwithstanding anything else herein to the contrary, neither the
          Company or any affiliate has any obligation to register the Common
          Shares or file any registration statement under either federal or
          state securities laws, nor does the Company or any affiliate make any
          representation concerning the likelihood

                                       14

<PAGE>

          of a public offering of the Common Shares or any other securities of
          the Company or any affiliate.

     8.2  NO RIGHTS TO AWARD. No person shall have any claim or rights to be
          granted an award (or additional awards, as the case may be) under this
          Plan, subject to any express contractual rights (set forth in a
          document other than this Plan) to the contrary.

     8.3  NO EMPLOYMENT/SERVICE CONTRACT. Nothing contained in this Plan (or in
          any other documents under this Plan or in any award) shall confer upon
          any Eligible Person or other participant any right to continue in the
          employ or other service of the Company or one of its Subsidiaries,
          constitute any contract or agreement of employment or other service or
          affect an employee's status as an employee at will, nor shall
          interfere in any way with the right of the Company or one of its
          Subsidiaries to change a person's compensation or other benefits, or
          to terminate his or her employment or other service, with or without
          cause. Nothing in this Section 8.3, however, is intended to adversely
          affect any express independent right of such person under a separate
          employment or service contract other than an award agreement.

     8.4  PLAN NOT FUNDED. Awards payable under this Plan shall be payable in
          shares or from the general assets of the Company, and no special or
          separate reserve, fund or deposit shall be made to assure payment of
          such awards. No participant, beneficiary or other person shall have
          any right, title or interest in any fund or in any specific asset
          (including Common Shares, except as expressly otherwise provided) of
          the Company or one of its Subsidiaries by reason of any award
          hereunder. Neither the provisions of this Plan (or of any related
          documents), nor the creation or adoption of this Plan, nor any action
          taken pursuant to the provisions of this Plan shall create, or be
          construed to create, a trust of any kind or a fiduciary relationship
          between the Company or one of its Subsidiaries and any participant,
          beneficiary or other person. To the extent that a participant,
          beneficiary or other person acquires a right to receive payment
          pursuant to any award hereunder, such right shall be no greater than
          the right of any unsecured general creditor of the Company.

     8.5  TAX WITHHOLDING. Upon any exercise, vesting, or payment of any award
          or upon the disposition of Common Shares acquired pursuant to the
          exercise of an ISO prior to satisfaction of the holding period
          requirements of Section 422 of the Code, the Company or one of its
          Subsidiaries shall have the right at its option to:

          (a)  require the participant (or the participant's personal
               representative or beneficiary, as the case may be) to pay or
               provide for payment of at least the minimum amount of any taxes
               which the Company or one of its Subsidiaries may be required to
               withhold with respect to such award event or payment; or

          (b)  deduct from any amount otherwise payable in cash to the
               participant (or the participant's personal representative or
               beneficiary, as the case may be) the minimum amount of any taxes
               which the Company or one of its

                                       15

<PAGE>

               Subsidiaries may be required to withhold with respect to such
               cash payment.

          In any case where a tax is required to be withheld (including taxes in
          the PRC where applicable) in connection with the delivery of Common
          Shares under this Plan (including the sale of Common Shares as may be
          required to comply with foreign exchange rules in the PRC for
          participants resident in the PRC), the Administrator may in its sole
          discretion (subject to Section 8.1) grant (either at the time of the
          award or thereafter) to the participant the right to elect, pursuant
          to such rules and subject to such conditions as the Administrator may
          establish, to have the Company reduce the number of Common Shares to
          be delivered by (or otherwise reacquire) the appropriate number of
          Common Shares, valued in a consistent manner at their fair market
          value or at the sales price in accordance with authorized procedures
          for cashless exercises, necessary to satisfy the minimum applicable
          withholding obligation on exercise, vesting or payment. In no event
          shall the Common Shares withheld exceed the minimum whole number of
          Common Shares required for tax withholding under applicable law. The
          Company may, with the Administrator's approval, accept one or more
          promissory notes from any Eligible Person in connection with taxes
          required to be withheld upon the exercise, vesting or payment of any
          award under this Plan; provided that any such note shall be subject to
          terms and conditions established by the Administrator and the
          requirements of applicable law.

     8.6  EFFECTIVE DATE, TERMINATION AND SUSPENSION, AMENDMENTS.

          8.6.1 EFFECTIVE DATE. This Plan is effective as of [______________],
          2008, the date of its approval by the Board (the "EFFECTIVE DATE").
          Unless earlier terminated by the Board, this Plan shall terminate at
          the close of business on the day before the tenth anniversary of the
          Effective Date. After the termination of this Plan either upon such
          stated expiration date or its earlier termination by the Board, no
          additional awards may be granted under this Plan, but previously
          granted awards (and the authority of the Administrator with respect
          thereto, including the authority to amend such awards) shall remain
          outstanding in accordance with their applicable terms and conditions
          and the terms and conditions of this Plan.

          8.6.2 BOARD AUTHORIZATION. The Board may, at any time, terminate or,
          from time to time, amend, modify or suspend this Plan, in whole or in
          part. No awards may be granted during any period that the Board
          suspends this Plan.

          8.6.3 SHAREHOLDER APPROVAL. To the extent then required by applicable
          law or any applicable listing agency or required under Sections 422 or
          424 of the Code to preserve the intended tax consequences of this
          Plan, or deemed necessary or advisable by the Board, any amendment to
          this Plan shall be subject to shareholder approval. Notwithstanding
          the foregoing, any option "repricing" or similar event shall be
          subject to prior shareholder approval.

          8.6.4 AMENDMENTS TO AWARDS. Without limiting any other express
          authority of the Administrator under (but subject to) the express
          limits of this Plan, the

                                       16

<PAGE>

          Administrator by agreement or resolution may waive conditions of or
          limitations on awards to participants that the Administrator in the
          prior exercise of its discretion has imposed, without the consent of a
          participant, and (subject to the requirements of Sections 3.2 and
          8.6.5) may make other changes to the terms and conditions of awards.
          Any amendment or other action that would constitute a repricing of an
          award is subject to the limitations set forth in Section 3.2(g).

          8.6.5 LIMITATIONS ON AMENDMENTS TO PLAN AND AWARDS. No amendment,
          suspension or termination of this Plan or amendment of any outstanding
          award agreement shall, without written consent of the participant,
          affect in any manner materially adverse to the participant any rights
          or benefits of the participant or obligations of the Company under any
          award granted under this Plan prior to the effective date of such
          change. Changes, settlements and other actions contemplated by Section
          7 shall not be deemed to constitute changes or amendments for purposes
          of this Section 8.6.

     8.7  PRIVILEGES OF SHARE OWNERSHIP. Except as otherwise expressly
          authorized by the Administrator, a participant shall not be entitled
          to any privilege of share ownership as to any Common Shares not
          actually delivered to and held of record by the participant. Except as
          expressly required by Section 7.1 or otherwise expressly provided by
          the Administrator, no adjustment will be made for dividends or other
          rights as a shareholder for which a record date is prior to such date
          of delivery.

     8.8  GOVERNING LAW; CONSTRUCTION; SEVERABILITY.

          8.8.1 CHOICE OF LAW. This Plan, the awards, all documents evidencing
          awards and all other related documents shall be governed by, and
          construed in accordance with the laws of the Cayman Islands.

          8.8.2 SEVERABILITY. If a court of competent jurisdiction holds any
          provision invalid and unenforceable, the remaining provisions of this
          Plan shall continue in effect.

          8.8.3 PLAN CONSTRUCTION.

               (a)  Rule 16b-3. It is the intent of the Company that the awards
                    and transactions permitted by awards be interpreted in a
                    manner that, in the case of participants who are or may be
                    subject to Section 16 of the Exchange Act, qualify, to the
                    maximum extent compatible with the express terms of the
                    award, for exemption from matching liability under Rule
                    16b-3 promulgated under the Exchange Act. Notwithstanding
                    the foregoing, the Company shall have no liability to any
                    participant for Section 16 consequences of awards or events
                    under awards if an award or event does not so qualify.

     8.9  CAPTIONS. Captions and headings are given to the sections and
          subsections of this Plan solely as a convenience to facilitate
          reference. Such headings shall not be deemed in any way material or
          relevant to the construction or interpretation of this Plan or any
          provision thereof.

