Exhibit
      10.5

    


    CHINA
      TRANSINFO TECHNOLOGY CORP.

    


    NOTICE
      OF STOCK OPTION GRANT

    


    
      	
              Name:
                Brandon Ho-Ping Lin

            	
              Address:
                

            	 	
              18F
                Tower C

            
	 	 	 	
              Central
                International Trade Center

            
	 	 	 	
              6A
                Jianguomenwai Avenue

            
	 	 	 	
              Chaoyang
                District

            
	 	 	 	
              Beijing,
                China 100022

            


    

    


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

    


    
      	
              Date
                of Grant:

            	
              September
                28, 2008

            
	 	 
	
              Vesting
                Commencement Date:

            	
              September
                28, 2008

            
	 	 
	
              Exercise
                Price per Share:

            	
              $6.50

            
	 	 
	
              Total
                Number of Shares Granted:

            	
              30,000

            
	 	 
	
              Total
                Exercise Price:

            	
              $195,000

            
	 	 
	
              Type
                of Option:

            	
              Non-Qualified
                Stock Option

            
	 	 
	
              Expiration
                Date:

            	
              September
                28, 2013

            


    

    


    Vesting
      Schedule:

    


    The
      Option vests in equal installments on a quarterly basis over a three-year
      period. Notwithstanding the foregoing, the Option will become fully vested
      and
      exercisable upon a Change in Control. 

    


    Termination
      Period:

    


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



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    CHINA
      TRANSINFO TECHNOLOGY CORP.

     

    STOCK
      OPTION AGREEMENT

    


    This
      STOCK
      OPTION AGREEMENT (“Agreement”),
      dated
      as of the 28th
      day of
      September, 2008 is made by and between China TransInfo Technology Corp., a
      Nevada corporation (the “Company”),
      and
      Brandon Ho-Ping Lin (the “Optionee”).

    


    BACKGROUND

    


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

     

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

     

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

     

    2. Term. The
      term
      of the Option commences on the date of this Agreement and expires on the
      Expiration Date set forth in the Notice of Grant unless otherwise terminated
      in
      accordance with the terms of the Notice of Grant or this Agreement.


     

    3. Time
      of Exercise. Except
      as
      otherwise provided in this section or unless accelerated in the discretion
      of
      the Board, the Option will become exercisable during its term in accordance
      with
      the Vesting Schedule set forth in the Notice of Grant. Shares as to which the
      Option becomes exercisable may be purchased at any time prior to the expiration
      or termination of the Option.

     

    (a) This
      Option will become fully vested and exercisable upon a Change in Control. Prior
      to the closing of a transaction that would result in a Change in Control, the
      Company will notify the Optionee in writing or electronically that the Option
      will be exercisable (subject, however, to the requirement that the Change in
      Control actually occur) for a period of time determined by the Company in its
      sole discretion, and the Option will terminate upon the expiration of such
      period for no consideration, unless otherwise determined by the
      Company.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    4. Termination
      of Option.

     

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

     

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

     

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

     

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

     

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

     

    (a) cash;
      

     

    (b) check;

     

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

     

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


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


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

     

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

     

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

     

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

     

    7. Taxes.
      

     

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

     

    (b) Code
      Section 409A.
      Under
      Code Section 409A, an Option that vests after December 31, 2004 that was granted
      with a per Share exercise price that is determined by the Internal Revenue
      Service (the “IRS”) to be less than the Fair Market Value of a Share on the date
      of grant (a “discount option”) may be considered “deferred compensation.” An
      Option that is a discount option may result in (i) income recognition by the
      Optionee prior to the exercise of the Option, (ii) an additional twenty percent
      (20%) tax, and (iii) potential penalty and interest charges. Optionee
      acknowledges that the Company cannot and has not guaranteed that the IRS will
      agree that the per Share exercise price of this Option equals or exceeds the
      fair market value of a Share on the date of grant in a later examination.
      Optionee agrees that if the IRS determines that the Option was granted with
      a
      per Share exercise price that was less than the Fair Market Value of a Share
      on
      the date of grant, Optionee shall be solely responsible for Optionee’s costs
      related to such a determination.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


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

     

    9. Adjustments
      Upon Changes in Capitalization. In
      the
      event that any dividend or other distribution (whether in the form of cash,
      Shares, other securities, or other property), recapitalization, stock split,
      reverse stock split, reorganization, merger, consolidation, split-up, spin-off,
      combination, repurchase, or exchange of Shares or other securities of the
      Company, or other change in the corporate structure of the Company affecting
      the
      Shares occurs, the Board, in order to prevent diminution or enlargement of
      the
      benefits or potential benefits intended to be made available under this Option,
      will equitably adjust the number, class, and Exercise Price of Shares covered
      by
      this Option to prevent enlargement or diminution of the value of this Option.
      Any such adjustment shall be done in a manner consistent with Code Section
      409A
      and Treasury Regulations section 1.409A-1 et seq.

