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EMPLOYMENT AGREEMENT

THIS AGREEMENT is made effective
as of January 26, 2011 (the Effective Date), by and between China
TransInfo Technology Corp, a Nevada corporation (the Company), and Shan
Qu, an individual ( the Employee).

WHEREAS, the Company has
made an offer of employment to the Employee, and the Employee has accepted such
offer of employment on the terms and conditions set forth herein; and

WHEREAS, Employee shall
commence his employment with the Company on or about January 26, 2011, or at
another mutually agreeable date; and

WHEREAS, the parties
hereto each recognize that, in the course of the Employees employment, the
Employee has had and will have access to certain information that is
confidential and proprietary to the Company, the disclosure of which would cause
severe detriment to the Company and/or its; affiliates; and

WHEREAS, the parties
desire to fix their respective rights and responsibilities as set forth in this
Agreement.

NOW, THEREFORE, in
consideration of the premises and the mutual covenants, terms and conditions
hereinafter set forth, and for other good and valuable consideration receipt of
which is specifically acknowledged, the parties hereto hereby agree as
follows:

**Section 1**.
EMPLOYMENT

The Company hereby employs the
Employee, and the Employee hereby accepts employment, as Vice President of the
Company.

**Section 2. THE
EMPLOYEES DUTIES**

a. The Employee hereby agrees to
perform his duties faithfully and honestly on behalf of Company and its
affiliates and subsidiaries, including but not limited to Beijing PKU Chinafront
High Technology Co. Ltd. and use his reasonable good faith efforts and ability
on behalf of Company to perform the duties of the Employees position and
perform such duties and services as shall be specified and designated from time
to time by the Chief Executive Officer. In performance of his duties, the
Employee shall report to the Chief Executive Officer.

b. The Employees duties shall
include, without limitation, those customarily associated with the position of
Vice President of a software company.

c. The Employee agrees that he
shall, during the term of this Agreement, faithfully serve the Company as a full-time employee and devote his business time,
attention and ability to his duties and responsibilities hereunder;
provided, however, that nothing contained herein shall be
construed to prohibit or restrict the Employee from serving in various
capacities in community, civic, religious or charitable organizations or trade
associations or leagues; or attending to passive personal business or investment
matters; or being a non-employee board member of another company or companies,
provided that no such service or activity permitted in this Section 2(c) shall
individually or in the aggregate, either materially interfere with the
performance by the Employee of his duties hereunder or give rise to any conflict
of interest or the appearance of a conflict of interest with either the Company
or any of its subsidiaries or affiliates.

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d. The Employee agrees to enter
into the Employment Confidentiality and Inventions Agreement, a copy of which is
attached as Exhibit A(the Confidentiality and Inventions
Agreement).

e. The Employee agrees to observe
and comply with all applicable domestic (federal, state, and local) and
international laws. The Employee also agree to comply with all lawful rules,
regulations, policies and practices adopted by the Company and made generally
applicable to all of the Company employees (or applicable to similarly situated
employees), either orally or in writing, both as they now exist and as they may
be duly adopted or modified from time to time, provided that in the event of a
conflict between this Agreement or its attachment and such rules, regulations,
policies, or practices, this Agreement shall govern and supersede the same.

f. The Employees work location
is in Beijing, China.

**Section 3.
COMPENSATION AND BENEFITS**

In consideration for all services
rendered by the Employee to the Company and as consideration for the restrictive
covenants referred to in Section 7 hereof, Company hereby agrees to pay
compensation to the Employee as follows:

a. During the term of this
Agreement, commencing on the Effective Date, the Company shall pay to the
Employee, in accordance with the normal payroll practices of the Company, a base
salary (Base Salary) of Four Hundred Eighty Thousand Chinese Yuan (RMB
480,000) per annum pre Chinese taxes. The Company shall make deductions and
withholding from the amount payable to Employee as may be required by applicable
international, federal, state or local laws.

b. In addition to the foregoing,
on or about the Effective Date, Employee will be granted nonstatutory stock
options under the Companys 2009 Equity Incentive Plan for the purchase of
300,000 shares of Companys common stock. The exercise price of the granted
stock options will be equal to the closing price on the NASDAQ market of the
Companys common stock on the grant date. The options shall vest over a
four-year period beginning on the grant date. The stock option grant shall be evidenced by the standard stock
option agreement under the Company's 2009 Equity Incentive Plan (the Stock
Option Agreement) and the stock options will be subject to the terms and
conditions of such Stock Option Agreement.