                                       17

<PAGE>

     8.10 SHARE-BASED AWARDS IN SUBSTITUTION FOR SHARE OPTIONS OR AWARDS GRANTED
          BY OTHER COMPANY. Awards may be granted to Eligible Persons in
          substitution for or in connection with an assumption of employee share
          options, SARs, restricted shares or other share-based awards granted
          by other entities to persons who are or who will become Eligible
          Persons in respect of the Company or one of its Subsidiaries, in
          connection with a distribution, merger or other reorganization by or
          with the granting entity or an affiliated entity, or the acquisition
          by the Company or one of its Subsidiaries, directly or indirectly, of
          all or a substantial part of the shares or assets of the employing
          entity. The awards so granted need not comply with other specific
          terms of this Plan, provided the awards reflect only adjustments
          giving effect to the assumption or substitution consistent with the
          conversion applicable to the Common Shares in the transaction and any
          change in the issuer of the security. Any shares that are delivered
          and any awards that are granted by, or become obligations of, the
          Company, as a result of the assumption by the Company of, or in
          substitution for, outstanding awards previously granted by an acquired
          company (or previously granted by a predecessor employer (or direct or
          indirect parent thereof) in the case of persons that become employed
          by the Company or one of its Subsidiaries in connection with a
          business or asset acquisition or similar transaction) shall not be
          counted against the Share Limit or other limits on the number of
          shares available for issuance under this Plan.

     8.11 NON-EXCLUSIVITY OF PLAN. Nothing in this Plan shall limit or be deemed
          to limit the authority of the Board or the Administrator to grant
          awards or authorize any other compensation, with or without reference
          to the Common Shares, under any other plan or authority.

     8.12 NO CORPORATE ACTION RESTRICTION. The existence of this Plan, the award
          agreements and the awards granted hereunder shall not limit, affect or
          restrict in any way the right or power of the Board or the
          shareholders of the Company to make or authorize: (a) any adjustment,
          recapitalization, reorganization or other change in the capital
          structure or business of the Company or any Subsidiary, (b) any
          merger, amalgamation, consolidation or change in the ownership of the
          Company or any Subsidiary, (c) any issue of bonds, debentures,
          capital, preferred or prior preference shares ahead of or affecting
          the capital shares (or the rights thereof) of the Company or any
          Subsidiary, (d) any dissolution or liquidation of the Company or any
          Subsidiary, (e) any sale or transfer of all or any part of the assets
          or business of the Company or any Subsidiary, or (f) any other
          corporate act or proceeding by the Company or any Subsidiary. No
          participant, beneficiary or any other person shall have any claim
          under any award or award agreement against any member of the Board or
          the Administrator, or the Company or any employees, officers or agents
          of the Company or any Subsidiary, as a result of any such action.

     8.13 OTHER COMPANY BENEFIT AND COMPENSATION PROGRAMS. Payments and other
          benefits received by a participant under an award made pursuant to
          this Plan shall not be deemed a part of a participant's compensation
          for purposes of the determination of benefits under any other employee
          welfare or benefit plans or arrangements, if any, provided by the
          Company or any Subsidiary, except where the Administrator expressly
          otherwise provides or authorizes in writing. Awards

                                       18

<PAGE>

          under this Plan may be made in addition to, in combination with, as
          alternatives to or in payment of grants, awards or commitments under
          any other plans or arrangements of the Company or its Subsidiaries.
<PAGE>
                                                                    Exhibit 10.2


                                    ATA INC.
                       2008 EMPLOYEE SHARE INCENTIVE PLAN
                        INCENTIVE STOCK OPTION AGREEMENT

     THIS INCENTIVE STOCK OPTION AGREEMENT (this "OPTION AGREEMENT") dated
_____________________ by and between ATA INC., a Cayman company (the "COMPANY"),
and ___________________________ (the "GRANTEE") evidences the incentive stock
option (the "OPTION") granted by the Company to the Grantee as to the number of
shares of the Company's Ordinary Shares first set forth below.

--------------------------------------------------------------------------------

NUMBER OF ORDINARY SHARES:(1)   _______          AWARD DATE:  __________________

EXERCISE PRICE PER SHARE:(1)        $________    EXPIRATION DATE:(1,2) _________

VESTING (1,2) The Option shall become vested as to 1/4 of the total number of
Common Shares subject to the Option on the first anniversary of the award date.
The remaining 3/4 of the total number of Common Shares subject to the Option
shall vest pro rata on the last day of each of the 36 one-month periods
thereafter.

--------------------------------------------------------------------------------

     The Option is granted under the ATA Inc. 2008 Employee Share Incentive Plan
(the "PLAN") and subject to the Terms and Conditions of Incentive Stock Option
(the "TERMS") attached to this Option Agreement (incorporated herein by this
reference) and to the Plan. The Option has been granted to the Grantee in
addition to, and not in lieu of, any other form of compensation otherwise
payable or to be paid to the Grantee. The Option is intended as an incentive
stock option within the meaning of Section 422 of the Code (an "ISO")
Capitalized terms are defined in the Plan if not defined herein. The parties
agree to the terms of the Option set forth herein. The Grantee acknowledges
receipt of a copy of the Terms, the Plan and the Prospectus for the Plan.

<TABLE>
<S>                                            <C>
"GRANTEE"                                      ATA INC.
                                               a Cayman Islands Company

___________________________________
Signature                                      By:______________________________

___________________________________            Print Name:______________________
Print Name
                                               Title:___________________________
</TABLE>

------------
(1) Subject to adjustment under Section 7.1 of the Plan.

(2) Subject to early termination under Section 4 of the Terms and Section 7.2 of
    the Plan.

                                       1
<PAGE>
                                CONSENT OF SPOUSE

     In consideration of the Company's execution of this Option Agreement, the
undersigned spouse of the Grantee agrees to be bound by all of the terms and
provisions hereof and of the Plan.





----------------------------------          ----------------------
Signature of Spouse                         Date

                                       2
<PAGE>
               TERMS AND CONDITIONS OF NONQUALIFIED STOCK OPTION

1.   VESTING; LIMITS ON EXERCISE; INCENTIVE STOCK OPTION STATUS.

     The Option shall vest and become exercisable in percentage installments of
the aggregate number of shares subject to the Option as set forth on the cover
page of this Option Agreement. The Option may be exercised only to the extent
the Option is vested and exercisable.

     o    Cumulative Exercisability. To the extent that the Option is vested and
          exercisable, the Grantee has the right to exercise the Option (to the
          extent not previously exercised), and such right shall continue, until
          the expiration or earlier termination of the Option.

     o    No Fractional Shares. Fractional share interests shall be disregarded,
          but may be cumulated.

     o    Minimum Exercise. No fewer than 100 Ordinary Shares (subject to
          adjustment under Section 7.1 of the Plan) may be purchased at any one
          time, unless the number purchased is the total number at the time
          exercisable under the Option.

     o    ISO Value Limit. If the aggregate fair market value of the shares with
          respect to which ISOs (whether granted under the Option or otherwise)
          first become exercisable by the Grantee in any calendar year exceeds
          $100,000, as measured on the applicable Award Dates, the limitations
          of Section 5.1.2 of the Plan shall apply and to such extent the Option
          will be rendered a nonqualified stock option.

2.   CONTINUANCE OF EMPLOYMENT/SERVICE REQUIRED; NO EMPLOYMENT/SERVICE
     COMMITMENT.

     The vesting schedule requires continued employment or service through each
applicable vesting date as a condition to the vesting of the applicable
installment of the Option and the rights and benefits under this Option
Agreement. Employment or service for only a portion of the vesting period, even
if a substantial portion, will not entitle the Grantee to any proportionate
vesting or avoid or mitigate a termination of rights and benefits upon or
following a termination of employment or services as provided in Section 4 below
or under the Plan.

     Nothing contained in this Option Agreement or the Plan constitutes a
continued employment or service commitment by the Company or any of its
Subsidiaries, affects the Grantee's status, if he or she is an employee, as an
employee at will who is subject to termination without cause, confers upon the
Grantee any right to remain employed by or in service to the Company or any
Subsidiary, interferes in any way with the right of the Company or any
Subsidiary at any time to terminate such employment or service, or affects the
right of the Company or any Subsidiary to increase or decrease the Grantee's
other compensation.

<PAGE>
3.   METHOD OF EXERCISE OF OPTION.

