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CHINA TRANSINFO TECHNOLOGY CORP.

2009 EQUITY INCENTIVE PLAN

STOCK OPTION AGREEMENT

Unless
otherwise defined herein, the terms in the Stock Option Agreement (the Option
Agreement) have the same meanings as defined in the China TransInfo Technology
Corp. 2009 Equity Incentive Plan (the Plan).

|I. | NOTICE OF STOCK OPTION GRANT
|-- | ----------------------------

| | Optionee: | Shan Qu
| | --------- | -------

You have been granted an Option
to purchase Common Stock of the Company, subject to the terms and conditions of
the Plan and this Option Agreement, as follows:

| | Grant Date:                     | January 26, 2011 (US Time)
| | ------------------------------- | --------------------------
| |                                 |                           
| | Vesting Commencement Date:      | January 26, 2011 (US Time)
| |                                 |                           
| | Exercise Price per Share:       | $4.82                     
| |                                 |                           
| | Total Number of Shares Granted: | 300,000                   
| |                                 |                           
| | Total Exercise Price:           | $1,446,000                
| |                                 |                           
| | Type of Option:                 | Nonstatutory Stock Option 
| |                                 |                           
| | Expiration Date:                | January 26, 2016 (US Time)

**Vesting
Schedule:**

The
Shares underlying the Option will vest in four equal installments on each of the
first, second, third and fourth anniversary of the Vesting Commencement Date and
will only vest if Optionee achieves above 80% of the performance goals
determined by the Company at the beginning of each fisical year. Optionee will
enter such a performance goal agreement with the Company each year and such
performance goal agreements are integral parts of this stock option agreement.
The Companys management and board will evaluate Optionees performace and
determine Optionees eligibility for the Option in one particular fisical year
at the beginning of each following year. The Company will notice Optionee for
his/her eligibility of the Option in writing and such written notices are also
integral parts of this stick option agreement.

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**Termination
Period:**

To
the extent vested, this Option will be exercisable for three (3) months after
Optionee ceases to be a Service Provider, unless termination is due to
Optionees death or Disability, in which case this Option will be exercisable
for twelve (12) months after Optionee ceases to be a Service Provider.
Notwithstanding the foregoing sentence, in no event may this Option be exercised
after any termination of the Optionee as a Service Provider determined by the
Companys Board to be for Cause or after the Expiration Date as provided above
and this Option may be subject to earlier termination as provided in the Plan.

Cause
has the meaning ascribed to such term or words of similar import in Optionees
written employment or service contract with the Company or its Parent or any
Subsidiary and, in the absence of such agreement or definition, means Optionees
(i) conviction of, or plea of nolo contendere to, a felony or any other crime
involving moral turpitude; (ii) fraud on or misappropriation of any funds or
property of the Company or its subsidiaries, or any affiliate, customer or
vendor; (iii) personal dishonesty, incompetence, willful misconduct, willful
violation of any law, rule or regulation (other than minor traffic violations or
similar offenses), or breach of fiduciary duty which involves personal profit;
(iv) willful misconduct in connection with Optionees duties or willful failure
to perform Optionees responsibilities in the best interests of the Company or
its subsidiaries; (v) illegal use or distribution of drugs; (vi) violation of
any rule, regulation, procedure or policy of the Company or its subsidiaries;
(vii) breach of any provision of any employment, non-disclosure,
non-competition, non-solicitation or other similar agreement executed by
Optionee for the benefit of the Company or its subsidiaries; (viii) failure of
the Optionee to achieve sales or other performance targets specified to the
Optionee in writing by the Company; (ix) failure of the Optionee to satisfy
other employment duties of the Optionee after Optionee has received a written or
oral demand for performance from the Company of those duties; or (x) failure by
the Optionee to follow the other written or oral lawful directives of the
Company that reasonably fall within the scope of the Optionees job duties.

,
all as determined by the Companys Board, which determination will be
conclusive.