     

    10. Investment
      Representation and Legend of Certificates. 

     

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

     

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

     

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

     

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

     

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


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


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

     

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

     

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

     

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

     

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

     

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

     

    17. Definitions.
      For
      purposes of this Agreement and the Notice of Grant, capitalized terms have
      the
      following meanings:

     

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

     

    (b) “Cause”
      means (i) the conviction of the Optionee of a crime involving a sentence of
      incarceration or of a felony with or without a sentence of incarceration; (ii)
      the commission of an act by the Optionee constituting fraud, embezzlement or
      other material financial dishonesty against the Company, or of an act of moral
      turpitude which in the opinion of counsel to the Company would constitute a
      crime under the laws of the United States or China (or any of their state or
      local laws) and which, in case of any of the foregoing, in the good faith
      judgment of the Company, is likely to cause harm to the business of the Company,
      taken as a whole; (iii) the repeated refusal or failure by the Optionee to
      use
      his reasonable and diligent efforts to follow the lawful and reasonable
      directives of the Chief Executive Officer or Board with respect to a matter
      or
      matters within the control of the Optionee; (iv) the Optionee’s willful or gross
      neglect in carrying out his material duties and responsibilities under any
      employment agreement with the Company; or (v) a material breach by the Optionee
      of any provision of any employment agreement with the Company.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    (c) “Change
      in Control” means the occurrence of any of the following events:

     

    (i) Any
      “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act)
      becomes the "beneficial owner" (as defined in Rule 13d-3 of the Exchange Act),
      directly or indirectly, of securities of the Company representing fifty percent
      (50%) or more of the total voting power represented by the Company's then
      outstanding voting securities; and

    


    (ii) The
      consummation of the sale or disposition by the Company of all or substantially
      all of the Company's assets;

    


    (iii) A
      change
      in the composition of the Board occurring within a two-year period, as a result
      of which fewer than a majority of the directors are Incumbent Directors.
“Incumbent Directors” means directors who either (A) are Directors as of the
      effective date of the Plan, or (B) are elected, or nominated for election,
      to
      the Board with the affirmative votes of at least a majority of the Incumbent
      Directors at the time of such election or nomination (but will not include
      an
      individual whose election or nomination is in connection with an actual or
      threatened proxy contest relating to the election of directors to the Company);
      or

    


    (iv) The
      consummation of a merger or consolidation of the Company with any other
      corporation, other than a merger or consolidation which would result in the
      voting securities of the Company outstanding immediately prior thereto
      continuing to represent (either by remaining outstanding or by being converted
      into voting securities of the surviving entity or its parent) at least fifty
      percent (50%) of the total voting power represented by the voting securities
      of
      the Company or such surviving entity or its parent outstanding immediately
      after
      such merger or consolidation.

    


    For
      the
      avoidance of doubt, a transaction will not constitute a Change in Control if:
      (i) its sole purpose is to change the state of the Company’s incorporation, or
      (ii) its sole purpose is to create a holding company that will be owned in
      substantially the same proportions by the persons who held the Company’s
      securities immediately before such transaction.

    


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


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


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

     

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

     

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

     

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

     

    18. Interpretation.
      The
      Company intends that no payments under this Agreement will be subject to the
      tax
      imposed by Code Section 409A. This agreement will be interpreted and
      administered in a manner that avoids the imposition of any increase in tax
      under
      Code section 409A(a)(1)(B), and any ambiguities herein will be interpreted
      to
      satisfy the requirements of Code section 409A or any exemption thereto.


     

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

     

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

     

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


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


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

     

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

     

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

    


    
      	
              CHINA
                TRANSINFO TECHNOLOGY CORP.

            
	 
	
              By:

            	
              /s/
                Shudong Xia

            
	
              Name:
                Shudong Xia

            
	
              Title:
                Chief Executive Officer

            
	 
	
              OPTIONEE

            
	 
	
              /s/
                Brandon Ho-Ping Lin

            
	
              Brandon
                Ho-Ping Lin

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      A

    


    CHINA
      TRANSINFO TECHNOLOGY CORP.

    


    EXERCISE
      NOTICE

    


    China
      TransInfo Technology Corp 

    717
      E-wing Center No. 113 Zhichu Road

    Haidian
      District, Beijing China 100086

    


    1. Exercise
      of Option.
      Effective as of today, ________________, 20__, the undersigned (“Optionee”)
      hereby elects to purchase______________ shares of the common stock (the
“Shares”) of China TransInfo Technology Corp (the “Company”) under the option
      (the “Option”) represented by the Stock Option Agreement dated September 28,
      2008 (the “Option Agreement”).

     

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

     

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

     

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

     

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

     

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

     

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


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              Submitted
                by:

               

            	 	
              Accepted
                by:

               

            
	
              Optionee

               

            	 	
              CHINA
                TRANSINFO TECHNOLOGY CORP

               

            
	
              Signature

            	 	
              Signature

            
	 	 	 
	
              Print
                Name

              Brandon
                Ho-Ping Lin

            	 	
              Print
                Name

            
	
              Address

              18F
                Tower C

              Central
                International Trade Center

              6A
                Jianguomenwai Avenue

              Chaoyang
                District

              Beijing,
                China 100022

            	 	
              Address

              717
                E-wing Center No. 113 Zhichu Road

              Haidian
                District, Beijing China 100086

               

               

              Date
                Received: __________