Filed by Automated Filing Services Inc. (604) 609-0244 - China Mobility Solutions, Inc. - Exhibit 4.1


 


 Exhibit 4.1

 CHINA MOBILITY SOLUTIONS, INC. 

 2005 STOCK OPTION PLAN

 1. PURPOSE

 This 2005 China Mobility Solutions, Inc. Stock Option Plan ("the 2005 Plan")
  is intended to promote the interests of the Corporation by providing eligible
  individuals who are responsible for the management, growth and financial success
  of the Corporation or who otherwise render valuable services to the Corporation
  with the opportunity to acquire a proprietary interest, or increase their proprietary
  interest, in the Corporation and thereby encourage them to remain in the service
  of the Corporation.

 Capitalized terms used herein shall have the meanings ascribed to such terms
  in Paragraph 5.

 2. ADMINISTRATION OF THE 2005 PLAN

 (a) The 2005 Plan shall be administered by the Board. The Board, however,
  may at any time appoint a committee ("Committee") of two (2) or more Board members
  and delegate to such Committee one or more of the administrative powers allocated
  to the Board pursuant to the provisions of the 2005 Plan. Members of the Committee
  shall serve for such period of time as the Board may determine and shall be
  subject to removal by the Board at any time. The Board may also at any time
  terminate the functions of the Committee and reassume all powers and authority
  previously delegated to the Committee.

 (b) The 2005 Plan Administrator (either the Board or the Committee, to the
  extent the Committee is at the time responsible for the administration of the
  2005 Plan) shall have full power and authority (subject to the provisions of
  the 2005 Plan) to establish such rules and regulations as it may deem appropriate
  for the proper 2005 Plan administration and to make such determinations under,
  and issue such interpretations of, the 2005 Plan and any outstanding option
  grants or share issuances as it may deem necessary or advisable. Decisions of
  the 2005 Plan Administrator shall be final and binding on all parties who have
  an interest in the 2005 Plan or any outstanding option or share issuance.

 3. ELIGIBILITY

 (a) The persons eligible to receive option grants pursuant to the 2005 Plan
  (each an "Optionee") are limited to the following:

 (1) key employees (including officers and directors) of the Corporation (or
  its parent or subsidiary corporations, if any) who render services which contribute
  to the success and growth of the Corporation (or any parent or subsidiary corporations)
  or which may reasonably be anticipated to contribute to the future success and
  growth of the Corporation (or any parent or subsidiary corporations);

 (2) the non-employee members of the Board or the non-employee members of the
  board of directors of any parent or subsidiary corporations; and

 (3) those consultants or independent contractors who provide valuable services
  to the Corporation (or any parent or subsidiary corporations).

 (b) The 2005 Plan Administrator shall have full authority to determine, with
  respect to the option grants made under the 2005 Plan, which eligible individuals
  are to receive option grants, the number of shares to be covered by each such
  grant, the status of the granted option as either an Incentive Option or a Non-Statutory
  Option, the time or times at which each granted option is to become exercisable
  and the maximum term for which the option may remain outstanding.

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 4. STOCK SUBJECT TO THE 2005 PLAN

 (a) The stock issuable under the 2005 Plan shall be shares of the Corporation's
  authorized but unissued or reacquired Common Stock, $0.0001 par value (the
  "Common Stock"). The maximum number of shares which may be issued over the term
  of the 2005 Plan shall not exceed 3.5 million shares of Common Stock. The total
  number of shares issuable under the 2005 Plan shall be subject to adjustment
  from time to time in accordance with the provisions of Section 4(c).

 (b) Shares subject to (i) the portion of one or more outstanding options which
  are not exercised or surrendered prior to expiration or termination and (ii)
  outstanding options canceled in accordance with the cancellation-regrant provisions
  of Section 9 will be available for subsequent option grants or stock issuances
  under the 2005 Plan.

 (c) In the event any change is made to the Common Stock issuable under the
  2005 Plan by reason of any stock dividend, stock split, combination of shares,
  exchange of shares or other change affecting the outstanding Common Stock as
  a class without receipt of consideration, then appropriate adjustments shall
  be made to (i) the aggregate number and/or class of shares issuable under the
  2005 Plan and (ii) the aggregate number and/or class of shares and the option
  price per share in effect under each outstanding option in order to prevent
  the dilution or enlargement of benefits thereunder. The adjustments determined
  by the 2005 Plan Administrator shall be final, binding and conclusive.

 (d) Common Stock issuable under the 2005 Plan may be subject to such restrictions
  on transfer, repurchase rights or other restrictions as may be determined by
  the Plan Administrator.

 5. DEFINITIONS

 The following definitions shall apply to the respective capitalized terms
  used herein:

 BOARD means the Board of Directors of China Mobility Solutions, Inc.

 CODE means the Internal Revenue Code of 1986, as amended.

 CORPORATION means China Mobility Solutions, Inc. and its successors.

 CORPORATE TRANSACTION means one or more of the following transactions:

 (a) a merger or consolidation in which the Corporation is not the surviving
  entity, except for a transaction the principal purpose of which is to change
  the state of the Corporation's incorporation, (b) the sale, transfer or other
  disposition of all or substantially all of the assets of the Corporation, or
  (c) any reverse merger in which the Corporation is the surviving entity but
  in which fifty percent (50%) or more of the Corporation's outstanding voting
  stock is transferred to holders different from those who held the stock immediately
  prior to such merger.

 EMPLOYEE means an individual who is in the employ of the Corporation or one
  or more Parent or Subsidiary corporations (if any). An optionee shall be considered
  to be an Employee for so long as such individual remains in the employ of the
  Corporation or one or more Parent or Subsidiary corporations, subject to the
  control and direction of the employer entity as to both the work to be performed
  and the manner and method of performance.

 EXERCISE DATE shall be the date on which written notice of the exercise of
  an outstanding option under the 2005 Plan is delivered to the Corporation. Such
  notice shall be in the form of a stock purchase agreement.

 FAIR MARKET VALUE of a share of Common Stock on any relevant date shall be
  determined in accordance with the following provisions:

 (a) If the Common Stock is at the time listed or admitted to trading on any
  stock exchange, then the Fair Market Value shall be the closing selling price
  per share of Common Stock on the date in question on the stock exchange determined
  by the 2005 Plan Administrator to be the primary market for the Common Stock,
  as such price is officially quoted in the composite tape of transactions on
  such exchange. If there is no reported sale of Common Stock on such exchange
  on the date in question, then the Fair Market Value shall be the closing selling
  price on the exchange on the last preceding date for which such quotation exists.


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 (b) If the Common Stock is not at the time listed or admitted to trading on
  any stock exchange but is traded in the over-the-counter market, the Fair Market
  Value shall be the mean between the highest bid and the lowest asked prices
  (or, if such information is available, the closing selling price) per share
  of Common Stock on the date in question in the over-the-counter market, as such
  prices are reported by the National Association of Securities Dealers through
  its NASDAQ National Market System or any successor system. If there are no reported
  bid and asked prices (or closing selling price) for the Common Stock on the
  date in question, then the mean between the highest bid and lowest asked prices
  (or closing selling price) on the last preceding date for which such quotations
  exist shall be determinative of Fair Market Value.

 (c) If the Common Stock is at the time neither listed nor admitted to trading
  on any stock exchange nor traded in the over-the-counter market, or if the 2005
  Plan Administrator determines that the valuation provisions of subparagraphs
  (a) and (b) above will not result in a true and accurate valuation of the Common
  Stock, then the Fair Market Value shall be determined by the 2005 Plan Administrator
  after taking into account such factors as the 2005 Plan Administrator shall
  deem appropriate under the circumstances.

 INCENTIVE OPTION means an Incentive Stock Option which satisfies the requirements
  of Section 422 of the Code.

 NON-STATUTORY OPTION means an option not intended to meet the statutory requirements
  prescribed under the Code for an Incentive Option.