     The Option shall be exercisable by the delivery to the Secretary of the
Company (or such other person as the Administrator may require pursuant to such
administrative exercise procedures as the Administrator may implement from time
to time) of:

     o    an executed Option Exercise and Common Share Purchase Agreement
          (stating the number of Common Shares to be purchased pursuant to the
          Option) in substantially the form attached hereto as Exhibit A or such
          other form as the Administrator may require from time to time (the
          "EXERCISE AGREEMENT"),

     o    payment in full for the Exercise Price of the shares to be purchased
          in cash, check or by electronic funds transfer to the Company, or
          (subject to compliance with all applicable laws, rules, regulations
          and listing requirements and further subject to such rules as the
          Administrator may adopt as to any non-cash payment) in Common Shares
          already owned by the Grantee, valued at their fair market value on the
          exercise date;

     o    any written statements or agreements required pursuant to Section 8.1
          of the Plan; and

     o    satisfaction of the tax withholding provisions of Section 8.5 of the
          Plan.

The Administrator also may, but is not required to, authorize a non-cash payment
alternative specified below at or prior to the time of exercise. In which case,
the Exercise Price and/or applicable withholding taxes, to the extent so
authorized, may be paid in full or in part by a reduction in the number of
shares otherwise deliverable pursuant to the award or by delivery to the Company
of:

     o    Common Shares already owned by the Grantee, valued at their fair
          market value on the exercise date, provided, however, that any shares
          acquired directly from the Company (upon exercise of an option or
          otherwise) must have been owned by the Grantee for at least six (6)
          months before the date of such exercise; and/or

     o    if the Common Shares are then registered under the Exchange Act and
          listed or quoted on an internationally recognized securities exchange
          or in the NASDAQ Global Market, irrevocable instructions to a broker
          to, upon exercise of the Option, promptly sell a sufficient number of
          Common Shares acquired upon exercise of the Option and deliver to the
          Company the amount necessary to pay the Exercise Price (and, if
          applicable, the amount of any related tax withholding obligations).

     The Option will qualify as an ISO only if it meets all of the applicable
requirements of the Code. The Option may be rendered a nonqualified stock option
if the Administrator permits the use of one or more of the non-cash payment
alternatives reference above.

<PAGE>
4.   EARLY TERMINATION OF OPTION.

     4.1 POSSIBLE TERMINATION OF OPTION UPON CERTAIN CORPORATE EVENTS. The
Option is subject to termination in connection with certain corporate events as
provided in Section 7.2 of the Plan.

     4.2 TERMINATION OF OPTION UPON A TERMINATION OF GRANTEE'S EMPLOYMENT OR
SERVICES. Subject to earlier termination on the Expiration Date of the Option or
pursuant to Section 4.1 above, if the Grantee ceases to be employed by or ceases
to provide services to the Company or a Subsidiary, the following rules shall
apply (the last day that the Grantee is employed by or provides services to the
Company or a Subsidiary is referred to as the Grantee's "SEVERANCE Date"):

     o    other than as expressly provided below in this Section 4.2, (a) the
          Grantee will have until the date that is 90 days after his or her
          Severance Date to exercise the Option (or portion thereof) to the
          extent that it was vested on the Severance Date, (b) the Option, to
          the extent not vested on the Severance Date, shall terminate on the
          Severance Date, and (c) the Option, to the extent exercisable for the
          90-day period following the Severance Date and not exercised during
          such period, shall terminate at the close of business on the last day
          of the 90-day period;

     o    if the termination of the Grantee's employment or services is the
          result of the Grantee's death or Total Disability (as defined below),
          (a) the Grantee (or his beneficiary or personal representative, as the
          case may be) will have until the date that is 12 months after the
          Grantee's Severance Date to exercise the Option, (b) the Option, to
          the extent not vested on the Severance Date, shall terminate on the
          Severance Date, and (c) the Option, to the extent exercisable for the
          12-month period following the Severance Date and not exercised during
          such period, shall terminate at the close of business on the last day
          of the 12-month period;

     o    if the Grantee's employment or services are terminated by the Company
          or a Subsidiary for Cause (as defined below), the Option (whether
          vested or not) shall terminate on the Severance Date.

     For purposes of the Option, "TOTAL DISABILITY" means a "permanent and total
disability" (within the meaning of Section 22(e)(3) of the Code or as otherwise
determined by the Administrator).

     For purposes of the Option, "CAUSE" means that the Grantee:

     (1)  has been negligent in the discharge of his or her duties to the
          Company or any of its Subsidiaries, has refused to perform stated or
          assigned duties or is incompetent in or (other than by reason of a
          disability or analogous condition) incapable of performing those
          duties;

     (2)  has been dishonest or committed or engaged in an act of theft,
          embezzlement or fraud, a breach of confidentiality, an unauthorized
          disclosure or use of inside

<PAGE>
          information, customer lists, trade secrets or other confidential
          information; has breached a fiduciary duty, or willfully and
          materially violated any other duty, law, rule, regulation or policy of
          the Company, any of its Subsidiaries or any affiliate of the Company
          or any of its Subsidiaries; or has been convicted of a felony or
          misdemeanor (other than minor traffic violations or similar offenses);

     (3)  has materially breached any of the provisions of any agreement with
          the Company, any of its Subsidiaries or any affiliate of the Company
          or any of its Subsidiaries; or

     (4)  has engaged in unfair competition with, or otherwise acted
          intentionally in a manner injurious to the reputation, business or
          assets of, the Company, any of its Subsidiaries or any affiliate of
          the Company or any of its Subsidiaries; has improperly induced a
          vendor or customer to break or terminate any contract with the
          Company, any of its Subsidiaries or any affiliate of the Company or
          any of its Subsidiaries; or has induced a principal for whom the
          Company, any of its Subsidiaries or any affiliate of the Company or
          any of its Subsidiaries acts as agent to terminate such agency
          relationship.

     In all events the Option is subject to earlier termination on the
Expiration Date of the Option or as contemplated by Section 4.1. The
Administrator shall be the sole judge of whether the Grantee continues to render
employment or services for purposes of this Option Agreement.

     Notwithstanding any post-terminatiion exercise period provided for herein
or in the Plan, the Option will qualify as an ISO only if it is exercised within
the applicable exercise periods for ISOs under, and meets all of the other
requirements of, the Code. If the Option is not exercised within the applicable
exercise periods for ISOs or does not meet such other requirements, the Option
will be rendered a nonqualified stock option.

5.   NON-TRANSFERABILITY.

     The Option and any other rights of the Grantee under this Option Agreement
or the Plan are nontransferable and exercisable only by the Grantee, except as
set forth in Section 5.7 of the Plan.

<PAGE>
6.   SECURITIES LAW COMPLIANCE [APPLICABLE TO US GRANTS].

     THE GRANTEE ACKNOWLEDGES THAT THE OPTION AND THE COMMON SHARES UNDERLYING
THE OPTION, IF APPLICABLE, ARE NOT BEING REGISTERED UNDER THE SECURITIES ACT,
BASED, IN PART, IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER SECURITIES
AND EXCHANGE COMMISSION RULE 701 PROMULGATED UNDER THE SECURITIES ACT, AND A
COMPARABLE EXEMPTION FROM QUALIFICATION UNDER APPLICABLE STATE SECURITIES LAWS,
AS EACH MAY BE AMENDED FROM TIME TO TIME. THE GRANTEE, BY EXECUTING THIS OPTION
AGREEMENT, HEREBY MAKES THE FOLLOWING REPRESENTATIONS TO THE COMPANY AND
ACKNOWLEDGES THAT THE COMPANY'S RELIANCE ON FEDERAL AND STATE SECURITIES LAW
EXEMPTIONS FROM REGISTRATION AND QUALIFICATION IS PREDICATED, IN SUBSTANTIAL
PART, UPON THE ACCURACY OF THESE REPRESENTATIONS:

     THE GRANTEE IS ACQUIRING THE OPTION AND, IF AND WHEN HE/SHE EXERCISES THE
OPTION, WILL ACQUIRE THE COMMON SHARES SOLELY FOR THE GRANTEE'S OWN ACCOUNT, FOR
INVESTMENT PURPOSES ONLY, AND NOT WITH A VIEW TO OR AN INTENT TO SELL, OR TO
OFFER FOR RESALE IN CONNECTION WITH ANY UNREGISTERED DISTRIBUTION, ALL OR ANY
PORTION OF THE COMMON SHARES WITHIN THE MEANING OF THE SECURITIES ACT AND/OR ANY
APPLICABLE STATE SECURITIES LAWS.