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c. Employee is also eligible to
participate in the Companys executive bonus program pursuant to which bonuses
are granted at the sole discretion of the Companys Board of Directors, or, if
applicable, a compensation committee established by the Board of Directors.
Bonuses are not earned until the date they are paid and Employee must be an
employee of the Company on the day bonuses are issued to receive are any
bonus.

d. Employee is offered paid
annual leave of seven days in the first year of employment, ten days each year
in the remaining term of the employment.

**Section 4.
EXPENSES**

a. The Company shall reimburse
the Employee for reasonable and necessary expenses incurred (i) in the ordinary
course of conducting Companys business and (ii) in accordance with policies
established, from time to time, by the Company.

b. The Employee shall submit
expense reports accompanied by receipts or other appropriate substantiation for
all items of business expenses for which reimbursement is sought. Expenses for
which Employee is entitled to reimbursement as provided herein shall be
reimbursed within two (2) weeks of the Employees submission but in no event
shall the Employee be reimbursed later than the end of the year following the
year in which any such expense is incurred. The amount of Employees expenses
eligible for reimbursement during any taxable year will not affect the expenses
eligible for reimbursement in any other taxable year.

**Section 5. DURATION
AND TERMINATION**

a. Unless terminated earlier as
set forth below in section 5(a), the Employees initial term of employment under
this Agreement shall commence on the Effective Date and shall continue for four
years (the Initial Term). During the Initial Term of Employment,
Employees employment may only be terminated for the following reasons:

(1) Upon the death of the
Employee, effective the date of Employees death;

(2) Ten (10) days after the date
on which the Company shall have given the Employee written notice of the
termination of his employment by reason of his physical or mental incapacity or
disability on a permanent basis. For purposes of the Agreement, the Employee
shall be deemed to be physically or mentally incapacitated or disabled on a
permanent basis if he is unable to materially and/or substantially perform his
duties, with or without reasonable accommodations, hereunder for a period
exceeding two (2) consecutive months or for a period of four (4) months in any twelve (12) consecutive month period;

3

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b. Immediately upon the date
Company gives the Employee written notice of the termination of his employment
for Cause. For purposes of the Agreement, Cause shall mean (i) the
conviction of the Employee 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 Employee 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 Employee to use his reasonable and diligent
efforts to follow the lawful and reasonable directives (in light of the terms of
the Agreement) of the Chief Executive Officer or Board of Directors with respect
to a matter or matters within the control of the Employee; (iv) Employees
willful or gross neglect in carrying out his material duties and
responsibilities under the Agreement; or (v) material breach by the Employee of
any provision of this Agreement or the Confidentiality and Inventions Agreement,
including any of the Restrictive Covenants as provided in Section 7 hereof;

c. Ninety (90) days after the
date on which the Employee shall have given the Company written notice of the
termination of his employment; and

d. Ninety (90) days after the
date on which the Company provides written notice to the Employee that he is
being terminated without Cause (subject to the payments due in Section 6).

e. After the Initial Term of
employment, Employees employment under this Agreement shall continue pursuant
to this Agreement but shall be at will, meaning that either the Company or
Employee may terminate Employees employment with or without cause or advance
notice. This at-will relationship may only be changed by an agreement in writing
signed by the Chief Executive Officer of the Company.