 PARENT corporation means any corporation (other than the Corporation) in an
  unbroken chain of corporations ending with the Corporation, provided each such
  corporation in the unbroken chain (other than the Corporation) owns, at the
  time of the determination, stock possessing fifty percent (50%) or more of the
  total combined voting power of all classes of stock in one of the other corporations
  in such chain.

 PERMANENT DISABILITY means the inability of an individual to engage in any
  substantial gainful activity by reason of any medically determinable physical
  or mental impairment which can be expected to result in death or which has lasted
  or can be expected to last for a continuous period of not less than 12 months.

 2005 PLAN means this 2005 China Mobility Solutions, Inc. Stock Option Plan.

 PLAN ADMINISTRATOR means the Board or the Committee, to the extent the Committee
  is responsible for plan administration in accordance with Section 2.

 SERVICE means the performance of services for the Corporation or one or more
  Parent or Subsidiary corporations by an individual in the capacity of an Employee,
  a non-employee member of the board of directors or an independent consultant
  or advisor, unless a different meaning is specified in the option agreement
  evidencing the option grant or the purchase agreement evidencing the purchased
  option shares. An Optionee shall be deemed to remain in Service for so long
  as such individual renders services to the Corporation or any Parent or Subsidiary
  corporation on a periodic basis in the capacity of an Employee, a non-employee
  member the board of directors or an independent consultant or advisor.

 SUBSIDIARY corporation means each corporation (other than the Corporation)
  in an unbroken chain of corporations beginning with the Corporation, provided
  each such corporation (other than the last corporation) in the unbroken chain
  owns, at the time of the determination, stock possessing fifty percent (50%)
  or more of the total combined voting power of all classes of stock in one of
  the other corporations in such chain.

 TEN PERCENT SHAREHOLDER means the owner of stock (as determined under Section
  424(d) of the Code) possessing ten percent or more of the total combined voting
  power of all classes of stock of the Corporation or any Parent or Subsidiary
  corporation.

 6. TERMS AND CONDITIONS OF OPTIONS

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 Options granted pursuant to the 2005 Plan shall be authorized by action of
  the 2005 Plan Administrator and may, at the discretion of the 2005 Plan Administrator,
  be either Incentive Options or Non-Statutory Options. Each granted option shall
  be evidenced by one or more instruments in the form approved by the 2005 Plan
  Administrator; PROVIDED, HOWEVER, that each such instrument shall comply with
  and incorporate the terms and conditions specified below. In addition, each
  instrument evidencing an Incentive Option shall be subject to the applicable
  provisions of Section 7.

 (a) OPTION PRICE

 (1) The option price per share shall be fixed by the 2005 Plan Administrator.

 (2) The option price shall become immediately due upon exercise of the option,
  and subject to the provisions of Section 11, shall be payable in cash or check
  drawn to the Corporation's order. Should the Corporation's outstanding Common
  Stock be registered under Section 12(g) of the Securities Exchange Act of 1934,
  as amended (the "1934 Act") at the time the option is exercised, then the option
  price may also be paid as follows:

 (A) in shares of Common Stock held by the optionee for the requisite period
  necessary to avoid a charge to the Corporation's earnings for financial reporting
  purposes and valued at Fair Market Value on the Exercise Date; or

 (B) through a special sale and remittance procedure pursuant to which the
  Optionee (i) is to provide irrevocable written instructions to a designated
  brokerage firm to effect the immediate sale of the purchased shares and remit
  to the Corporation, out of the sale proceeds, an amount sufficient to cover
  the aggregate option price payable for the purchased shares plus all applicable
  Federal and State income and employment taxes required to be withheld by the
  Corporation by reason of such purchase and (ii) concurrently provides written
  directives to the Corporation to deliver the certificates for the purchased
  shares directly to such brokerage firm in order to effect the sale transaction.

 (b) TERM AND EXERCISE OF OPTIONS

 Each option granted under the 2005 Plan shall be exercisable at such time
  or times, during such period, and for such number of shares as shall be determined
  by the 2005 Plan Administrator and set forth in the stock option agreement evidencing
  such option. However, no option granted under the 2005 Plan shall have a term
  in excess of ten (10) years from the grant date.

 (c) TERMINATION OF SERVICE

 (1) The 2005 Plan Administrator shall have complete discretion to limit the
  period of time that an option granted under the 2005 Plan may be exercised should
  the Optionee cease to remain in Service for any reason (including death or Permanent
  Disability). In no event, however, shall any such option be exercisable after
  the specified expiration date of the option term. During such limited period
  of exercisability, the option may not be exercised for more than that number
  of shares (if any) for which such option is exercisable on the date of the Optionee's
  cessation of Service. Upon the expiration of such period or (if earlier) upon
  the expiration of the option term, the option shall terminate and cease to be
  exercisable.

 (2) Notwithstanding subsection (1) above, the 2005 Plan Administrator shall
  have complete discretion, exercisable either at the time the option is granted
  or at the time the Optionee ceases Service, to allow one or more outstanding
  options held by the Optionee to be exercised, during the period of exercisability
  following the Optionee's cessation of Service, not only with respect to the
  number of shares for which the option is exercisable.

 (3) Notwithstanding any provision of this 2005 Plan to the contrary, any options
  granted under this 2005 Plan shall terminate as of the date the Optionee ceases
  to be in the Service of the Corporation if the Optionee was terminated for "cause"
  or could have been terminated for "cause." If the Optionee has an employment
  or a consulting agreement with the Corporation, the term "cause" shall have
  the meaning given that term in the employment or consulting agreement. If the
  Optionee does not have an employment or consulting agreement with the Corporation,
  or if such employment or consulting agreement does not define the term "cause,"
  the term "cause" shall mean: (A) misconduct or dishonesty that materially adversely
  affects the Corporation, including without limitation (i) an act materially
  in 

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 conflict with the financial interests of the Corporation, (ii) an act that
  could damage the reputation or customer relations of the Corporation, (iii)
  an act that could subject the Corporation to liability, (iv) an act constituting
  sexual harassment or other violation of the civil rights of co-workers, (v)
  failure to obey any lawful instruction of the Board or any officer of the Corporation
  and (vi) failure to comply with, or perform any duty required under, the terms
  of any confidentiality, inventions or non-competition agreement the Optionee
  may have with the Corporation, or (B) acts constituting the unauthorized disclosure
  of any of the trade secrets or confidential information of the Corporation,
  unfair competition with the Corporation or the inducement of any customer of
  the Corporation to breach any contract with the Corporation. The right to exercise
  any option shall be suspended automatically during the pendency of any investigation
  by the Board, or its designee, and/or any negotiations by the Board, or its
  designee, and the Optionee, regarding any actual or alleged act or omission
  by the Optionee of the type described in this paragraph.

 (d) SHAREHOLDER RIGHTS. An Optionee shall have none of the rights of a shareholder
  with respect to any shares covered by the option until such Optionee shall have
  exercised the option and paid the option price.

 (e) TRANSFERABILITY. Unless otherwise specified in the Agreement relating
  to an option, options granted hereunder may be transferable (i) by will or the
  laws of descent and distribution, (ii) pursuant to beneficiary designation procedures
  approved by the Company, (iii) pursuant to a domestic relations order, (iv)
  to one or more family members of the optionee, (v) to a trust or trusts for
  the exclusive benefit of the optionee and/or one or more family members of the
  optionee, (vi) to a partnership in which the optionee and/or one or more family
  members of the optionee are the only partners, (vii) to a limited liability
  company in which the optionee and/or one or more family members of the optionee
  are the only members, or (viii) to such other persons or entities as may be
  specified in the agreement relating to an option or approved in writing by the
  Committee prior to such transfer. Except to the extent permitted by the preceding
  sentence, each option may be exercised during the optionee's lifetime only by
  the optionee or the optionee's legal representative or similar person. Except
  as permitted by the second preceding sentence, (i) no option granted hereunder
  shall be sold, transferred, assigned, pledged, hypothecated, encumbered or otherwise
  disposed of (whether by operation of law or otherwise) or be subject to execution,
  attachment or similar process and (ii) upon any attempt to so sell, transfer,
  assign, pledge, hypothecate, encumber or otherwise dispose of any option granted
  hereunder, such option and all rights thereunder shall immediately become null
  and void.