**II.**           **AGREEMENT**

1.
Grant of Option. The Administrator grants to the Optionee named in the
Notice of Stock Option Grant in Part I of this Option Agreement, an Option to
purchase the number of Shares set forth in the Notice of Stock Option Grant, at
the exercise price per Share set forth in the Notice of Stock Option Grant (the
Exercise Price), and subject to the terms and conditions of the Plan, which is
incorporated herein by reference. In the event of a conflict between the terms
and conditions of the Plan and this Option Agreement, the terms and conditions
of the Plan prevail.

If
designated in the Notice of Stock Option Grant as an Incentive Stock Option,
this Option is intended to qualify as an Incentive Stock Option as defined in
Code section 422. Nevertheless, to the extent that it exceeds the $100,000 rule
of Code section 422(d), this Option will be treated as a Nonstatutory Stock
Option.

2.
Exercise of Option.

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(a)
Right to Exercise. This Option is exercisable during its term in
accordance with the Vesting Schedule set out in the Notice of Stock Option Grant
and with the applicable provisions of the Plan and this Option Agreement.

(b)
Method of Exercise. This Option is exercisable by (i) 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 Administrator may determine,
which will state the election to exercise the Option, the number of Shares with
respect to which the Option is being exercised, and other representations and
agreements as may be required by the Company and (ii) paying the Company in full
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.

No
Shares will be issued pursuant to the exercise of an Option unless the issuance
and exercise of Shares complies with Applicable Laws. Assuming compliance, for
income tax purposes the Shares will be considered transferred to the Optionee on
the date on which the Option is exercised with respect to the Shares.

3.
Method of Payment. The aggregate Exercise Price may be paid by any of the
following, or a combination thereof, at the election of the Optionee:

(a)
cash;

(b)
check;

(c)
promissory note;

(d)
other Shares, provided Shares have a Fair Market Value on the date of surrender
equal to the aggregate exercise price of the Shares as to which said Option will
be exercised;

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

(g)
such other consideration and method of payment for the issuance of Shares to the
extent permitted by Applicable Laws.

4.
Restrictions on Exercise. This Option may not be exercised (a) until such
time as the Plan has been approved by the stockholders of the Company, or (b) if
the issuance of such Shares upon such exercise or the method of payment of
consideration for such shares would constitute a violation of any Applicable
Laws. 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.

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5.
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 Optionee only by Optionee. The terms of the
Plan and this Option Agreement are binding upon the executors, administrators,
heirs, successors and assigns of the Optionee.

6.
Term of Option. This Option may be exercised only within the term set out
in the Notice of Stock Option Grant, and may be exercised during the term only
in accordance with the Plan and the terms of this Option.

7.
Tax Obligations.

(a)
Withholding Taxes. 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)
Notice of Disqualifying Disposition of ISO Shares. If the Option granted
to Optionee is an ISO, and if Optionee sells or otherwise disposes of any of the
Shares acquired pursuant to the ISO on or before the later of (i) the date two
(2) years after the Grant Date, or (ii) the date one (1) year after the date of
exercise, the Optionee must immediately notify the Company of the disposition in
writing. Optionee agrees that Optionee may be subject to income tax withholding
by the Company on the compensation income recognized by the Optionee.

(c)
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 Grant Date (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 Fair Market Value of a Share on the Grant Date 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 Grant Date, Optionee will be solely responsible for any
and all resulting tax consequences.

8.
No Guarantee of Continued Service. OPTIONEE ACKNOWLEDGES AND AGREES THAT
THE VESTING OF SHARES PURSUANT TO THE VESTING SCHEDULE HEREOF IS EARNED ONLY BY
CONTINUING AS A SERVICE PROVIDER AT THE WILL OF THE COMPANY (OR THE PARENT OR
SUBSIDIARY EMPLOYING OR RETAINING OPTIONEE) AND NOT THROUGH THE ACT OF BEING
HIRED, BEING GRANTED THIS OPTION OR ACQUIRING SHARES HEREUNDER. OPTIONEE FURTHER
ACKNOWLEDGES AND AGREES THAT THIS OPTION AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREUNDER AND THE VESTING SCHEDULE SET FORTH
HEREIN DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT
AS A SERVICE PROVIDER FOR THE VESTING PERIOD, FOR ANY PERIOD, OR AT ALL, AND
WILL NOT INTERFERE IN ANY WAY WITH OPTIONEES RIGHT OR THE RIGHT OF THE COMPANY
(OR THE PARENT OR SUBSIDIARY EMPLOYING OR RETAINING OPTIONEE) TO TERMINATE
OPTIONEES RELATIONSHIP AS A SERVICE PROVIDER AT ANY TIME, WITH OR WITHOUT
CAUSE.

