NOTICE OF STOCK OPTION GRANT

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

Vesting Schedule :

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

Termination Period :

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

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

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

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

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

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

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

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

4.   Termination of Option .

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

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

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

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

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

(a)   cash;

(b)   check;

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

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

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

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

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

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

7.   Taxes .

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

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

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

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

10.   Investment Representation and Legend of Certificates .  

(a)   The Optionee acknowledges and agrees that, for any period in which a registration statement, with respect to the Option and/or Shares under the Securities Act of 1933, as amended (the “Securities Act”), is not effective, the Optionee will hold the Option and will purchase and/or own the Optioned Shares for investment and not for resale or distribution. The Company will have the right to place upon the fa