 7. INCENTIVE OPTIONS

 The terms and conditions specified below shall be applicable to all Incentive
  Options granted under the 2005 Plan. Incentive Options may only be granted to
  individuals who are Employees. Options which are specifically designated as
  Non-Statutory Options when issued under the 2005 Plan shall NOT be subject to
  such terms and conditions.

 (a) OPTION PRICE. The option price per share of the Common Stock subject to
  an Incentive Option shall in no event be less than one hundred percent (100%)
  of the Fair Market Value of a share of Common Stock on the grant date; provided,
  if the individual to whom the option is granted is at the time a Ten Percent
  Shareholder, then the option price per share shall not be less than one hundred
  ten percent (110%) of the Fair Market Value of the Common Stock on the grant
  date.

 (b) DOLLAR LIMITATION. The aggregate Fair Market Value (determined as of the
  respective date or dates of grant) of the Common Stock for which one or more
  options granted to any Employee under this 2005 Plan (or any other option 2005
  Plan of the Corporation or any Parent or Subsidiary corporation) may for the
  first time become exercisable as Incentive Stock Options under the Federal tax
  laws during any one calendar year shall not exceed the sum of one hundred thousand
  dollars ($100,000). To the extent the Employee holds two or more such options
  which become exercisable for the first time in the same calendar year, the foregoing
  limitation on the exercisability thereof as Incentive Options under the Federal
  tax laws shall be applied on the basis of the order in which such options are
  granted.

 (c) OPTION TERM FOR TEN PERCENT SHAREHOLDER. No option granted to a Ten Percent
  Shareholder shall have a term in excess of five (5) years from the grant date.

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 (d) ACCELERATED TERMINATION OF OPTION TERM. The option term shall terminate
  prior to the expiration date established by the 2005 Plan Administrator should
  any of the following provisions become applicable:

 (1) Except as otherwise provided in subparagraph (2) or (3) below, should
  an Optionee cease to remain in Service while his/her option is outstanding,
  then the period for exercising his/her option shall be reduced to a three (3)
  month period commencing with the date of such cessation of Service, but in no
  event shall such option be exercisable at any time after the expiration date.
  Upon the expiration of such three (3) month period or (if earlier) upon the
  expiration date, the option shall terminate and cease to be outstanding.

 (2) Should the Optionee die while his/her option is outstanding, his/her option
  shall cease to be exercisable, upon the EARLIER of (a) the expiration of the
  twelve (12) month period measured from the date of Optionee's death or (b) the
  expiration date of the option. Upon the expiration of such twelve (12) month
  period or (if earlier) upon the expiration date, the option shall terminate
  and cease to be outstanding.

 (3) Should the Optionee become Permanently Disabled and cease by reason thereof
  to remain in Service while his/her option is outstanding, then the Optionee
  shall have a period of twelve (12) months (commencing with the date of such
  cessation of Service) during which to exercise his/her option, but in no event
  shall this option be exercisable at any time after the expiration date of the
  option. Upon the expiration of such limited period of exercisability or (if
  earlier) upon the expiration date, his/her option shall terminate and cease
  to be outstanding.

 (4) During the limited period of exercisability applicable under subparagraphs
  (1), (2), or (3) above, the Optionee's option may be exercised for any or all
  of the option shares in which the Optionee, at the time of cessation of Services,
  is vested in accordance with the exercise/vesting provisions specified in his/her
  stock option documents.

 (e) TRANSFERABILITY. An Incentive Option shall not be transferable otherwise
  than by will or the laws of descent and distribution and may be exercisable
  during the Optionee's lifetime only by such Optionee or the Optionee's legal
  representative or similar person.

 Except as modified by the preceding provisions of this Section 7, all the
  provisions of the 2005 Plan shall be applicable to the Incentive Options granted
  hereunder.

 8. CORPORATE TRANSACTION

 (a) In the event of any Corporate Transaction, each option outstanding under
  the 2005 Plan shall terminate upon the consummation of such Corporate Transaction
  and cease to be exercisable, unless assumed by the successor corporation or
  parent thereof.

 (b) In connection with any such Corporate Transaction, the 2005 Plan Administrator
  may, at its sole discretion, (i) accelerate each or any outstanding option under
  the 2005 Plan so that each or any such option shall, immediately prior to the
  specified effective date for such Corporate Transaction, become fully exercisable
  with respect to the total number of shares of Common Stock at the time subject
  to such option and may be exercised for all or any portion of such shares, (ii)
  arrange for each or any outstanding option to either to be assumed by the successor
  corporation or parent thereof or to be replaced with a comparable option to
  purchase shares of the capital stock of the successor corporation or parent
  thereof, (iii) arrange for the option to be replaced by a comparable cash incentive
  program of the successor corporation based on the option spread (the amount
  by which the Fair Market Value of the shares of Common Stock at the time subject
  to the option exceeds the option price payable for such shares) or (iv) take
  none of the actions described in clauses (i), (ii) or (iii) above and allow
  the option to terminate as provided in Section 2(a) above. The determination
  of comparability under clauses (ii) and (iii) above shall be made by the 2005
  Plan Administrator, and such determination shall be final and conclusive.

 (c) The exercisability as Incentive Stock Options under the Federal tax laws
  of any options accelerated in connection with the Corporate Transaction shall
  remain subject to the applicable dollar limitation of subsection 7(b).

 (d) If the outstanding options under the 2005 Plan are assumed by the successor
  corporation (or parent thereof) in 

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 the Corporate Transaction or are otherwise to continue in effect following
  such Corporate Transaction, then each such assumed or continuing option shall,
  immediately after such Corporate Transaction, be appropriately adjusted to apply
  and pertain to the number and class of securities or other property that would
  have been issuable to the option holder, in consummation of the Corporate Transaction,
  had the option been exercised immediately prior to such Corporate Transaction.

 (e) The grant of options under this 2005 Plan shall in no way affect the right
  of the Corporation to adjust, reclassify, reorganize or otherwise change its
  capital or business structure or to merge, consolidate, dissolve, liquidate
  or sell or transfer all or any part of its business or assets.

 9. CANCELLATION AND NEW GRANT OF OPTIONS

 The 2005 Plan Administrator shall have the authority to effect, at any time
  and from time to time, with the consent of the affected Optionees, the cancellation
  of any or all outstanding options under the 2005 Plan and to grant in substitution
  therefore new options under the 2005 Plan covering the same or different numbers
  of shares of Common Stock but having, in the case of an Incentive Option, an
  option price per share not less than one hundred percent (100%) of such Fair
  Market Value per share of Common Stock on the new grant date, or, in the case
  of a Ten Percent Shareholder, not less than one hundred and ten percent (110%)
  of such Fair Market Value.

 10. EXTENSION OF EXERCISE PERIOD

 The 2005 Plan Administrator shall have full power and authority to extend
  (either at the time when the option is granted or at any time while the option
  remains outstanding) the period of time for which the option is to remain exercisable
  following the Optionee's cessation of Service, from the limited period set forth
  in the option agreement, to such greater period of time as the 2005 Plan Administrator
  may deem appropriate under the circumstances. In no event, however, shall such
  option be exercisable after the specified expiration date of the option term.

 11. LOANS

 (a) The 2005 Plan Administrator may assist any Optionee (including an Optionee
  who is an officer or director of the Corporation) in the exercise of one or
  more options granted to such Optionee under the 2005 Plan, including the satisfaction
  of any Federal and State income and employment tax obligations arising therefrom,
  by:

 (1) authorizing the extension of a loan from the Corporation to such Optionee,
  or

 (2) permitting the Optionee to pay the option price for the purchased Common
  Stock in installments over a period of years.