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9.
Notices. All notices or other communications which are required or
permitted hereunder will be in writing and sufficient if (i) personally
delivered or sent by telecopy, (ii) sent by nationally-recognized overnight
courier or (iii) sent by registered or certified mail, postage prepaid, return
receipt requested, addressed as follows:

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

if
to the Company, to the attention of the _Shudong Xia___ at the address set forth
below:

9th Floor, Vision Building,
No. 39 Xueyuan Road, Haidian District, Beijing China 100191

or to any 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 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 fourth Business Day
following the date on which the piece of mail containing the 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.

10.
Specific Performance. Optionee expressly agrees that the Company will be
irreparably damaged if the provisions of this Option Agreement and the Plan are
not specifically enforced. Upon a breach or threatened breach of the terms,
covenants and/or conditions of this Option Agreement or the Plan 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 Administrator has the power to determine what constitutes a breach
or threatened breach of this Option Agreement or the Plan. The Administrators
determinations will be final and conclusive and binding upon the Optionee.

11.
No Waiver. No waiver of any breach or condition of this Option Agreement
will be deemed to be a waiver of any other or subsequent breach or condition,
whether of like or different nature.

12.
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 Option Agreement.

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13.
Modification of Rights. The rights of the Optionee are subject to
modification and termination in certain events as provided in this Option
Agreement and the Plan.

14.
Governing Law. This Agreement is governed by, and construed in accordance
with, the laws of the State of Nevada, without giving effect to its conflict or
choice of law principles that might otherwise refer construction or
interpretation of this Agreement to the substantive law of another
jurisdiction.

15.
Counterparts; Facsimile Execution. This Option Agreement may be executed
in one or more counterparts, each of which will be deemed to be an original, but
all of which together constitute one and the same instrument. Facsimile
execution and delivery of this Option Agreement is legal, valid and binding
execution and delivery for all purposes.

16.
Entire Agreement. The Plan, this Option Agreement, and upon execution,
the Exercise Notice, 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.

17.
Severability. In the event one or more of the provisions of this Option
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 Option Agreement, and this Option
Agreement will be construed as if such invalid, illegal or unenforceable
provision had never been contained herein.

18.
WAIVER OF JURY TRIAL. THE OPTIONEE EXPRESSLY, IRREVOCABLY AND
UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING
TO THIS OPTION AGREEMENT AND FOR ANY COUNTERCLAIM THEREIN.

Optionee
acknowledges receipt of a copy of the Plan and represents that he or she is
familiar with the terms and provisions thereof, and accepts this Option subject
to all of the terms and provisions thereof. Optionee has reviewed the Plan and
this Option in their entirety, has had an opportunity to obtain the advice of
counsel prior to executing this Option and fully understands all provisions of
the Option. Optionee agrees to accept as binding, conclusive and final all
decisions or interpretations of the Administrator upon any questions arising
under the Plan or this Option. Optionee further agrees to notify the Company
upon any change in the residence address indicated below.