     THE GRANTEE HAS HAD AN OPPORTUNITY TO ASK QUESTIONS AND RECEIVE ANSWERS
FROM THE COMPANY REGARDING THE TERMS AND CONDITIONS OF THE OPTION AND THE
RESTRICTIONS IMPOSED ON ANY COMMON SHARES PURCHASED UPON EXERCISE OF THE OPTION.
THE GRANTEE HAS BEEN FURNISHED WITH, AND/OR HAS ACCESS TO, SUCH INFORMATION AS
HE OR SHE CONSIDERS NECESSARY OR APPROPRIATE FOR DECIDING WHETHER TO EXERCISE
THE OPTION AND PURCHASE COMMON SHARES. HOWEVER, IN EVALUATING THE MERITS AND
RISKS OF AN INVESTMENT IN THE COMMON SHARES, THE GRANTEE HAS AND WILL RELY UPON
THE ADVICE OF HIS/HER OWN LEGAL COUNSEL, TAX ADVISORS AND/OR INVESTMENT
ADVISORS.

     THE GRANTEE IS AWARE THAT THE OPTION MAY BE OF NO PRACTICAL VALUE, THAT ANY
VALUE IT MAY HAVE DEPENDS ON ITS VESTING AND EXERCISABILITY, AS WELL AS AN
INCREASE IN THE FAIR MARKET VALUE OF THE UNDERLYING COMMON SHARES TO AN AMOUNT
IN EXCESS OF THE EXERCISE PRICE, AND THAT ANY INVESTMENT IN ORDINARY SHARES OF A
CLOSELY HELD ENTITY SUCH AS THE COMPANY IS NON-MARKETABLE, NON-TRANSFERABLE AND
COULD REQUIRE CAPITAL TO BE INVESTED FOR AN INDEFINITE PERIOD OF TIME, POSSIBLY
WITHOUT RETURN, AND AT SUBSTANTIAL RISK OF LOSS.

     THE GRANTEE UNDERSTANDS THAT ANY COMMON SHARES ACQUIRED ON EXERCISE OF THE
OPTION WILL BE CHARACTERIZED AS "RESTRICTED SECURITIES" UNDER THE U.S. FEDERAL
SECURITIES LAWS, AND THAT, UNDER SUCH LAWS AND APPLICABLE REGULATIONS, SUCH
SECURITIES MAY BE RESOLD WITHOUT REGISTRATION UNDER THE SECURITIES ACT ONLY IN
CERTAIN LIMITED CIRCUMSTANCES, INCLUDING IN ACCORDANCE WITH THE CONDITIONS OF
RULE 144 PROMULGATED UNDER THE SECURITIES ACT, AS PRESENTLY IN EFFECT, WITH
WHICH THE GRANTEE IS FAMILIAR.

     THE GRANTEE HAS READ AND UNDERSTANDS THE RESTRICTIONS AND LIMITATIONS SET
FORTH IN THE PLAN, THIS OPTION AGREEMENT (INCLUDING THESE TERMS), AND THE
EXERCISE AGREEMENT, WHICH ARE IMPOSED ON THE OPTION AND ANY COMMON SHARES WHICH
MAY BE ACQUIRED UPON EXERCISE OF THE OPTION.

<PAGE>
     AT NO TIME WAS AN ORAL REPRESENTATION MADE TO THE GRANTEE RELATING TO THE
OPTION OR THE PURCHASE OF COMMON SHARES UNDERLYING THE OPTION AND THE GRANTEE
WAS NOT PRESENTED WITH OR SOLICITED BY ANY PROMOTIONAL MEETING OR MATERIAL
RELATING TO THE OPTION OR THE ORDINARY SHARES..

7.   PLAN.

     The Option and all rights of the Grantee under this Option Agreement are
subject to the terms and conditions of the Plan, incorporated herein by this
reference. The Grantee agrees to be bound by the terms of the Plan and this
Option Agreement (including these Terms). The Grantee acknowledges having read
and understanding the Plan, the Prospectus for the Plan, and this Option
Agreement. Unless otherwise expressly provided in other sections of this Option
Agreement, provisions of the Plan that confer discretionary authority on the
Board or the Administrator do not and shall not be deemed to create any rights
in the Grantee unless such rights are expressly set forth herein or are
otherwise in the sole discretion of the Board or the Administrator so conferred
by appropriate action of the Board or the Administrator under the Plan after the
date hereof.

8.   ENTIRE AGREEMENT.

     This Option Agreement (including these Terms) and the Plan together
constitute the entire agreement and supersede all prior understandings and
agreements, written or oral, of the parties hereto with respect to the subject
matter hereof. The Plan and this Option Agreement may be amended pursuant to
Section 8.6 of the Plan. Such amendment must be in writing and signed by the
Company. The Company may, however, unilaterally waive any provision hereof in
writing to the extent such waiver does not adversely affect the interests of the
Grantee hereunder, but no such waiver shall operate as or be construed to be a
subsequent waiver of the same provision or a waiver of any other provision
hereof.

9.   GOVERNING LAW; LIMITED RIGHTS; SEVERABILITY; NOTICES.

     9.1 CAYMAN ISLANDS LAWS; CONSTRUCTION. This Option Agreement and the
Exercise Agreement shall be governed by and construed and enforced in accordance
with the laws of the Cayman Islands without regard to conflict of law principles
thereunder. The terms of the Option grant have resulted from the negotiations of
the parties and each of the parties has had an opportunity to obtain and consult
with its own counsel. The language of all parts of the Plan, this Option
Agreement (including these Terms) and the Exercise Agreement shall in all cases
be construed as a whole, according to its fair meaning, and not strictly for or
against either of the parties.

     9.2 LIMITED RIGHTS. The Grantee has no rights as a shareholder of the
Company with respect to the Option as set forth in Section 8.7 of the Plan. The
Option does not place any limit on the corporate authority of the Company as set
forth in Section 8.12 of the Plan.

     9.3 SEVERABILITY. If the arbitrator selected in accordance with this Option
Agreement or a court of competent jurisdiction determines that any portion of
this Option Agreement, the Plan, or the Exercise Agreement is in violation of
any statute or public policy, then only the portions of this Option Agreement,
the Plan, or the Exercise Agreement, as applicable, which

<PAGE>
violate such statute or public policy shall be stricken, and all portions of
this Option Agreement, the Plan, and the Exercise Agreement which do not violate
any statute or public policy shall continue in full force and effect.
Furthermore, it is the parties' intent that any court order striking any portion
of this Option Agreement, the Plan, and/or the Exercise Agreement should modify
the stricken terms as narrowly as possible to give as much effect as possible to
the intentions of the parties hereunder.

     9.4 NOTICES. Any notice to be given under the terms of this Option
Agreement shall be in writing and addressed to the Company at its principal
office to the attention of the Secretary of the Company, and to the Grantee at
the address last reflected on the Company's payroll records, or at such other
address as either party may hereafter designate in writing to the other. Any
such notice shall be given only when received, but if the Grantee is no longer
employed by the Company or a Subsidiary, shall be deemed to have been duly given
five business days after the date mailed in accordance with the foregoing
provisions of this Section 9.4.

10.  ARBITRATION.

     10.1 Any dispute, controversy or claim arising out of or in connection with
or relating to this Option Agreement, or the interpretation, breach, termination
or validity hereof, shall be resolved through arbitration. A dispute may be
submitted to arbitration upon the request of either party with written notice to
the other (the "NOTICE"). The arbitration shall be conducted in Hong Kong under
the auspices of the Hong Kong International Arbitration Centre (the "CENTRE").
There shall be three (3) arbitrators. Each party shall nominate one (1)
arbitrator within thirty (30) days after the delivery of the Notice to the other
party. The appointment of party nominated arbitrators shall be confirmed by the
Centre. Both arbitrators shall agree on the third arbitrator within thirty (30)
days of their confirmation by the Centre. Should either party fail to appoint an
arbitrator or should the two arbitrators fail within thirty (30) days to reach
agreement on the third arbitrator, such arbitrator shall be appointed by the
Secretary General of the Centre.

     10.2 The arbitration proceedings shall be conducted in English. The
arbitration tribunal shall apply the UNCITRAL Arbitration Rules as administered
by the Centre at the time of the arbitration. However, if such rules conflict
with the provisions of this Section 10.2, including the provisions concerning
the appointment of an arbitrator(s), the provisions of this Section 10.2 shall
prevail.

     10.3 The arbitrators shall decide any dispute submitted by the parties
strictly in accordance with the substantive laws of the Cayman Islands and shall
not apply any other substantive law.

     10.4 Each party shall cooperate with the other in making full disclosure of
and providing complete access to all information and documents requested by the
other in connection with such arbitration proceedings, subject only to any
confidentiality obligations binding on such party.

<PAGE>
     10.5 The costs of arbitration shall be borne by the losing party, unless
otherwise determined by the arbitration tribunal.