 (b) The terms of any loan or installment method of payment (including the
  interest rate and terms of repayment) shall be established by the 2005 Plan
  Administrator in its sole discretion. Loans or installment payments may be granted
  with or without security or collateral; however, any loan made to a consultant
  or other non-employee director must be secured by property other than the purchased
  shares of Common Stock. In all events, the maximum credit available to each
  may not exceed the SUM of (i) the aggregate option price payable for the purchased
  shares less the aggregate par value for such shares plus (ii) any Federal and
  State income and employment tax liability incurred by the Optionee in connection
  with such exercise.

 (c) The 2005 Plan Administrator may, in its absolute discretion, determine
  that one or more loans extended under the financial assistance program shall
  be subject to forgiveness by the Corporation in whole or in part upon such terms
  and conditions the Board in its discretion deems appropriate.

 12. AMENDMENT OF THE 2005 PLAN AND AWARDS

 (a) The Board shall have complete and exclusive power and authority to amend
  or modify the 2005 Plan in any or all respects whatsoever. However, no such
  amendment or modification shall adversely affect the rights and obligations
  of an Optionee with respect to options at the time outstanding under the 2005
  Plan, nor adversely affect the rights of any Participant with respect to Common
  Stock issued under the 2005 Plan prior to such action, unless the Optionee 

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 consents to such amendment. In addition, the Board shall not, without the
  approval of the Corporation's shareholders, amend the 2005 Plan to (i) materially
  increase the maximum number of shares issuable under the 2005 Plan (except for
  permissible adjustments under Section 4(c)), (ii) materially increase the benefits
  accruing to individuals who participate in the 2005 Plan, or (iii) materially
  modify the eligibility requirements for participation in the 2005 Plan.

 (b) Options to purchase shares of Common Stock may be granted under the 2005
  Plan which are in excess of the number of shares then available for issuance
  under the 2005 Plan, provided any excess shares actually issued under the 2005
  Plan are held in escrow until there is obtained shareholder approval of an amendment
  sufficiently increasing the number of shares of Common Stock available for issuance
  under the 2005 Plan. If such shareholder approval is not obtained within twelve
  (12) months after the date the initial excess issuances are made, then (i) any
  unexercised options representing such excess shall terminate and cease to be
  exercisable and (ii) the Corporation shall promptly refund to the Optionees
  the option price paid for any excess shares issued under the 2005 Plan and held
  in escrow, together with interest (at the applicable Short Term Federal Rate)
  for the period the shares were held in escrow.

 13. EFFECTIVE DATE AND TERM OF 2005 PLAN

 (a) The 2005 Plan shall become effective when adopted by the Board and approved
  by the Corporation's shareholders. If such shareholder approval is not obtained
  within twelve (12) months after the date of the Board's adoption of the 2005
  Plan, then all options previously granted under the 2005 Plan shall terminate,
  and no further options shall be granted. Subject to such limitation, the 2005
  Plan Administrator may grant options under the 2005 Plan at any time after the
  effective date and before the date fixed herein for termination of the 2005
  Plan.

 (b) The 2005 Plan shall terminate upon the EARLIER of (i) ten years after
  the adoption of the 2005 Plan or (ii) the date on which all shares available
  for issuance under the 2005 Plan have been issued or canceled pursuant to the
  exercise or surrender of options granted under the 2005 Plan. If the date of
  termination is determined under clause (i) above, then no options outstanding
  on such date under the 2005 Plan shall be affected by the termination of the
  2005 Plan, and such securities shall thereafter continue to have force and effect
  in accordance with the provisions of the stock option agreements evidencing
  such Options.

 14. USE OF PROCEEDS

 Any cash proceeds received by the Corporation from the issuance of shares
  of Common Stock under the 2005 Plan shall be used for general corporate purposes.

 15. WITHHOLDING

 The Corporation's obligation to deliver shares upon the exercise or surrender
  of any options granted under the 2005 Plan shall be subject to the satisfaction
  of all applicable Federal, State and local income and employment tax withholding
  requirements.

 16. REGULATORY APPROVALS

 The implementation of the 2005 Plan, the granting of any options under the
  2005 Plan, and the issuance of Common Stock upon the exercise or surrender of
  the option grants made hereunder shall be subject to the Corporation's procurement
  of all approvals and permits required by regulatory authorities having jurisdiction
  over the 2005 Plan, the options granted under it, and the Common Stock issued
  pursuant to it.

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 CHINA MOBILITY SOLUTIONS, INC. 

  2005 STOCK OPTION PLAN

 NOTICE OF GRANT OF STOCK OPTION

 Notice is hereby given of the following option grant (the "Option") made to
  purchase shares of China Mobility Solutions, Inc. (the "Company") common stock
  (the "Common Stock"):

 OPTIONEE: _______________________________ 

 GRANT DATE: _____________________________ 

 VESTING COMMENCEMENT DATE: ________________________

 TYPE OF STOCK: Common Stock 

OPTION PRICE: $ ________ per share

 NUMBER OF OPTION SHARES: ____________________________

EXPIRATION DATE: ______________________________________

 TYPE OF OPTION: Incentive / Non-Statutory

 EXERCISE SCHEDULE: _____________________________________ 

 Optionee understands and agrees that the Option is granted subject to and
  in accordance with the express terms and conditions of the 2005 China Mobility
  Solutions, Inc. Stock Option Plan (the "2005 Plan"). Optionee further agrees
  to be bound by the terms and conditions of the Option as set forth in the Stock
  Option Agreement attached hereto as Exhibit A.

 Optionee understands that the terms and conditions applicable to any Option
  Shares purchased thereunder are as set forth in the Stock Purchase Agreement
  attached hereto as Exhibit B.

 Optionee hereby acknowledges receipt of a copy of the 2005 Plan in the form
  attached to this Notice of Grant.

 NO EMPLOYMENT OR SERVICE CONTRACT. Nothing in this Agreement or in the 2005
  Plan shall confer upon the Optionee any right to continue in the Service of
  the Company for any period of specific duration or interfere with or otherwise
  restrict in any way the rights of the Company or the Optionee, which rights
  are hereby expressly reserved by each, to terminate Optionee's Service at any
  time for any reason whatsoever, with or without cause.

 CHINA MOBILITY SOLUTIONS, INC.

 Date: _____________________________

 By: _______________________________

 its ________________________________

OPTIONEE __________________________

 Date: _____________________________

 Address: __________________________

 - 9 - 




 EXHIBIT A  

 CHINA MOBILITY SOLUTIONS, INC.

 STOCK OPTION AGREEMENT

 WITNESSETH:

 RECITALS

 A. The Board has adopted the 2005 Stock Option Plan (the “2005 Plan”)
  for the purpose of attracting and retaining the services of selected key employees
  (including officers and directors), non-employee members of the Board and consultants
  and other independent contractors who contribute to the financial success of
  the Corporation.

 B. Optionee is an individual who is to render valuable services to the Corporation,
  and this Agreement is executed pursuant to, and is intended to carry out the
  purposes of, the 2005 Plan in connection with the Corporation's grant of a stock
  option to Optionee.

 C. Capitalized terms used in this Agreement shall, unless the context clearly
  indicates otherwise, have the meaning assigned to such terms in Paragraph 20
  of this Agreement.

 NOW, THEREFORE, it is hereby agreed as follows:

 1. GRANT OF OPTION. Subject to and upon the terms and conditions set forth
  in this Agreement, the Corporation hereby grants to Optionee, as of the Grant
  Date, a stock option to purchase up to that number of Option Shares as is specified
  in the Grant Notice. The Option Shares shall be purchasable from time to time
  during the Option term at the Option Price per share specified in the Grant
  Notice.