**Section 6. PAYMENTS
AND OTHER RIGHTS UPON TERMINATION**

a. During the Initial Term, if
the Employee terminates his employment for any reason or if the Company
terminates Employees employment due to death, permanent disability, or with
Cause, as defined above in Section 5, Employee shall be entitled only to the
Base Salary through the date of the Employees termination of his employment and
any other benefits legally required to be paid to the Employee. The Company
shall retain all other rights and remedies provided at law or in equity as a
result of such termination of employment.

b. After the Initial Term, if the
Company or Employee terminates the Employees employment for any reason, the
Employee shall be entitled only to the Base Salary through the date the
Employees termination and any other benefits legally required to be paid to the Employee. The Company shall retain all other rights and
remedies provided at law or in equity as result of such termination of
employment.

4

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c. Under no circumstance will
Employee be entitled to any severance pay, except as set forth in Section 6(b)
above.

**Section 7. RESTRICTIVE
COVENANTS**

a. The Employee agrees to enter
into the Confidentiality and Inventions Agreement (Exhibit A) and
to abide by the terms and conditions set forth therein. The Employee expressly
covenants and agrees that both while employed and for the six (6) month period
following the date of termination of the Agreement (the Termination
Date), the Employee shall not in any way, directly or indirectly, on the
Employees own behalf or on behalf of any other person, partnership, firm,
company, corporation or other entity, divert, take away, or attempt to take away
or divert from the Company any person, partnership, firm, company, corporation
or other entity (or their business or patronage) that is as of the Termination
Date a customer or business partner of the Company or has been a customer or
business partner of the Company or any affiliated companies within one (1) year
prior to the Termination Date.

b. Employee agrees to return all
company property and confidential information upon termination of his employment
for any reason as required by the Confidentiality and Inventions Agreement
(Exhibit A).

c. During Employees employment
and for a period of one (1) year following the termination of Employees
employment with the Company or any of its subsidiaries or affiliates (the
Restricted Period), the Employee shall not, directly or indirectly, (i)
in any manner whatsoever engage in any capacity with any business competitive
with the Company, any of its subsidiaries or affiliates (the Companys
Business) within the Beijing, China municipality for the Employees own
benefit or for the benefit of any person or entity other than the Company or any
subsidiary or affiliate; or (ii) have any interest as owner, sole proprietor,
shareholder, partner, lender, director, officer, manager, employee, consultant,
agent or otherwise in any business competitive with the Companys Business;
provided, however, that the Employee may hold, directly or
indirectly, solely as an investment, not more than two percent (2%) of the
outstanding securities of any person or entity which are listed on any national
securities exchange or regularly traded in the over-the-counter market
notwithstanding the fact that such person or entity is engaged in a business
competitive with the Companys Business. For purposes of this Agreement, an
entity is competitive with the Companys Business if such entity is or is in the
process of becoming a Geography Information Systems application software and/or
services provider.

d. The parties hereby agree that,
if the scope or enforceability of the covenants set forth in this Section 7 of
the Agreement is in any way disputed at any time, and a court or other trier of
law and/or fact determines that any such covenant is inequitably broad, or
otherwise is unenforceable, then such court or other trier of fact shall modify the
obligations of Employee under the restrictive covenant to the broadest
restrictive obligations which are enforceable and shall enforce the covenant to
the extent legally permissible under the circumstances existing at the time
rather than eliminating any such restrictive obligations entirely. Should a
court or other trier of law and/or fact equitably adjust the restrictive
obligations contained in the Agreement, the remainder of the Agreement shall
remain in full force and effect. Employee further acknowledges that in the event
his employment with Company terminates for any reason, he will be able to earn a
livelihood without violating the foregoing restrictions, in part because of the
economic benefits he received under the terms of this Agreement, and that the
restriction herein contained are a material inducement to the Company to hire
Employee and provide him with the economic benefits hereunder, many of which are
not generally available to other employee of the Company.