     10.6 When any dispute occurs and when any dispute is under arbitration,
except for the matters in dispute, the parties shall continue to fulfill their
respective obligations and shall be entitled to exercise their rights under this
Agreement.

     10.7 The award of the arbitration tribunal shall be final and binding upon
the parties, and the prevailing party may apply to a court of competent
jurisdiction for enforcement of such award.

11.  EFFECT OF THIS AGREEMENT.

     Subject to the Company's right to terminate the Option pursuant to Section
7.2 of the Plan, this Option Agreement shall be assumed by, be binding upon and
inure to the benefit of any successor or successors to the Company.

12.  COUNTERPARTS.

     This Option Agreement may be executed simultaneously in any number of
counterparts, each of which shall be deemed an original but all of which
together shall constitute one and the same instrument.

13.  SECTION HEADINGS.

     The section headings of this Option Agreement are for convenience of
reference only and shall not be deemed to alter or affect any provision hereof.

                  [Remainder of page intentionally left blank]



<PAGE>

                                   EXHIBIT A

                                    ATA INC.
                       2008 EMPLOYEE SHARE INCENTIVE PLAN
              OPTION EXERCISE AND ORDINARY SHARE PURCHASE AGREEMENT

     The undersigned (the "PURCHASER") hereby irrevocably elects to exercise
his/her right, evidenced by that certain Option Agreement dated as of
____________________ (the "OPTION AGREEMENT") under the ATA Inc. 2008 Equity
Incentive Plan (the "PLAN"), as follows:

     -    the Purchaser hereby irrevocably elects to purchase __________________
          Ordinary Shares (the "SHARES"), of ATA Inc., an exempted company
          formed under the laws of the Cayman Islands (the "COMPANY"), and

     -    such purchase shall be at the price of $__________________ per share,
          for an aggregate amount of $__________________ (subject to applicable
          withholding taxes pursuant to Section 8.5 of the Plan).

     Capitalized terms are defined in the Plan if not defined herein.

     1. DELIVERY OF SHARE CERTIFICATE. The Purchaser requests that a certificate
representing the Shares be registered to Purchaser and delivered to: ___________
_______________________________________________________________________________.

     2. INVESTMENT REPRESENTATIONS. The Purchaser acknowledges that the sale of
the Shares by the Purchaser is restricted by Securities and Exchange Commission
Rule 701. The Purchaser hereby affirms as made as of the date hereof the
representations in Section 6 of the "Terms and Conditions of Option" (which are
attached to and a part of the Option Agreement, the "TERMS") and such
representations are incorporated herein by this reference. The Purchaser
represents that he/she has no need for liquidity in this investment, has the
ability to bear the economic risk of this investment, and can afford a complete
loss of the purchase price for the Shares.

     The Purchaser acknowledges receipt of the Company's condensed consolidated
financial information.

     3. LIMITATION ON DISPOSITION AND OTHER RESTRICTIONS. The Shares are subject
to and the Purchaser hereby agrees to the following terms and conditions of the
sale of the Shares to the Purchaser:

     -    any transfer of the Shares must comply with the restrictions on
          transfer set forth in Section 5.7 of the Plan and all applicable laws
          as set forth in Section 8.1 of the Plan;

     -    the Shares are subject to, and following any otherwise permitted
          transfer of the Shares, the Shares shall remain subject to and the
          transferee shall be bound by, the foregoing provisions of this Section
          3 and the arbitration provisions of Section 10 of the Terms; and

<PAGE>

     -    as a condition to any otherwise permitted transfer of the Shares, the
          Company may require the transferee to execute a written agreement, in
          a form acceptable to the Administrator, that the transferee
          acknowledges and agrees to the foregoing terms and restrictions
          imposed on the Shares.

     4. PLAN AND OPTION AGREEMENT. The Purchaser acknowledges that all of
his/her rights are subject to, and the Purchaser agrees to be bound by, all of
the terms and conditions of the Plan and the Option Agreement (including the
Terms), both of which are incorporated herein by this reference. If a conflict
or inconsistency between the terms and conditions of this Option Exercise and
Ordinary Share Purchase Agreement and of the Plan or the Option Agreement shall
arise, the terms and conditions of the Plan and/or the Option Agreement shall
govern. The Purchaser acknowledges receipt of a copy of all documents referenced
herein (including the Terms and a disclosure statement) and acknowledges reading
and understanding these documents and having an opportunity to ask any questions
that he/she may have had about them. Any controversy or claim arising out of or
relating to this Option Exercise and Ordinary Share Purchase Agreement shall be
submitted to arbitration in accordance with Section 10 of the Terms, and the
Cayman Islands laws shall apply as provided in Section 9.1 of the Terms.

     5. ENTIRE AGREEMENT. This Option Exercise and Ordinary Share Purchase
Agreement, the Option Agreement (including the Terms), and the Plan together
constitute the entire agreement and supersede all prior understandings and
agreements, written or oral, of the parties hereto with respect to the subject
matter hereof. The Plan, the Option Agreement and this Option Exercise and
Ordinary Share Purchase Agreement may be amended pursuant to Section 8.6 of the
Plan. Such amendment must be in writing and signed by the Company. The Company
may, however, unilaterally waive any provision hereof or of the Option Agreement
in writing to the extent such waiver does not adversely affect the interests of
the Grantee hereunder, but no such waiver shall operate as or be construed to be
a subsequent waiver of the same provision or a waiver of any other provision
hereof.

     6. NOTICE OF SALE OF ISO SHARES. If the Shares are being acquired upon
exercise of an Option intended to qualify as an Incentive Stock Option, the
Purchaser agrees that, upon any sale or other transfer of the Shares within
either one year of the date that they are acquired by the Purchaser or two years
after the Award Date set forth in the Option Agreement, the Purchaser shall
provide the notice required under Section 5.1.2 of the Plan.

<PAGE>

<Table>
<S>                           <C>
"PURCHASER"                   ACCEPTED BY:
                              ATA INC.
_______________________       a Cayman Islands company
Signature

_______________________       By:_______________________________________________
Print Name

_______________________       Print Name:_______________________________________
Date

                              Title:____________________________________________
                              (To be completed by the company after the price
                              (including applicable withholding taxes), value
                              (if applicable) and receipt of funds is verified.)
</Table>


<PAGE>

                                    ATA INC.
                       2008 EMPLOYEE SHARE INCENTIVE PLAN
                      NONQUALIFIED STOCK OPTION AGREEMENT

     THIS NONQUALIFIED STOCK OPTION AGREEMENT (this "OPTION AGREEMENT") dated
_____________________ by and between ATA INC., a Cayman Islands company (the
"COMPANY"), and ___________________________ (the "GRANTEE") evidences the
nonqualified stock option (the "OPTION") granted by the Company to the Grantee
as to the number of shares of the Company's Common Shares first set forth below.

--------------------------------------------------------------------------------

NUMBER OF COMMON SHARES:(1)   _______          AWARD DATE:  ____________________

EXERCISE PRICE PER SHARE:(1)      $________    EXPIRATION DATE:(1,2) ___________

     VESTING(1,2) The Option shall become vested as to 1/4 of the total number
of Common Shares subject to the Option on the first anniversary of the award
date. The remaining 3/4 of the total number of Common Shares subject to the
Option shall vest pro rata on the last day of each of the 36 one-month periods
thereafter.

--------------------------------------------------------------------------------

     The Option is granted under the ATA Inc. 2008 Employee Share Incentive Plan
(the "PLAN") and subject to the Terms and Conditions of Nonqualified Stock
Option (the "TERMS") attached to this Option Agreement (incorporated herein by
this reference) and to the Plan. The Option has been granted to the Grantee in
addition to, and not in lieu of, any other form of compensation otherwise
payable or to be paid to the Grantee. Capitalized terms are defined in the Plan
if not defined herein. The parties agree to the terms of the Option set forth
herein. The Grantee acknowledges receipt of a copy of the Terms, the Plan and
the Prospectus for the Plan.

<Table>

<S>                                       <C>
"GRANTEE"                                 ATA INC.
                                          a Cayman Islands Company


____________________________
Signature                                 By:___________________________________



____________________________              Print Name:___________________________
Print Name

                                          Title:________________________________
</Table>


-----------
(1)    Subject to adjustment under Section 7.1 of the Plan.
(2)    Subject to early termination under Section 4 of the Terms and Section 7.2
       of the Plan.