 2. OPTION TERM. This Option shall expire at the close of business on the Expiration
  Date specified in the Grant Notice, unless sooner terminated in accordance with
  Paragraphs 5, 6, or 17 hereof; provided, in no event shall this Option have
  a maximum term in excess of ten (10) years measured from the Grant Date.

 3. OPTION NONTRANSFERABLE; EXCEPTION. Unless otherwise specified in the Agreement
  relating to an option, options granted hereunder may be transferable (i) by
  will or the laws of descent and distribution, (ii) pursuant to beneficiary designation
  procedures approved by the Company, (iii) pursuant to a domestic relations order,
  (iv) to one or more family members of the optionee, (v) to a trust or trusts
  for the exclusive benefit of the optionee and/or one or more family members
  of the optionee, (vi) to a partnership in which the optionee and/or one or more
  family members of the optionee are the only partners, (vii) to a limited liability
  company in which the optionee and/or one or more family members of the optionee
  are the only members, or (viii) to such other persons or entities as may be
  specified in the agreement relating to an option or approved in writing by the
  Committee prior to such transfer. Except to the extent permitted by the preceding
  sentence, each option may be exercised during the optionee's lifetime only by
  the optionee or the optionee's legal representative or similar person. Except
  as permitted by the second preceding sentence, (i) no option granted hereunder
  shall be sold, transferred, assigned, pledged, hypothecated, encumbered or otherwise
  disposed of (whether by operation of law or otherwise) or be subject to execution,
  attachment or similar process and (ii) upon any attempt to so sell, transfer,
  assign, pledge, hypothecate, encumber or otherwise dispose of any option granted
  hereunder, such option and all rights thereunder shall immediately become null
  and void. Additional transferability restrictions apply to Incentive Stock Options
  in accordance with Paragraph 18(a) hereof.

 4. DATES OF EXERCISE. This Option may not be exercised in whole or in part
  at any time prior to the time the 2005 Plan is approved by the Corporation's
  shareholders in accordance with Paragraph 17. Provided such shareholder approval
  is obtained, this Option shall thereupon become exercisable for the Option Shares
  in one or more installments as is specified in the Grant Notice. As the Option
  becomes exercisable in one or more installments, the installments shall accumulate
  and the Option shall remain exercisable for such installments until the Expiration
  Date or the sooner termination of the Option term under Paragraph 5 or Paragraph
  6 of this Agreement.

 - 10 - 




 5. ACCELERATED TERMINATION OF OPTION TERM. The option term specified in Paragraph
  2 shall terminate (and this Option shall cease to be exercisable) prior to the
  Expiration Date should any of the following provisions become applicable:

 (a) Except as otherwise provided in subparagraph (b) or (c) below, should
  Optionee cease to remain in Service while this Option is outstanding, then the
  period for exercising this Option shall be reduced to a three (3) month period
  commencing with the date of such cessation of Service, but in no event shall
  this Option be exercisable at any time after the Expiration Date. Upon the expiration
  of such three (3) month period or (if earlier) upon the Expiration Date, this
  Option shall terminate and cease to be outstanding.

 (b) Should Optionee die while this Option is outstanding, then the personal
  representative of the Optionee's estate or the person or persons to whom the
  Option is transferred pursuant to the Optionee's will or in accordance with
  the law of descent and distribution shall have the right to exercise this Option.
  Such right shall lapse, and this Option shall cease to be exercisable, upon
  the EARLIER of (i) the expiration of the twelve (12) month period measured from
  the date of Optionee's death or (ii) the Expiration Date. Upon the expiration
  of such twelve (12) month period or (if earlier) upon the Expiration Date, this
  Option shall terminate and cease to be outstanding.

 (c) Should Optionee become Permanently Disabled and cease by reason thereof
  to remain in Service while this Option is outstanding, then the Optionee shall
  have a period of twelve (12) months (commencing with the date of such cessation
  of Service) during which to exercise this Option, but in no event shall this
  Option be exercisable at any time after the Expiration Date. Upon the expiration
  of such limited period of exercisability or (if earlier) upon the Expiration
  Date, this Option shall terminate and cease to be outstanding.

 (d) During the limited period of exercisability applicable under subparagraphs
  (a), (b) or (c) above, this Option may be exercised for any or all of the Option
  Shares in which the Optionee, at the time of cessation of Service, is vested
  in accordance with the exercise/vesting provisions specified in the Grant Notice
  or the special acceleration provisions of Paragraph 6 of this Agreement.

 (e) Notwithstanding any provisions of this paragraph 5 or any other provision
  of this Agreement or the 2005 Plan to the contrary, any options granted under
  the 2005 Plan shall terminate as of the date Optionee ceases to be in the Service
  of the Corporation if Optionee was terminated for "cause" or could have been
  terminated for "cause." If Optionee has an employment or consulting agreement
  with the Corporation, the term "cause" shall have the meaning given that term
  in the employment or consulting agreement. If Optionee does not have an employment
  or consulting agreement with the Corporation, or if such employment or consulting
  agreement does not define the term "cause," the term "cause" shall mean: (1)
  misconduct or dishonesty that materially adversely affects the Corporation,
  including without limitation (i) an act materially in conflict with the financial
  interests of the Corporation, (ii) an act that could damage the reputation or
  customer relations of the Corporation, (iii) an act that could subject the Corporation
  to liability, (iv) an act constituting sexual harassment or other violation
  of the civil rights of co-workers, (v) failure to obey any lawful instruction
  of the Board or any officer of the Corporation and (vi) failure to comply with,
  or perform any duty required under, the terms of any confidentiality, inventions,
  or noncompetition agreement Optionee may have with the Corporation, or (2) acts
  constituting the unauthorized disclosure of any trade secrets or confidential
  information of the Corporation, unfair competition with the corporation or the
  inducement of any customer of the Corporation to breach any contract during
  the pendency of any investigation by the Board, or its designee, and/or any
  negotiations by the Board, or its designee, and Optionee, regarding any actual
  or alleged act or omission by Optionee of the type described in this paragraph.

 6. CORPORATE TRANSACTION.

 (a) This Option shall terminate upon the consummation of any Corporate Transaction,
  unless expressly assumed by the successor corporation or parent thereof.

 (b) In connection with any such Corporate Transaction, the 2005 Plan Administrator
  may, at its sole discretion, (i) accelerate this Option so that this Option
  shall, immediately prior to the specified effective date for such Corporate
  Transaction, become fully exercisable with respect to all of the Option Shares
  and may be exercised for all or any 

 - 11 - 




 portion of such shares, (ii) arrange for this Option either to be assumed
  by the successor corporation or parent thereof or to be replaced with a comparable
  option to purchase shares of the capital stock of the successor corporation
  or parent thereof, (iii) arrange for this Option to be replaced by a comparable
  cash incentive program of the successor corporation based on the option spread
  (the amount by which the Fair Market Value of the shares of Common Stock at
  the time subject to the Option exceeds the Option Price payable for such shares)
  or (iv) take none of the actions described in clauses (i), (ii) or (iii) above
  and allow this Option to terminate as provided in Paragraph 6(a) above. The
  determination of comparability under clauses (ii) and (iii) above shall be made
  by the 2005 Plan Administrator, and its determination shall be final and conclusive.

 (c) The exercisability of this Option as an Incentive Stock Option under the
  Federal tax laws (if designated as such in the Grant Notice) shall, in connection
  with any such Corporate Transaction, be subject to the applicable dollar limitation
  of Paragraph 18.

 (d) This Agreement shall not in any way affect the right of the Corporation
  to adjust, reclassify, reorganize or otherwise make changes in its capital or
  business structure or to merge, consolidate, dissolve, liquidate or sell or
  transfer all or any part of its business or assets.

 7. ADJUSTMENT IN OPTION SHARES

 (a) In the event any change is made to the Corporation's outstanding Common
  Stock by reason of any stock split, stock dividend, combination of shares, exchange
  or conversion of shares, or other change affecting the outstanding Common Stock
  as a class without receipt of consideration, then appropriate adjustments shall
  be made to (i) the total number of Option Shares subject to this Option and
  (ii) the Option Price payable per share in order to reflect such change and
  thereby preclude a dilution or enlargement of benefits hereunder.