5

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e. Employee acknowledges that
Employees compliance with this Section 7 of the Agreement is necessary to
protect the business and goodwill of Company and/or its subsidiaries and
affiliates (which Employee acknowledges will impact the Company) and that a
breach of any provision of this Section 7 will irreparably and continually
damage the Company, for which money damages may not be adequate. Consequently,
Employee agrees that, in the event that he breaches or threatens to breach any
of these covenants, in addition to other rights and remedies existing in its
favor, including, without limitation, money damages, Company shall be entitled
to injunctive and other equitable relief, including, without limitation,
specific performance or injunctive relief, in order to enforce or prevent any
violation of violation of the provisions thereof.

**Section 8. GOVERNING
LAW, DISPUTE RESOLUTION**

THE PROVISIONS OF THIS AGREEMENT
SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS
OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE CONFLICTS OF LAWS PRINCIPLES
THEREOF. Any controversy or dispute between any of the parties to the Agreement
arising out of any of the terms, provisions, or conditions of the Agreement, or
the interpretation or enforceability thereof, shall be submitted to arbitration
in New York, New York, or another location agreed to by the parties. The
arbitration shall be heard before a single arbitrator agreed to by the parties.
The arbitration shall be binding with no right of appeal. In the event that
either party initiates arbitration pursuant to the section, the Company shall
pay all of the fees and costs of the arbitration. Each party shall be
responsible for their own attorneys fees and other costs. The prevailing party
shall have the right, at the discretion of the arbitrator, to recover its share
of any arbitration fees costs, or attorneys fees and costs. The arbitration
shall be conducted pursuant to the rules of the American Arbitration Association
governing Employment Disputes. The parties shall agree to the appointment of the
arbitrator within ten(10)business days after the request for arbitration is
received. The parties shall be entitled to reasonable discovery; provided, that
the arbitrator may limit discovery in connection with a dispute as appropriate
to achieve the prompt and efficient disposition of the dispute while full regard
to the legitimate needs of the parties for discovery; provided, however,
however, that in no event shall such discovery process exceed a period of 60 days, unless the arbitrator extends such period
for good cause. The decision of the arbitrator may be entered for judgment in
any appropriate court with jurisdiction.

6

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**Section 9. ENTIRE
AGREEMENT**

The Agreement supersedes and
cancels any and all prior agreements between the parties hereto, express or
implied, relating to the subject matter hereof. The Agreement sets forth the
entire agreement between the parties hereto. It may not be changed, altered,
modified or amended except in a writing signed by both parties.

**Section 10.
NON-WAIVER**

The failure or refusal of either
party to insist upon the strict performance of any provision of the Agreement or
to exercise any right in any one or more instances or circumstances shall not be
construed as a waiver or relinquishment of such provision or right.

**Section 11.
ASSIGNMENT/NON-ASSIGNMENT**

The Company may assign the
Agreement and any rights hereunder to any parent, subsidiary, affiliate, or
successor, subject to the Employees consent, whereupon such parent, subsidiary,
affiliate, or successor shall have all the rights, duties and obligations of the
Company hereunder.

Any other transfer or assignment
of the Agreement and/or rights hereunder shall be subject to Employees prior
written consent, which consent shall not be unreasonably withheld, conditioned
or delayed. The Employee shall have no right to assign any of the rights, nor to
delegate any of the duties, created by the Agreement, and any assignment or
attempted assignment of the Employees rights, and any delegation or attempted
delegation of the Employees duties, shall be null and void. In all other
respects, the Agreement shall be binding upon and shall inure to the benefit of
the parties hereto and their respective heirs, beneficiaries, personal
representatives, successors, officers and directors.

**Section 12.
SEVERABILITY**

If any paragraph, term or
provision of the Agreement shall be held or determined to be unenforceable, the
balance of the Agreement shall nevertheless continue in full force and effect
unaffected by such holding or determination to the fullest extent permitted by
law as though such paragraph, term or provision had been written in such a
manner and to such an extent as to be enforceable under the circumstances.

