Exhibit
        10.2

       

      CHINA
        ARCHITECTURAL ENGINEERING, INC. 

       

      NOTICE
        OF GRANT OF STOCK OPTION

       

      Notice
        is
        hereby given of the following option grant (the “Option”)
        to
        purchase shares of the Common Stock of China Architectural Engineering, Inc.
        (the “Corporation”):

       

      Optionee:
        _______________________________________________________________________

       

      Grant
        Date:
        ______________________________________________________________________

       

      Vesting
        Commencement Date:
        ________________________________________________________

       

      Exercise
        Price: 
        $_________________________ per share

       

      Number
        of Option Shares:
        _________________ shares of Common Stock

       

      Expiration
        Date:
        __________________________________________________________________

       

      Type
        of Option :
        __________  Incentive
        Stock Option  
         

      

        
__________  Non-Statutory
        Stock Option

       

      Date
        Exercisable:
        

       

      Vesting
        Schedule:
        The
        Option Shares shall initially be unvested and subject to repurchase by the
        Corporation at the lower
        of
        (i) the
        exercise price paid per share or (ii) Fair Market Value per share at the
        time of
        Optionee’s cessation of Service. Optionee shall acquire a vested interest in,
        and the Corporation’s repurchase right shall accordingly lapse with respect to,
        (i) ______________ percent (___%) of the Option Shares upon Optionee’s
        completion of one (__) year of Service measured from the Vesting Commencement
        Date and (ii) the balance of the Option Shares in a series of _______ (___)
        successive equal monthly installments upon Optionee’s completion of each
        additional month of Service over the ________ (___)-month period measured
        from
        the first anniversary of the Vesting Commencement Date. In no event shall
        any
        additional Option Shares vest after Optionee’s cessation of
        Service.

       

      Optionee
        understands and agrees that the Option is granted subject to and in accordance
        with the terms of the China Architectural Engineering, Inc. 2007 Equity
        Incentive Plan (the “Plan”).
        Optionee hereby acknowledges receipt of a copy of the Plan in the form attached
        hereto as Exhibit
        A.
        Optionee further agrees to be bound by the terms of the Plan and the terms
        of
        the Option as set forth in the Stock Option Agreement attached hereto as
        Exhibit
        B.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      [Optionee
        understands that any Option Shares purchased under the Option will be subject
        to
        the terms set forth in the Stock Purchase Agreement attached hereto as
Exhibit
        C.]
        

       

      REPURCHASE
        RIGHTS.
        OPTIONEE HEREBY AGREES THAT ALL OPTION SHARES ACQUIRED UPON THE EXERCISE
        OF THE
        OPTION SHALL BE SUBJECT TO CERTAIN REPURCHASE RIGHTS EXERCISABLE BY THE
        CORPORATION AND ITS ASSIGNS. THE TERMS OF SUCH RIGHTS ARE SPECIFIED IN THE
        ATTACHED STOCK PURCHASE AGREEMENT. 

       

      At
        Will Employment.
        Nothing
        in this Notice or in the attached Stock Option Agreement or Plan shall confer
        upon Optionee any right to continue in Service for any period of specific
        duration or interfere with or otherwise restrict in any way the rights of
        the
        Corporation (or any Parent or Subsidiary employing or retaining Optionee)
        or of
        Optionee, which rights are hereby expressly reserved by each, to terminate
        Optionee’s Service at any time for any reason, with or without
        cause.

       

      Definitions.
        All
        capitalized terms in this Notice shall have the meaning assigned to them
        in this
        Notice or in the attached Stock Option Agreement.

       

      DATED:
        ________________, _______

       

      
        	 	 	 
	 	
                CHINA
                  ARCHITECTURAL ENGINEERING, INC.

              
	 
 	 
 	 
 
	
              	By:  	
              
	
                 

                 Title:  

              	
                
                  

                

              
	
                 

              	
                
 
	 	
                

                ,
                  OPTIONEE

              


      

       

      Attachments:

      Exhibit
        A - 2007 Equity Incentive Plan

      Exhibit
        B - Stock Option Agreement 

      [Exhibit
        C - Stock Purchase Agreement]