 (b) If this Option is to be assumed or is otherwise to remain outstanding
  after the Corporate Transaction, then this Option shall be appropriately adjusted
  to apply and pertain to the number and class of securities that would have been
  issuable to the Optionee in the consummation of such Corporation Transaction
  had the option been exercised immediately prior to such Corporate Transaction,
  and appropriate adjustments shall also be made to the Option Price payable per
  share, provided the aggregate Option Price payable hereunder shall remain the
  same.

 8. PRIVILEGE OF STOCK OWNERSHIP. The holder of this Option shall not have
  any of the rights of a shareholder with respect to the Option Shares until such
  individual shall have exercised the option and paid the Option Price.

 9. MANNER OF EXERCISING OPTION.

 (a) In order to exercise this Option with respect to all or any part of the
  Option Shares for which this Option is at the time exercisable, Optionee (or
  in the case of exercise after Optionee's death, the Optionee's executor, administrator
  heir or legatee, as the case may be) or Transferee (in the case of certain Incentive
  Options) must take the following actions:

 (1) Execute and deliver to the Secretary of the Corporation the Purchase Agreement.

 (2) Pay the aggregate Option Price for the purchased shares either by full
  payment in cash or check, or any other form approved by the 2005 Plan Administrator
  at the time of exercise in accordance with the provisions of Paragraph 14.

 (3) Furnish to the Corporation appropriate documentation that the person or
  persons exercising the Option (if other than Optionee) have the right to exercise
  this Option.

 (b) Should the Corporation's outstanding Common Stock be registered under
  Section 12(g) of the Securities Exchange Act of 1934, as amended (the "1934
  Act"), at the time the Option is exercised, then the Option Price may also be
  paid as follows:

 (1) in shares of the Common Stock held by the Optionee for the requisite period
  necessary to avoid a charge to the 

 - 12 - 




 Corporation's earnings for financial reporting purposes and valued at Fair
  Market Value on the Exercise Date; or

 (2) through a special sale and remittance procedure pursuant to which the
  Optionee (i) is to provide irrevocable written instructions to a designated
  brokerage firm to effect the immediate sale of the purchased shares and remit
  to the Corporation, out of the sale proceeds, an amount sufficient to cover
  the aggregate Option Price payable for the purchased shares plus all applicable
  Federal and state income and employment taxes required to be withheld by the
  Corporation by reason of such purchase and (ii) concurrently provides written
  directives to the Corporation to deliver the certificates for the purchased
  shares directly to such broker-dealer in order to effect the sale transaction.

 (c) Except to the extent the special sale and remittance procedure is utilized
  to exercise this Option, payment of the Option Price must accompany the delivery
  of the Purchase Agreement. As soon after such payment is practical, the Corporation
  shall mail or deliver to Optionee (or to the other person or persons exercising
  this Option) a certificate or certificates representing the shares so purchased
  and paid for, with the appropriate legend affixed thereto.

 (d) In no event may this Option be exercised for any fractional shares.

 10. COMPLIANCE WITH LAWS AND REGULATIONS.

 (a) The exercise of this Option and the issuance of Option Shares upon such
  exercise shall be subject to compliance by the Corporation and the Optionee
  with all applicable requirements of law relating thereto and with all applicable
  regulations of any stock exchange on which shares of the Corporation's Common
  Stock may be listed at the time of such exercise and issuance.

 (b) In connection with the exercise of this Option, Optionee shall execute
  and deliver to the Corporation such representations in writing as may be requested
  by the Corporation in order for it to comply with the applicable requirements
  of Federal and state securities laws.

 11. SUCCESSORS AND ASSIGNS. Except to the extent otherwise provided in Paragraphs
  3, 6 and 18(a) the provisions of this Agreement shall inure to the benefit of,
  and be binding upon, the successors, administrators, heirs, legal representatives
  and assigns of Optionee and the successors and assigns of the Corporation.

 12. LIABILITY OF CORPORATION.

 (a) If the Option Shares covered by this Agreement exceed, as of the Grant
  Date, the number of shares of Common Stock that may be issued under the 2005
  Plan without shareholder approval, then this Option shall be void with respect
  to such excess shares, unless shareholder approval of an amendment sufficiently
  increasing the number of shares of Common Stock issuable under the 2005 Plan
  is obtained in accordance with the applicable provisions of the 2005 Plan.

 (b) The inability of the Corporation to obtain approval from any regulatory
  body having authority the Corporation deems necessary to the lawful issuance
  and sale of any Common Stock pursuant to this Option shall relieve the Corporation
  of any liability with respect to the non-issuance of the Common Stock as to
  which such approval shall not have been obtained. The Corporation, however,
  shall use its best efforts to obtain all such approvals.

 13. NOTICES. Any notice required to be given or delivered to the Corporation
  under the terms of this Agreement shall be in writing and addressed to the Corporation
  in care of the Corporate Secretary at its principal corporate offices. Any notices
  required to be given or delivered to the Optionee shall be in writing and addressed
  to Optionee at the address indicated below Optionee's signature line on the
  Grant Notice. All notices shall be deemed to have been given or delivered upon
  personal delivery or upon deposit in the U.S. Mail, postage prepaid and properly
  addressed to the party to be notified.

 14. LOANS. The 2005 Plan Administrator may, in its absolute discretion and
  without any obligation to do so, assist the Optionee in the exercise of this
  Option by (i) authorizing the extension of a loan to the Optionee from the Corporation
  or (ii) permitting the Optionee to pay the option price for the purchased Common
  Stock in installments over a period of years. The terms of any such loan or
  installment method of payment (including the interest rate, the requirement
  for collateral and the terms of repayment) shall be established by the 2005
  Plan Administrator in its sole discretion.

 - 13 - 




15. CONSTRUCTION. This Agreement and the Option evidenced hereby are made and
  granted pursuant to the 2005 Plan and are in all respects limited by and subject
  to the express terms and provisions of the 2005 Plan. All decisions of the 2005
  Plan Administrator with respect to any question or issue arising under the 2005
  Plan or this Agreement shall be conclusive and binding on all persons having
  an interest in this Option.

 16. GOVERNING LAW. The interpretation, performance, and enforcement of this
  Agreement shall be governed by the laws of the State of Delaware.

 17. SHAREHOLDER APPROVAL. The grant of this Option is subject to approval
  of the 2005 Plan by the Corporation's shareholders within twelve (12) months
  after the adoption of the 2005 Plan by the Board. NOTWITHSTANDING ANY PROVISION
  OF THIS AGREEMENT TO THE CONTRARY, THIS OPTION MAY NOT BE EXERCISED IN WHOLE
  OR IN PART UNTIL SUCH SHAREHOLDER APPROVAL IS OBTAINED. In the event that such
  shareholder approval is not obtained, then this Option shall terminate in its
  entirety and the Optionee shall have no further rights to acquire any Option
  Shares hereunder.

 18. ADDITIONAL TERMS APPLICABLE TO AN INCENTIVE STOCK OPTION. In the event
  this Option is designated an Incentive Stock Option in the Grant Notice, the
  following terms and conditions shall also apply to the grant:

 (a) An Incentive Option shall not be transferable otherwise than by will or
  the laws of descent and distribution and may be exercisable during the Optionee's
  lifetime only by such Optionee or the Optionee's legal representative or similar
  person.

 (b) This Option shall cease to qualify for favorable tax treatment as an Incentive
  Stock Option under the Federal tax laws if (and to the extent) this Option is
  exercised for one or more Option Shares: (i) more than three (3) months after
  the date the Optionee ceases to be an Employee for any reason other than death
  or Permanent Disability or (ii) more than one (1) year after the date the Optionee
  ceases to be an Employee by reason of Permanent Disability.