**Section 13.
NOTICE**

All notices hereunder shall be in
writing. Notices may be delivered personally, or by certified mail return receipt requested, postage prepaid, to
the addresses set forth below:

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China TransInfo Technology Corp.:

9/F, Vision Building, No.39
XueYuanLu, Haidian District, Beijing 100191, P.R.China

Shan Qu:

__________________________

Either party may designate a new
address for purposes of the Agreement by notice to the other party in accordance
with the paragraph.

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IN WITNESS WHEREOF, the parties knowingly and
voluntarily have set their signatures.

|DATED: January 26, 2011 | China TransInfo Technology Corp.
|----------------------- | --------------------------------
|                        |                                 
|                        |                                 
|                        |                                 
|                        | By:
      /s/ Shudong Xia       
|                        | Name: Shudong Xia               
|                        | Title: Chief Executive Officer  
|                        |                                 
|                        |                                 
|                        |                                 
|                        |                                 
|DATED: January 26, 2011 | Shan Qu:                        
|                        |                                 
|                        |                                 
|                        |                                 
|                        |                                 
|                        | /s/
      Shan Qu               
|                        | Name: Shan Qu:                  

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Exhibit A

EMPLOYMENT CONFIDENTIAL INFORMATION ANDINVENTION ASSIGNMENT AGREEMENT

As a condition of my employment with
China TransInfo Technology Corp, its subsidiaries, affiliates, successors or
assigns(collective referred to hereinafter as the Company), and in
consideration of my employment with the Company and my receipt of the
compensation now and hereafter paid to me by the Company, I, Shan Qu, agree to
the following:

|A. | Confidential Information
|-- | ------------------------
|   |                         
|   | 1.                      
|   |                         
|   | 2.                      
|   |                         
|   | 3.                      

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|   |           
|-- | ----------
|B. | Inventions

| | 1. | Inventions Retained and Licensed.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |    | I have attached hereto, as Schedule I, a list describing
      all inventions, original works of authorship, developments, improvements,
      and trade secrets that belong to me(hereinafter referred to as Employee
      Inventions), and which are not assigned to the Company. If no such list
      is attached, I represent and warrant that there are no Employee Inventions
      that belong to me that have not been assigned to the Company. I further
      represent that there are no Employee Inventions that I desire to exclude
      from the operation of this Agreement, except those set forth in Schedule
      I. If in the course of my employment with the Company, I incorporate into
      a Company product, process or machine an Employee Invention owned by me or
      an Employee Invention in which I have an interest, the Company is hereby
      granted and shall have a nonexclusive, royalty-free, irrevocable,
      perpetual, world license to make, have made, modify, use and sell such
      Employee Invention as part of or in connection with such product, process
      or machine.

| | 2. | Assignment of Inventions. I agree that I will
      promptly make full written disclosure to the Company, will hold in trust
      for the sole right and benefit of the Company, and hereby assign to the
      Company, or its designee, all my right, title, and interest in and to any
      and all inventions, original works of authorship, developments, concepts,
      improvements or trade secrets, whether or not patentable or registrable
      under copyright or similar laws, which I may solely or jointly conceive or
      develop or reduce to practice, or cause to be conceived or developed or
      reduced to practice, during the period of time that I am employed by the
      Company(hereinafter referred to as Assigned Inventions). I further
      acknowledge that all original works of authorship which are made by me
      (solely or jointly with others)within the scope of scope of and during the
      period of my employment with the Company and which are protectable by
      copyright are works made for hire, as that term is defined in the United
      States Copyright Act.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | 3. | Inventions Assigned to the United States.I agree
      to assign to the United States government all my right, title, and
      interest in and to any and all Assigned Inventions whenever such full
      title is required to be in the United States by a contract between the
      Company and the United States or any of its agencies.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | 4. | Maintenance of Records.I agree to keep and
      maintain adequate and current written records of all Assigned Inventions
      made by me (solely or jointly with others) during the term of my
      employment with the Company. The records will be in the form of notes,
      sketches, drawings, and any other format that may be specified by the
      Company. The records will be available to and remain the sole property of
      the Company at all times.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | 5. | Patent and Copyright Registrations.I agree to
      assist the Company, or its designee, at the Companys expense, in every proper way
to secure the Companys rights in the Assigned Inventions and any copyrights,
patents, mask work rights or other intellectual property rights relating thereto
in any and all countries, including the disclosure to the Company of all
pertinent information and data with respect thereto, the execution of all
applications, specifications, oaths, assignments and all other instruments which
the Company shall deem necessary in order to apply for and obtain such rights
and in order to assign and convey to the Company, its successors, assigns and
nominees the sole and exclusive right, title and interest in and to such
Assigned Inventions, and any copyrights, patents, mask work rights or other
intellectual property rights relating thereto. I further agree that my
obligation to execute or cause to be executed, when it is in my power to do so,
any such instrument or papers shall continue after the termination of this
Agreement. If the Company is unable because of my mental or physical incapacity
or for any other reason to secure my signature to apply for or to pursue any
application for any United States or foreign patents or copyright registrations
covering Assigned Inventions or original works of authorship assigned to the
Company as above, then I hereby irrevocably designate and appoint the Company
and its duly authorized officers and agents as my agent and attorney in fact, to
act for and in my behalf and stead to execute and file any such applications and
to do all other lawfully permitted acts to further the prosecution and issuance
of letters patent or copyright registrations thereon with the same legal force
and effect as if executed by me.