                                       1
<PAGE>

                               CONSENT OF SPOUSE

     In consideration of the Company's execution of this Option Agreement, the
undersigned spouse of the Grantee agrees to be bound by all of the terms and
provisions hereof and of the Plan.



------------------------            ----------------------
Signature of Spouse                 Date

                                       2
<PAGE>

               TERMS AND CONDITIONS OF NONQUALIFIED STOCK OPTION

1.   VESTING; LIMITS ON EXERCISE; INCENTIVE STOCK OPTION STATUS.

     The Option shall vest and become exercisable in percentage installments of
the aggregate number of shares subject to the Option as set forth on the cover
page of this Option Agreement. The Option may be exercised only to the extent
the Option is vested and exercisable.

     -    Cumulative Exercisability. To the extent that the Option is vested and
          exercisable, the Grantee has the right to exercise the Option (to the
          extent not previously exercised), and such right shall continue, until
          the expiration or earlier termination of the Option.

     -    No Fractional Shares. Fractional share interests shall be disregarded,
          but may be cumulated.

     -    Minimum Exercise. No fewer than 100 Ordinary Shares (subject to
          adjustment under Section 7.1 of the Plan) may be purchased at any one
          time, unless the number purchased is the total number at the time
          exercisable under the Option.

     -    Nonqualified Stock Option. The Option is a nonqualified stock option
          and is not, and shall not be, an incentive stock option within the
          meaning of Section 422 of the Code.

2.   CONTINUANCE OF EMPLOYMENT/SERVICE REQUIRED; NO EMPLOYMENT/SERVICE
     COMMITMENT.

     The vesting schedule requires continued employment or service through each
applicable vesting date as a condition to the vesting of the applicable
installment of the Option and the rights and benefits under this Option
Agreement. Employment or service for only a portion of the vesting period, even
if a substantial portion, will not entitle the Grantee to any proportionate
vesting or avoid or mitigate a termination of rights and benefits upon or
following a termination of employment or services as provided in Section 4 below
or under the Plan.

     Nothing contained in this Option Agreement or the Plan constitutes a
continued employment or service commitment by the Company or any of its
Subsidiaries, affects the Grantee's status, if he or she is an employee, as an
employee at will who is subject to termination without cause, confers upon the
Grantee any right to remain employed by or in service to the Company or any
Subsidiary, interferes in any way with the right of the Company or any
Subsidiary at any time to terminate such employment or service, or affects the
right of the Company or any Subsidiary to increase or decrease the Grantee's
other compensation.

3.   METHOD OF EXERCISE OF OPTION.

     The Option shall be exercisable by the delivery to the Secretary of the
Company (or such other person as the Administrator may require pursuant to such
administrative exercise procedures as the Administrator may implement from time
to time) of:

<PAGE>
     -    an executed Option Exercise and Common Share Purchase Agreement
          (stating the number of Common Shares to be purchased pursuant to the
          Option) in substantially the form attached hereto as Exhibit A or such
          other form as the Administrator may require from time to time (the
          "EXERCISE AGREEMENT"),

     -    payment in full for the Exercise Price of the shares to be purchased
          in cash, check or by electronic funds transfer to the Company, or
          (subject to compliance with all applicable laws, rules, regulations
          and listing requirements and further subject to such rules as the
          Administrator may adopt as to any non-cash payment) in Common Shares
          already owned by the Grantee, valued at their fair market value on the
          exercise date;

     -    any written statements or agreements required pursuant to Section 8.1
          of the Plan; and

     -    satisfaction of the tax withholding provisions of Section 8.5 of the
          Plan.

The Administrator also may, but is not required to, authorize a non-cash payment
alternative specified below at or prior to the time of exercise. In which case,
the Exercise Price and/or applicable withholding taxes, to the extent so
authorized, may be paid in full or in part by a reduction in the number of
shares otherwise deliverable pursuant to the award or by delivery to the Company
of:

     -    Common Shares already owned by the Grantee, valued at their fair
          market value on the exercise date, provided, however, that any shares
          acquired directly from the Company (upon exercise of an option or
          otherwise) must have been owned by the Grantee for at least six (6)
          months before the date of such exercise; and/or

     -    if the Common Shares are then registered under the Exchange Act and
          listed or quoted on an internationally recognized securities exchange
          or in the NASDAQ Global Market, irrevocable instructions to a broker
          to, upon exercise of the Option, promptly sell a sufficient number of
          Common Shares acquired upon exercise of the Option and deliver to the
          Company the amount necessary to pay the Exercise Price (and, if
          applicable, the amount of any related tax withholding obligations).

4.   EARLY TERMINATION OF OPTION.

     4.1 POSSIBLE TERMINATION OF OPTION UPON CERTAIN CORPORATE EVENTS. The
Option is subject to termination in connection with certain corporate events as
provided in Section 7.2 of the Plan.

     4.2 TERMINATION OF OPTION UPON A TERMINATION OF GRANTEE'S EMPLOYMENT OR
SERVICES. Subject to earlier termination on the Expiration Date of the Option or
pursuant to Section 4.1 above, if the Grantee ceases to be employed by or ceases
to provide services to the Company or a Subsidiary, the following rules shall
apply (the last day that the Grantee is employed by or provides services to the
Company or a Subsidiary is referred to as the Grantee's "SEVERANCE DATE"):

<PAGE>
     -    other than as expressly provided below in this Section 4.2, (a) the
          Grantee will have until the date that is 90 days after his or her
          Severance Date to exercise the Option (or portion thereof) to the
          extent that it was vested on the Severance Date, (b) the Option, to
          the extent not vested on the Severance Date, shall terminate on the
          Severance Date, and (c) the Option, to the extent exercisable for the
          90-day period following the Severance Date and not exercised during
          such period, shall terminate at the close of business on the last day
          of the 90-day period;

     -    if the termination of the Grantee's employment or services is the
          result of the Grantee's death or Total Disability (as defined below),
          (a) the Grantee (or his beneficiary or personal representative, as the
          case may be) will have until the date that is 12 months after the
          Grantee's Severance Date to exercise the Option, (b) the Option, to
          the extent not vested on the Severance Date, shall terminate on the
          Severance Date, and (c) the Option, to the extent exercisable for the
          12-month period following the Severance Date and not exercised during
          such period, shall terminate at the close of business on the last day
          of the 12-month period;

     -    if the Grantee's employment or services are terminated by the Company
          or a Subsidiary for Cause (as defined below), the Option (whether
          vested or not) shall terminate on the Severance Date.

     For purposes of the Option, "TOTAL DISABILITY" means a "permanent and total
disability" (within the meaning of Section 22(e)(3) of the Code or as otherwise
determined by the Administrator).

     For purposes of the Option, "CAUSE" means that the Grantee:

     (1)  has been negligent in the discharge of his or her duties to the
          Company or any of its Subsidiaries, has refused to perform stated or
          assigned duties or is incompetent in or (other than by reason of a
          disability or analogous condition) incapable of performing those
          duties;

     (2)  has been dishonest or committed or engaged in an act of theft,
          embezzlement or fraud, a breach of confidentiality, an unauthorized
          disclosure or use of inside information, customer lists, trade secrets
          or other confidential information; has breached a fiduciary duty, or
          willfully and materially violated any other duty, law, rule,
          regulation or policy of the Company, any of its Subsidiaries or any
          affiliate of the Company or any of its Subsidiaries; or has been
          convicted of a felony or misdemeanor (other than minor traffic
          violations or similar offenses);

     (3)  has materially breached any of the provisions of any agreement with
          the Company, any of its Subsidiaries or any affiliate of the Company
          or any of its Subsidiaries; or

     (4)  has engaged in unfair competition with, or otherwise acted
          intentionally in a manner injurious to the reputation, business or
          assets of, the Company, any of its Subsidiaries or any affiliate of
          the Company or any of its Subsidiaries; has

<PAGE>
          improperly induced a vendor or customer to break or terminate any
          contract with the Company, any of its Subsidiaries or any affiliate of
          the Company or any of its Subsidiaries; or has induced a principal for
          whom the Company, any of its Subsidiaries or any affiliate of the
          Company or any of its Subsidiaries acts as agent to terminate such
          agency relationship.

     In all events the Option is subject to earlier termination on the
Expiration Date of the Option or as contemplated by Section 4.1. The
Administrator shall be the sole judge of whether the Grantee continues to render
employment or services for purposes of this Option Agreement.

5.   NON-TRANSFERABILITY.

     The Option and any other rights of the Grantee under this Option Agreement
or the Plan are nontransferable and exercisable only by the Grantee, except as
set forth in Section 5.7 of the Plan.