 (c) In the event this Option is designated as immediately exercisable in the
  Grant Notice, then except in the event of a Corporate Transaction, this Option
  shall not become exercisable in the calendar year in which granted if (and to
  the extent) the aggregate Fair Market Value (determined at the Grant Date) of
  the Common Stock for which this Option would otherwise first become exercisable
  in such calendar year would, when added to the aggregate Fair Market Value (determined
  as of the respective date or dates of grant) of the Common Stock for which one
  or more other post-1986 Incentive Stock Options granted to the Optionee prior
  to the Grant Date (whether under the 2005 Plan or any other option 2005 Plan
  of the Corporation or any Parent or Subsidiary corporations) first become exercisable
  during the same calendar year, exceed one hundred thousand dollars ($100,000)
  in the aggregate. To the extent the exercisability of this Option is deferred
  by reason of the foregoing limitation, the deferred portion will first become
  exercisable in the first calendar year or years thereafter in which the one
  hundred thousand dollar ($100,000) limitation of this Paragraph 18(b) would
  not be contravened.

 (d) In the event this Option is designated as an installment option in the
  Grant Notice, no installment under this Option (whether annual or monthly) shall
  qualify for favorable tax treatment as an Incentive Stock Option under the Federal
  tax laws if (and to the extent) the aggregate Fair Market Value (determined
  at the Grant Date) of the Common Stock for which such installment first becomes
  exercisable hereunder will, when added to the aggregate Fair Market Value (determined
  as of the respective date or dates of grant) of the Common Stock for which this
  Option or one or more other post-1986 Incentive Stock Options granted to the
  Optionee prior to the Grant Date (whether under the 2005 Plan or any other option
  2005 Plan of the Corporation or any Parent or Subsidiary corporations) first
  become exercisable during the same calendar year, exceed one hundred thousand
  dollars ($100,000) in the aggregate.

 (e) Should the exercisability of this Option be accelerated upon a Corporate
  Transaction, then this Option shall qualify for favorable tax treatment as an
  Incentive Stock Option under the Federal tax laws only to the extent the aggregate
  Fair Market Value (determined at the Grant Date) of the Common Stock for which
  this Option first becomes exercisable in the calendar year in which the Corporate
  Transaction occurs does not, when added to the 

 - 14 - 




 aggregate Fair Market Value (determined as of the respective date or dates
  of grant) of the Common Stock for which this Option or one or more other post-1986
  Incentive Stock Options granted to the Optionee prior to the Grant Date (whether
  under the 2005 Plan or any other option 2005 Plan of the Corporation or any
  Parent or Subsidiary corporations) first become exercisable during the same
  calendar year, exceed one hundred thousand (100,000) in the aggregate.

 (f) To the extent this Option should fail to qualify as an Incentive Stock
  Option under the Federal tax laws, the Optionee will recognize compensation
  income in connection with the acquisition of one or more Option Shares hereunder,
  and the Optionee must make appropriate arrangements for the satisfaction of
  all Federal, state or local income tax withholding requirements and Federal
  Social Security employee tax requirements applicable to such compensation income.

 19. ADDITIONAL TERMS APPLICABLE TO A NON-STATUTORY STOCK OPTION. In the event
  this Option is designated a non-statutory stock option in the Grant Notice,
  Optionee hereby agrees to make appropriate arrangements with the Corporation
  for the satisfaction of all Federal, state or local tax withholding requirements
  and Federal Social Security employee tax requirements applicable to the exercise
  of this Option.

 20. DEFINITIONS. The following definitions shall apply to the respective capitalized
  terms used herein:

 (a) BOARD means the Board of Directors of China Mobility Solutions, Inc.

 (b) CODE means the Internal Revenue Code of 1986, as amended.

 (c) COMMON STOCK means the Common Stock of China Mobility Solutions, Inc.

 (d) CORPORATION means China Mobility Solutions, Inc., a Delaware corporation,
  and any of its successors.

 (e) CORPORATE TRANSACTION means one or more of the following transactions:

 (1) a merger or consolidation in which the Corporation is not the surviving
  entity, except for a transaction the principal purpose of which is to change
  the state of the Corporation's incorporation;

 (2) the sale, transfer, or other disposition of all or substantially all of
  the assets of the Corporation; or

 (3) any reverse merger in which the Corporation is the surviving entity but
  in which fifty percent (50%) or more of the Corporation's outstanding voting
  stock is transferred to holders different from those who held stock immediately
  prior to such merger.

 (f) EMPLOYEE means an individual who is in the employ of the Corporation or
  any Parent or Subsidiary corporation. An Optionee shall be considered to be
  an Employee for so long as such individual remains in the employ of the Corporation
  or any Parent or Subsidiary corporation, subject to the control and direction
  of the employer entity as to both the work to be performed and the manner and
  method of performance.

 (g) EXERCISE DATE shall be the date on which the executed Purchase Agreement
  for one or more Option Shares is delivered to the Corporation in accordance
  with Paragraph 9 of this Agreement.

 (h) FAIR MARKET VALUE of a share of Common Stock on any relevant date shall
  be determined in accordance with the following provisions:

 (1) If the Common Stock is not at the time listed or admitted to trading on
  any stock exchange but is traded in the over-the-counter market, the Fair Market
  Value shall be the mean between the highest bid and the lowest asked prices
  (or if such information is available, the closing selling price) per share of
  Common Stock on the date in question in the over-the-counter market, as such
  prices are reported by the National Association of Securities Dealers through
  its NASDAQ National Market System or any successor system. If there are no reported
  bid and asked prices (or closing selling price) for the Common Stock on the
  date in question, then the mean between the highest bid and the lowest asked
  prices (or closing selling price) on the last preceding date for which such
  quotations exist shall be determinative of Fair Market Value.

 - 15 - 




(2) If the Common Stock is at the time listed or admitted to trading on any
  stock exchange then the Fair Market Value shall be the closing selling price
  per share of Common Stock on the date in question on the stock exchange determined
  by the 2005 Plan Administrator to be the primary market for the Common Stock,
  as such price is officially quoted in the composite tape of transactions on
  such exchange. If there is no reported sale of Common Stock on such exchange
  on the date in question, then the Fair Market Value shall be the closing selling
  price on the exchange on the last preceding date for which such quotation exists.

 (3) If the Common Stock is at the time neither listed nor admitted to trading
  on any stock exchange nor traded in the over-the-counter market, or if the 2005
  Plan Administrator otherwise determines that the valuation provisions of subparagraphs
  (a) and (b) above will not result in a true and accurate valuation of the Common
  Stock, then the Fair Market Value shall be determined by the 2005 Plan Administrator
  after taking into account such factors as the 2005 Plan Administrator shall
  deem appropriate under the circumstances.

 (i) GRANT DATE means the date specified in the Grant Notice as the date on
  which the Option was granted to the Optionee under the 2005 Plan.

 (j) INCENTIVE STOCK OPTION means an option intended to meet the statutory
  requirements of Section 422 of the Code.

 (k) NON-STATUTORY STOCK OPTION means an option not intended to meet the statutory
  requirements prescribed under the Code for an Incentive Option.

 (l) OPTION SHARES means the total number of shares of Common Stock indicated
  in the Grant Notice as purchasable under this Option.

 (m) OPTIONEE means the individual identified in the Grant Notice as the person
  to whom this Option has been granted under the 2005 Plan.

 (n) OPTION PRICE means the exercise price per share to be paid by the Optionee
  for the exercise of this Option. The Option Price is indicated in the Grant
  Notice.

 (o) PARENT corporation means any corporation (other than the Corporation)
  in an unbroken chain of corporations ending with the Corporation, provided each
  such corporation in the unbroken chain (other than the Corporation) owns, at
  the time of the determination, stock possessing fifty percent (50%) or more
  of the total combined voting power of all classes of stock in one of the other
  corporations in such chain.