- 2 -

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|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|C. | Conflicting Employment.I agree that, without the
      Companys prior written consent, during the term of my employment with the
      Company, I will not engage in any other employment, occupation, consulting
      or other business activity directly related to the business in which the
      Company is now involved or becomes involved during the term of my
      employment, nor will I engage in any other employment, business, or work
      activities that conflict with my obligations to the Company.                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|D. | Returning Company Documents.I agree that, at the
      time of leaving my employment with the Company, I will deliver to the
      Company(and will not keep in my possession, recreate or deliver to anyone
      else) any and all Confidential Information, including but not limited to,
      any and all devices, records, data, notes, reports, proposals, lists,
      correspondence, specifications, drawings blueprints, sketches, materials,
      equipment, other documents or property, or reproductions of any
      aforementioned items developed by me pursuant to my employment with the
      Company or otherwise belonging to the Company, its successors or assigns.
      In the event of the termination of my employment, I agree to sign and
      deliver the Termination Certification attached hereto as Schedule
    II.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|E. | Notification of New Employer.In the event that I
      leave the employ of the Company, I hereby grant consent to the Company
      notifying my new employer about my rights and obligations under this
      Agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|F. | Representation.I agree to execute any proper oath
      or verify any proper document required to carry out the terms of this
      Agreement. I represent that my performance of all the terms of
  this Agreement will not breach any agreement to keep in
      confidence proprietary information acquired by me in confidence or in
      trust prior to my employment by the Company. I have not entered into, and
      I agree I will not enter into, any oral or written agreement in conflict
      herewith.                                                                                                                                                                                                                                                                                                                                   

- 3 -

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| | G. | No Right To Continued Employment.I acknowledge,
      understand and agree that I have no right to continued employment with the
      Company simply because I have complied with this Agreement. I further
      understand and agree that this Agreement will not be construed to limit
      the Companys right or my right to terminate my employment, as set forth
      in my Employment Agreement. Even after such termination, I will continue
      to be required to abide by the terms and conditions of this Agreement.                                                                                                                                                                                                                                                                                                           
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | H. | **Injunctive Relief**. If I breach or
      threaten to breach any provision of this Agreement, I acknowledge and
      agree that damage or imminent damage to the Companys business or its
      goodwill would be irreparable and extremely difficult to estimate, making
      any remedy at law or in damages inadequate. Accordingly, the Company shall
      entitled to injunctive relief against me in the event of any breach or
      threatened breach of such provisions by me, in addition to any other
      relief(including damages) available to the Company under this Agreement or
      under law. Nothing in this Agreement is intended to limit in any way my
      right or the Companys right to compel, or to seek, arbitration of any
      claim or right that we agree to arbitrate through a separate agreement.
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | I. | General Provisions.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             