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|OPTIONEE    |  | CHINA TRANSINFO TECHNOLOGY CORP.
|----------- |  | --------------------------------
|            |  |                                 
|/s/ Shan Qu |  | /s/
      Shudong Xia           
|Signature   |  | By                              
|            |  |                                 
|Shan Qu     |  | Shudong Xia                     
|Print Name  |  | Print Name                      
|            |  |                                 
|            |  | Chief
      Executive Officer   
|            |  | Title                           

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EXHIBIT A

2009 EQUITY INCENTIVE PLAN

EXERCISE NOTICE

China TransInfo Technology Corp. [Address]

Attention: _______________, _________________

1. Exercise of Option.
Effective as of today, _____________ , _____, the undersigned (Optionee)
elects to exercise Optionees option to purchase _________ shares of the Common
Stock (the Shares) of China TransInfo Technology Corp. (the Company) under
and pursuant to the China TransInfo Technology Corp. 2009 Equity Incentive Plan
(the Plan) and the Stock Option Agreement dated ____________ , ____ (the
Option Agreement).

2. Delivery of Payment.
Optionee herewith delivers to the Company the full purchase price of the Shares,
as set forth in the Option Agreement, 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 Plan and the Option Agreement and agrees to abide by and be bound
by their terms and conditions.

4. Rights as Stockholder.
Until the issuance of the Shares (as evidenced by the appropriate entry on the
books of the Company or of a duly authorized transfer agent of the Company), no
right to vote or receive dividends or any other rights as a stockholder exists
with respect to the Optioned Stock, notwithstanding the exercise of the Option.
Subject to the requirements of Section 6 below, the Shares will be issued to the
Optionee as soon as practicable after the Option is exercised in accordance with
the Option Agreement. 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 Plan.

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. Refusal to Transfer.
The Company will not (i) transfer on its books any Shares that have been sold or
otherwise transferred in violation of any of the provisions of this Exercise
Notice, or (ii) be required to treat as owner of such Shares or to
accord the right to vote or pay dividends to any purchaser or other transferee
to whom such Shares have been so transferred.

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7. Successors and Assigns.
The Company may assign any of its rights under this Exercise Notice to single or
multiple assignees, and this Exercise Notice inures 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, administrators, successors and assigns.

8. Interpretation. Any
dispute regarding the interpretation of this Exercise Notice will be submitted
by Optionee or by the Company forthwith to the Administrator for review at its
next regular meeting. The resolution of disputes by the Administrator will be
final and binding on all parties.

9. Governing Law;
Severability. This Exercise Notice is be governed by, and construed in
accordance with, the laws of the State of Nevada, without giving effect to its
conflict or choice of law principles that might otherwise refer construction or
interpretation of this Exercise to the substantive law of another jurisdiction.
In the event that any provision hereof becomes or is declared by a court of
competent jurisdiction to be illegal, unenforceable or void, this Exercise
Notice will continue in full force and effect.

10. Notices. Any notice
required or permitted hereunder will be provided in writing and deemed effective
if provided in the manner specified in the Option Agreement.

11. Further Instruments.
The parties agree to execute any further instruments and to take any further
action as may be reasonably necessary to carry out the purposes and intent of
the Option Agreement and this Exercise Notice.

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12. Entire Agreement. The
Plan and Option Agreement are incorporated herein by reference. This Exercise
Notice, the Plan, and the Option Agreement 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.

|Submitted by:                                  |  | Accepted by:                                 
|---------------------------------------------- |  | ---------------------------------------------
|OPTIONEE                                       |  | CHINA TRANSINFO TECHNOLOGY CORP.             
|                                               |  |                                              
|                                               |  |                                              
|Signature                                      |  | By                                           
|                                               |  |                                              
|Shan Qu                                        |  | Shudong Xia                                  
|Print Name                                     |  | Print Name                                   
|                                               |  |                                              
|                                               |  | Chief Executive Officer                      
|                                               |  | Title                                        
|                                               |  |                                              
|Address:                                       |  | Address:                                     
|                                               |  |                                              
|Room 701 Block 6
      Building 2, Heqingyuan, |  | 9thfloor, Vision Building,No.39 Xueyuan Road,
|                                               |  |                                              
|Qinghuayuan,Haidian District,Beijing,China     |  | Haidian District,Beijing,China               
|                                               |  |                                              
|                                               |  |                                              
|                                               |  | Date Received                                

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