6.   SECURITIES LAW COMPLIANCE [APPLICABLE TO US GRANTS].

     THE GRANTEE ACKNOWLEDGES THAT THE OPTION AND THE COMMON SHARES UNDERLYING
THE OPTION, IF APPLICABLE, ARE NOT BEING REGISTERED UNDER THE SECURITIES ACT,
BASED, IN PART, IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER SECURITIES
AND EXCHANGE COMMISSION RULE 701 PROMULGATED UNDER THE SECURITIES ACT, AND A
COMPARABLE EXEMPTION FROM QUALIFICATION UNDER APPLICABLE STATE SECURITIES LAWS,
AS EACH MAY BE AMENDED FROM TIME TO TIME. THE GRANTEE, BY EXECUTING THIS OPTION
AGREEMENT, HEREBY MAKES THE FOLLOWING REPRESENTATIONS TO THE COMPANY AND
ACKNOWLEDGES THAT THE COMPANY'S RELIANCE ON FEDERAL AND STATE SECURITIES LAW
EXEMPTIONS FROM REGISTRATION AND QUALIFICATION IS PREDICATED, IN SUBSTANTIAL
PART, UPON THE ACCURACY OF THESE REPRESENTATIONS:

     THE GRANTEE IS ACQUIRING THE OPTION AND, IF AND WHEN HE/SHE EXERCISES THE
OPTION, WILL ACQUIRE THE COMMON SHARES SOLELY FOR THE GRANTEE'S OWN ACCOUNT, FOR
INVESTMENT PURPOSES ONLY, AND NOT WITH A VIEW TO OR AN INTENT TO SELL, OR TO
OFFER FOR RESALE IN CONNECTION WITH ANY UNREGISTERED DISTRIBUTION, ALL OR ANY
PORTION OF THE COMMON SHARES WITHIN THE MEANING OF THE SECURITIES ACT AND/OR ANY
APPLICABLE STATE SECURITIES LAWS.

     THE GRANTEE HAS HAD AN OPPORTUNITY TO ASK QUESTIONS AND RECEIVE ANSWERS
FROM THE COMPANY REGARDING THE TERMS AND CONDITIONS OF THE OPTION AND THE
RESTRICTIONS IMPOSED ON ANY COMMON SHARES PURCHASED UPON EXERCISE OF THE OPTION.
THE GRANTEE HAS BEEN FURNISHED WITH, AND/OR HAS ACCESS TO, SUCH INFORMATION AS
HE OR SHE CONSIDERS NECESSARY OR APPROPRIATE FOR DECIDING WHETHER TO EXERCISE
THE OPTION AND PURCHASE COMMON SHARES. HOWEVER, IN EVALUATING THE MERITS AND
RISKS OF AN INVESTMENT IN THE COMMON SHARES, THE GRANTEE HAS AND WILL RELY UPON
THE ADVICE OF HIS/HER OWN LEGAL COUNSEL, TAX ADVISORS AND/OR INVESTMENT
ADVISORS.

     THE GRANTEE IS AWARE THAT THE OPTION MAY BE OF NO PRACTICAL VALUE, THAT ANY
VALUE IT MAY HAVE DEPENDS ON ITS VESTING AND EXERCISABILITY, AS WELL AS AN
INCREASE IN THE FAIR MARKET VALUE OF THE UNDERLYING COMMON SHARES TO AN AMOUNT
IN EXCESS OF THE EXERCISE PRICE, AND THAT ANY INVESTMENT IN ORDINARY SHARES OF A
CLOSELY HELD ENTITY SUCH AS THE

<PAGE>
COMPANY IS NON-MARKETABLE, NON-TRANSFERABLE AND COULD REQUIRE CAPITAL TO BE
INVESTED FOR AN INDEFINITE PERIOD OF TIME, POSSIBLY WITHOUT RETURN, AND AT
SUBSTANTIAL RISK OF LOSS.

     THE GRANTEE UNDERSTANDS THAT ANY COMMON SHARES ACQUIRED ON EXERCISE OF THE
OPTION WILL BE CHARACTERIZED AS "RESTRICTED SECURITIES" UNDER THE U.S. FEDERAL
SECURITIES LAWS, AND THAT, UNDER SUCH LAWS AND APPLICABLE REGULATIONS, SUCH
SECURITIES MAY BE RESOLD WITHOUT REGISTRATION UNDER THE SECURITIES ACT ONLY IN
CERTAIN LIMITED CIRCUMSTANCES, INCLUDING IN ACCORDANCE WITH THE CONDITIONS OF
RULE 144 PROMULGATED UNDER THE SECURITIES ACT, AS PRESENTLY IN EFFECT, WITH
WHICH THE GRANTEE IS FAMILIAR.

     THE GRANTEE HAS READ AND UNDERSTANDS THE RESTRICTIONS AND LIMITATIONS SET
FORTH IN THE PLAN, THIS OPTION AGREEMENT (INCLUDING THESE TERMS), AND THE
EXERCISE AGREEMENT, WHICH ARE IMPOSED ON THE OPTION AND ANY COMMON SHARES WHICH
MAY BE ACQUIRED UPON EXERCISE OF THE OPTION.

     AT NO TIME WAS AN ORAL REPRESENTATION MADE TO THE GRANTEE RELATING TO THE
OPTION OR THE PURCHASE OF COMMON SHARES UNDERLYING THE OPTION AND THE GRANTEE
WAS NOT PRESENTED WITH OR SOLICITED BY ANY PROMOTIONAL MEETING OR MATERIAL
RELATING TO THE OPTION OR THE COMMON SHARES..

7.   PLAN.

     The Option and all rights of the Grantee under this Option Agreement are
subject to the terms and conditions of the Plan, incorporated herein by this
reference. The Grantee agrees to be bound by the terms of the Plan and this
Option Agreement (including these Terms). The Grantee acknowledges having read
and understanding the Plan, the Prospectus for the Plan, and this Option
Agreement. Unless otherwise expressly provided in other sections of this Option
Agreement, provisions of the Plan that confer discretionary authority on the
Board or the Administrator do not and shall not be deemed to create any rights
in the Grantee unless such rights are expressly set forth herein or are
otherwise in the sole discretion of the Board or the Administrator so conferred
by appropriate action of the Board or the Administrator under the Plan after the
date hereof.

8.   ENTIRE AGREEMENT.

     This Option Agreement (including these Terms) and the Plan together
constitute the entire agreement and supersede all prior understandings and
agreements, written or oral, of the parties hereto with respect to the subject
matter hereof. The Plan and this Option Agreement may be amended pursuant to
Section 8.6 of the Plan. Such amendment must be in writing and signed by the
Company. The Company may, however, unilaterally waive any provision hereof in
writing to the extent such waiver does not adversely affect the interests of the
Grantee hereunder, but no such waiver shall operate as or be construed to be a
subsequent waiver of the same provision or a waiver of any other provision
hereof.

9.   GOVERNING LAW; LIMITED RIGHTS; SEVERABILITY; NOTICES.

     9.1 CAYMAN ISLANDS LAWS; CONSTRUCTION. This Option Agreement and the
Exercise Agreement shall be governed by and construed and enforced in accordance
with the laws of the

<PAGE>
Cayman Islands without regard to conflict of law principles thereunder. The
terms of the Option grant have resulted from the negotiations of the parties and
each of the parties has had an opportunity to obtain and consult with its own
counsel. The language of all parts of the Plan, this Option Agreement (including
these Terms) and the Exercise Agreement shall in all cases be construed as a
whole, according to its fair meaning, and not strictly for or against either of
the parties.

     9.2 LIMITED RIGHTS. The Grantee has no rights as a shareholder of the
Company with respect to the Option as set forth in Section 8.7 of the Plan. The
Option does not place any limit on the corporate authority of the Company as set
forth in Section 8.12 of the Plan.

     9.3 SEVERABILITY. If the arbitrator selected in accordance with this Option
Agreement or a court of competent jurisdiction determines that any portion of
this Option Agreement, the Plan, or the Exercise Agreement is in violation of
any statute or public policy, then only the portions of this Option Agreement,
the Plan, or the Exercise Agreement, as applicable, which violate such statute
or public policy shall be stricken, and all portions of this Option Agreement,
the Plan, and the Exercise Agreement which do not violate any statute or public
policy shall continue in full force and effect. Furthermore, it is the parties'
intent that any court order striking any portion of this Option Agreement, the
Plan, and/or the Exercise Agreement should modify the stricken terms as narrowly
as possible to give as much effect as possible to the intentions of the parties
hereunder.