 (p) PERMANENTLY DISABLED or Permanent Disability means the inability of an
  individual to engage in any substantial gainful activity by reason of any medically-determinable
  physical or mental impairment which can be expected to result in death or which
  has lasted or can be expected to last for a continuous period of not less than
  12 months.

 (q) 2005 PLAN means the 2005 China Mobility Solutions, Inc. Stock Option Plan
  attached to the Grant Notice.

 (r) 2005 PLAN ADMINISTRATOR means either the Board or a committee of two or
  more Board members, to the extent such committee may at the time be responsible
  for plan administration.

 (s) PURCHASE AGREEMENT means the stock purchase agreement, in substantially
  the form of Exhibit B to the Grant Notice, which is to be executed in connection
  with the exercise of this Option for one or more Option Shares.

 (t) SERVICE means the performance of services for the Corporation or any Parent
  or Subsidiary corporation by an individual in the capacity of an Employee, a
  non-employee member of the board of directors or an independent consultant or
  advisor. Accordingly, the Optionee shall be deemed to remain in Service for
  so long as such individual renders services to the Corporation or any Parent
  or Subsidiary corporation on a periodic basis in the capacity of an Employee,
  a non-employee member of the board of directors or an independent consultant
  or advisor. 

 - 16 - 




 (u) SUBSIDIARY corporation means each corporation (other than the Corporation)
  in an unbroken chain of corporations beginning with the Corporation, provided
  each such corporation (other than the last corporation) in the unbroken chain
  owns, at the time of the determination, stock possessing fifty percent (50%)
  or more of the total combined voting power of all classes of stock in one of
  the other corporations in such chain.

 - 17 - 




EXHIBIT B  

CHINA MOBILITY SOLUTIONS, INC. 

STOCK PURCHASE AGREEMENT 

Agreement made as of this  day of __________________ , 20__,
  between China Mobility Solutions, Inc., a Delaware corporation (the "Corporation"),
  and _________________________ , the holder of a stock option ("Optionee") under
  the 2005 China Mobility Solutions, Inc. Stock Option Plan (the "2005 Plan").

All capitalized terms in this Agreement shall have the meaning
  assigned to them in this Agreement or in the 2005 Plan, unless otherwise indicated.


A. EXERCISE OF OPTION 

1. EXERCISE. Optionee hereby purchases shares of Common Stock
  (the "Purchased Shares") pursuant to that certain option (the "Option") granted
  Optionee on ____________ , 20__ (the "Grant Date") to purchase ______________
  shares of Common Stock under the 2005 Plan at the exercise price of $ _____________
  per share (the "Exercise Price").

2. PAYMENT. Concurrently with the delivery of this Agreement to
  the Corporate Secretary, Optionee shall pay the Exercise Price for the Purchased
  Shares in accordance with the provisions of the Option Agreement and shall deliver
  whatever additional documents may be required by the Option Agreement as a condition
  for exercise. 

B. SECURITIES LAW COMPLIANCE 

1. EXEMPTION FROM REGISTRATION. The Purchased Shares have not
  been registered under the 1933 Act and  are accordingly being issued to
  Optionee in reliance upon the exemption from such registration provided by Rule
  701 of the SEC for stock issuances under compensatory benefit plans such as
  the 2005 Plan. Optionee hereby acknowledges receipt of a copy of the 2005 Plan
  attached to the Grant Notice. 

2. RESTRICTED SECURITIES. 

Optionee hereby confirms that Optionee has been informed that
  the Purchased Shares are restricted securities under the 1933 Act and may not
  be resold or transferred unless the Purchased Shares are first registered under
  the Federal securities laws or unless an exemption from such registration is
  available. Accordingly, Optionee hereby acknowledges that Optionee is prepared
  to hold the Purchased Shares for an indefinite period and that Optionee is aware
  that Rule 144 of the SEC issued under the 1933 Act is not presently available
  to exempt the resale of the Purchased Shares from the registration requirements
  of the 1933 Act. 

3. DISPOSITION OF SHARES. Optionee hereby agrees that Optionee
  shall make no disposition of the Purchased Shares unless and until there is
  compliance with all of the following requirements: 

(a) Optionee shall have provided the Corporation with a written
  summary of the terms and conditions of the proposed disposition.  

(b) Optionee shall have complied with all requirements of this
  Agreement applicable to the disposition of the Purchased Shares.  

(c) Optionee shall have provided the Corporation with written
  assurances, in form and substance satisfactory to the Corporation, that (i)
  the proposed disposition does not require registration of the Purchased Shares
  under the 1933 Act or (ii) all appropriate action necessary for compliance with
  the registration requirements of the 1933 Act or of any exemption from registration
  available under the 1933 Act (including Rule 144) has been taken. 

(d) Optionee shall have provided the Corporation with written
  assurances, in form and substance satisfactory to the Corporation that the proposed
  disposition will not result in the contravention of any transfer restrictions
  applicable to the Purchased Shares.

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 The Corporation shall not be required (i) to transfer on its books any Purchased
  Shares which have been sold or transferred in violation of the provisions of
  this Agreement or (ii) to treat as the owner of the Purchased Shares, or otherwise
  to accord voting, dividend or liquidation rights to, any transferee to whom
  the Purchased Shares have been transferred in contravention of this Agreement.

 4. RESTRICTIVE LEGENDS. In order to reflect the restrictions imposed by this
  Agreement upon the disposition of the Purchased Shares, the stock certificates
  for the Purchased Shares shall be endorsed with the following restrictive legend:

 "The shares represented by this certificate have not been registered under
  the Securities Act of 1933. The shares may not be sold or offered for sale in
  the absence of (i) an effective registration statement for the shares under
  such Act, or (ii) satisfactory assurances to the Corporation that registration
  under such Act is not required with respect to such sale or offer."

 C. MISCELLANEOUS PROVISIONS.  

 1. OPTIONEE UNDERTAKING. Optionee hereby agrees to take whatever additional
  action and execute whatever additional documents the Corporation may deem necessary
  or advisable in order to carry out or effect one or more of the obligations
  or restrictions imposed on either Optionee or the Purchased Shares pursuant
  to the express provisions of this Agreement.

 2. AGREEMENT IS ENTIRE CONTRACT. This Agreement constitutes the entire contract
  between the parties hereto with regard to the subject matter hereof. This Agreement
  is made pursuant to the provisions of the 2005 Plan and shall in all respects
  be construed in conformity with the express terms and provisions of the 2005
  Plan.

 3. GOVERNING LAW. This Agreement shall be governed by, and construed in accordance
  with, the laws of the State of New York without resort to that State's conflict-of-laws
  rules. The parties hereto hereby irrevocably submit to the jurisdiction of any
  state or federal court sitting in Delaware, in any action or proceeding brought
  to enforce or otherwise arising out of or relating to this Agreement, and hereby
  waive any objection to venue in any such court and any claim that such forum
  is an inconvenient forum.

 4. COUNTERPARTS. This Agreement may be executed in counterparts, each of which
  shall be deemed to be an original, but all of which together shall constitute
  one and the same instrument.

 5. SUCCESSORS AND ASSIGNS. The provisions of this Agreement shall inure to
  the benefit of, and be binding upon the Corporation and its successors and assignees
  and Optionee and Optionee's legal representatives, heirs, legatees, distributees,
  assignees, and transferees by operation of law, whether or not any such person
  shall have become a party to this Agreement and have agreed in writing to join
  herein and be bound by the terms and conditions hereof.

 IN WITNESS WHEREOF, the parties have executed this Agreement on the day and
  year first indicated above.

	   	 CHINA MOBILITY SOLUTIONS, INC.:  	 	 OPTIONEE:  
	 	  	 	 	 
	 	  	 	 	 
	 	  	 	 	 
	 	  	 	 	 
	By:  	 
    	 	Address:  	 
    
	 	 	 	 	 
	 	 	 	 	 
	Title:	 
    	 	 	 
    


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