| | 1. | Governing Law; Consent to Personal Jurisdiction.This Agreement will be governed by the laws of the State of New York.
      I hereby expressly consent to the personal jurisdiction of the state and
      federal courts located in New York, New York for any lawsuit filed there
      against me by the Company arising from or relating to this
    Agreement.                                                                                                                                                             
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | 2. | Entire Agreement.This Agreement sets forth the
      entire agreement and understanding between the Company and me relating to
      the subject matter herein. No modification of or amendment to this
      Agreement, nor any waiver of any rights under this agreement, will be
      effective unless in writing signed by the Companys designated
      representative and me. Any subsequent change or changes in my duties,
      salary or compensation will not affect the validity or scope of this
      Agreement.
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | 3. | Severability.If one or more of the provisions in
      the Agreement are deemed void by law, then the remaining provisions will
      continue in full force and effect.                                                                                                                                                                                                                                                                                                                                                        
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | 4. | Successors and Assigns.This Agreement will be
      binding upon my heirs, executors, administrators and other legal
      representatives and will be for the benefit of the Company, its
      successors, and its assigns.                                                                                                                                                                                                                                                                                                   

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| | 5. | Attorneys Fees.In any legal action or other
      proceeding brought to enforce or interpret the terms of this Agreement,
      the prevailing party shall be entitled to recover reasonable attorneys
      fees and costs.                                                                                                                                                                            
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                                                                                                           
| | 6. | Acknowledgement of Understanding.I represent and
      warrant that I have read and I understand each and every provision of this
      Agreement and, with regard to any provision in this Agreement about which
      I have a question, I further understand that I am free to obtain advice
      from legal counsel of my choice, at my expense, to interpret said
      provision of this Agreement.

- 5 -

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BY SIGNING THIS AGREEMENT, I ACKNOWLEDGE THAT I HAVE FREELY AND
VOLUNTARILY ENTERED INTO THIS AGREEMENT AND AGREE TO BE CONTRACTUALLY BOUND
THEREBY.

|s/ Shan Qu                       |  | January 26, 2011
|-------------------------------- |  | ----------------
|Name: Shan Qu:                   |  | Date            
|                                 |  |                 
|                                 |  |                 
|                                 |  |                 
|                                 |  |                 
|China TransInfo Technology Corp. |  |                 
|                                 |  |                 
|By: /s/ Shudong
      Xia        |  | January 26, 2011
|Chief Executive Officer          |  | Date            

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SCHEDULE A

LIST OF PRIOR INVENTIONS AND ORIGINAL WORKS OF
AUTHORSHIP

Title
    Date
    Identifying Number or Brief
      Description


|[ ] | No inventions or improvements
|--- | -----------------------------
|[ ] | Additional Sheets Attached   

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SCHEDULE B

TERMINATION CERTIFICATION

This is to certify that I do not have in my possession, nor
have I failed return, any devices, records, date, notes, reports, proposals,
lists, correspondence, specifications, drawings, blueprints, sketches,
materials, equipment, other documents or property, or reproductions of any
aforementioned items recorded during hours or belonging to China TransInfo
Technology Corp, its subsidiaries, affiliates, successors or assigns
(hereinafter the Company).

I further certify that I have complied with all the terms of
the Companys Employment Confidential Information and Invention Assignment
Agreement signed by me, including the reporting of any inventions and original
works of authorship (as defined therein), conceived or made by me (solely or
jointly with others) as required by that agreement.

I further agree that, in compliance with the Employment
Confidential Information and Invention Assignment Agreement, I will not
retaliate against the Company and I will preserve as confidential all trade
secrets, confidential knowledge, data or other proprietary information relating
to experimental work, computer programs, data bases, other original works of
authorship, customer lists, business plans, financial information or other
subject matter pertaining to any business of the Company or any of its
employees, clients, consultants or licensees.

|               |  |     
|-------------- |  | ----
|Name: Shan Qu: |  | Date

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