     9.4 NOTICES. Any notice to be given under the terms of this Option
Agreement shall be in writing and addressed to the Company at its principal
office to the attention of the Secretary of the Company, and to the Grantee at
the address last reflected on the Company's payroll records, or at such other
address as either party may hereafter designate in writing to the other. Any
such notice shall be given only when received, but if the Grantee is no longer
employed by the Company or a Subsidiary, shall be deemed to have been duly given
five business days after the date mailed in accordance with the foregoing
provisions of this Section 9.4.

10.  ARBITRATION.

     10.1 Any dispute, controversy or claim arising out of or in connection with
or relating to this Option Agreement, or the interpretation, breach, termination
or validity hereof, shall be resolved through arbitration. A dispute may be
submitted to arbitration upon the request of either party with written notice to
the other (the "NOTICE"). The arbitration shall be conducted in Hong Kong under
the auspices of the Hong Kong International Arbitration Centre (the "CENTRE").
There shall be three (3) arbitrators. Each party shall nominate one (1)
arbitrator within thirty (30) days after the delivery of the Notice to the other
party. The appointment of party nominated arbitrators shall be confirmed by the
Centre. Both arbitrators shall agree on the third arbitrator within thirty (30)
days of their confirmation by the Centre. Should either party fail to appoint an
arbitrator or should the two arbitrators fail within thirty (30) days to reach
agreement on the third arbitrator, such arbitrator shall be appointed by the
Secretary General of the Centre.

<PAGE>
     10.2 The arbitration proceedings shall be conducted in English. The
arbitration tribunal shall apply the UNCITRAL Arbitration Rules as administered
by the Centre at the time of the arbitration. However, if such rules conflict
with the provisions of this Section 10.2, including the provisions concerning
the appointment of an arbitrator(s), the provisions of this Section 10.2 shall
prevail.

     10.3 The arbitrators shall decide any dispute submitted by the parties
strictly in accordance with the substantive laws of the Cayman Islands and shall
not apply any other substantive law.

     10.4 Each party shall cooperate with the other in making full disclosure of
and providing complete access to all information and documents requested by the
other in connection with such arbitration proceedings, subject only to any
confidentiality obligations binding on such party.

     10.5 The costs of arbitration shall be borne by the losing party, unless
otherwise determined by the arbitration tribunal.

     10.6 When any dispute occurs and when any dispute is under arbitration,
except for the matters in dispute, the parties shall continue to fulfill their
respective obligations and shall be entitled to exercise their rights under this
Agreement.

     10.7 The award of the arbitration tribunal shall be final and binding upon
the parties, and the prevailing party may apply to a court of competent
jurisdiction for enforcement of such award.

11.  EFFECT OF THIS AGREEMENT.

     Subject to the Company's right to terminate the Option pursuant to Section
7.2 of the Plan, this Option Agreement shall be assumed by, be binding upon and
inure to the benefit of any successor or successors to the Company.

12.  COUNTERPARTS.

     This Option Agreement may be executed simultaneously in any number of
counterparts, each of which shall be deemed an original but all of which
together shall constitute one and the same instrument.

13.  SECTION HEADINGS.

     The section headings of this Option Agreement are for convenience of
reference only and shall not be deemed to alter or affect any provision hereof.

                  [Remainder of page intentionally left blank]

<PAGE>
                                   EXHIBIT A

                                    ATA INC.
                       2008 EMPLOYEE SHARE INCENTIVE PLAN
             OPTION EXERCISE AND ORDINARY SHARE PURCHASE AGREEMENT

     The undersigned (the "PURCHASER") hereby irrevocably elects to exercise
his/her right, evidenced by that certain Option Agreement dated as of
____________________ (the "OPTION AGREEMENT") under the ATA Inc. 2008 Equity
Incentive Plan (the "PLAN"), as follows:

     -    the Purchaser hereby irrevocably elects to purchase __________________
          Common Shares (the "Shares"), of ATA Inc., an exempted company formed
          under the laws of the Cayman Islands (the "Company"), and

     -    such purchase shall be at the price of $__________________ per share,
          for an aggregate amount of $__________________ (subject to applicable
          withholding taxes pursuant to Section 8.5 of the Plan).

     Capitalized terms are defined in the Plan if not defined herein.

     1. DELIVERY OF SHARE CERTIFICATE. The Purchaser requests that a certificate
representing the Shares be registered to Purchaser and delivered to: ___________
_______________________________________________________________________________.

     2. INVESTMENT REPRESENTATIONS. The Purchaser acknowledges that the sale of
the Shares by the Purchaser is restricted by Securities and Exchange Commission
Rule 701. The Purchaser hereby affirms as made as of the date hereof the
representations in Section 6 of the "Terms and Conditions of Option" (which are
attached to and a part of the Option Agreement, the "TERMS") and such
representations are incorporated herein by this reference. The Purchaser
represents that he/she has no need for liquidity in this investment, has the
ability to bear the economic risk of this investment, and can afford a complete
loss of the purchase price for the Shares.

     The Purchaser acknowledges receipt of the Company's condensed consolidated
financial information.

     3. LIMITATION ON DISPOSITION AND OTHER RESTRICTIONS. The Shares are subject
to and the Purchaser hereby agrees to the following terms and conditions of the
sale of the Shares to the Purchaser:

     -    any transfer of the Shares must comply with the restrictions on
          transfer set forth in Section 5.7 of the Plan and all applicable laws
          as set forth in Section 8.1 of the Plan;

     -    the Shares are subject to, and following any otherwise permitted
          transfer of the Shares, the Shares shall remain subject to and the
          transferee shall be bound by, the foregoing provisions of this Section
          3 and the arbitration provisions of Section 10 of the Terms; and

<PAGE>
     -    as a condition to any otherwise permitted transfer of the Shares, the
          Company may require the transferee to execute a written agreement, in
          a form acceptable to the Administrator, that the transferee
          acknowledges and agrees to the foregoing terms and restrictions
          imposed on the Shares.

     4. PLAN AND OPTION AGREEMENT. The Purchaser acknowledges that all of
his/her rights are subject to, and the Purchaser agrees to be bound by, all of
the terms and conditions of the Plan and the Option Agreement (including the
Terms), both of which are incorporated herein by this reference. If a conflict
or inconsistency between the terms and conditions of this Option Exercise and
Common Share Purchase Agreement and of the Plan or the Option Agreement shall
arise, the terms and conditions of the Plan and/or the Option Agreement shall
govern. The Purchaser acknowledges receipt of a copy of all documents referenced
herein (including the Terms and a disclosure statement) and acknowledges reading
and understanding these documents and having an opportunity to ask any questions
that he/she may have had about them. Any controversy or claim arising out of or
relating to this Option Exercise and Common Share Purchase Agreement shall be
submitted to arbitration in accordance with Section 10 of the Terms, and the
Cayman Islands laws shall apply as provided in Section 9.1 of the Terms.

     5. ENTIRE AGREEMENT. This Option Exercise and Common Share Purchase
Agreement, the Option Agreement (including the Terms), and the Plan together
constitute the entire agreement and supersede all prior understandings and
agreements, written or oral, of the parties hereto with respect to the subject
matter hereof. The Plan, the Option Agreement and this Option Exercise and
Common Share Purchase Agreement may be amended pursuant to Section 8.6 of the
Plan. Such amendment must be in writing and signed by the Company. The Company
may, however, unilaterally waive any provision hereof or of the Option Agreement
in writing to the extent such waiver does not adversely affect the interests of
the Grantee hereunder, but no such waiver shall operate as or be construed to be
a subsequent waiver of the same provision or a waiver of any other provision
hereof.

     6. NOTICE OF SALE OF ISO SHARES. If the Shares are being acquired upon
exercise of an Option intended to qualify as an Incentive Stock Option, the
Purchaser agrees that, upon any sale or other transfer of the Shares within
either one year of the date that they are acquired by the Purchaser or two years
after the Award Date set forth in the Option Agreement, the Purchaser shall
provide the notice required under Section 5.1.2 of the Plan.

<PAGE>

<Table>
<S>                          <C>
"PURCHASER"                  ACCEPTED BY:
                             ATA INC.
_______________________      a Cayman Islands company
Signature

_______________________
Print Name                   By:________________________________________________

_______________________      Print Name:________________________________________
Date

                             Title:_____________________________________________
                             (To be completed by the company after the price
                             (including applicable withholding taxes), value (if
                             applicable) and receipt of funds is verified.)
</Table>