SCHEDULE 14A
                                Amendment No. 1


                Proxy Statement Pursuant to Section 14(a) of the
                         Securities Exchange Act of 1934

Filed by Registrant [X]
Filed by a Party other than the Registrant [_]

Check the appropriate box:

[_]    Preliminary Proxy Statement
[_]    Confidential, for Use of the Commission Only (as permitted by Rule
       14a-6(e)(2))
[X]    Definitive Proxy Statement
[_]    Definitive Additional Materials
[_]    Soliciting Material Pursuant to Section 240.14a-12


                         CHINA MOBILITY SOLUTIONS, INC.
                     ---------------------------------------
                (Name of Registrant as Specified In Its Charter)

Payment of Filing Fee (Check the appropriate box):

[X]  No fee required.

[_] Fee computed on table below per Exchange Act Rules 14c-6(i)(4) and 0-11.

     (1)  Title of each class of securities to which transaction applies:

     (2)  Aggregate number of securities to which transaction applies:

     (3)  Per unit  price  or other  underlying  value of  transaction  computed
          pursuant to Exchange  Act Rule 0-11 (set forth the amount on which the
          filing fee is calculated and state how it was determined):

     (4)  Proposed maximum aggregate value of transaction:

     (5)  Total fee paid:

[_] Fee paid previously with preliminary materials.

[_]  Check box if any part of the fee is offset as provided by Exchange Act Rule
     0-11(a)(2)  and identify the filing for which the  offsetting  fee was paid
     previously.  Identify the previous filing by registration statement number,
     or the Form or Schedule and the date of its filing.

       (1)     Amount Previously Paid:
       (2)     Form, Schedule or Registration Statement No.:
       (3)     Filing Party:
       (4)     Date Filed:




                         CHINA MOBILITY SOLUTIONS, INC.
                          #900 - 789 West Pender Street
                         Vancouver, B.C. Canada V6C 1H2
                                  (604)632-9638


                    NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
                                  JULY 28, 2005



Dear Shareholder:


     We cordially  invite you to attend China Mobility  Solutions,  Inc.  Annual
Meeting of  Shareholders  on July 28,  2005,  at The Sheraton  Hotel,  360 Union
Blvd., Lakewood, Colorado at which meeting you may be present. If you choose not
to attend, you may send your ballot appointing Angela Du, President,  to vote as
your ballot directs.  The Notice of Meeting and the accompanying  Proxy describe
the business of the Annual Meeting of Shareholders.

     The enclosed Proxy  statement is being  furnished to shareholders of record
on June 13,  2005 of China  Mobility  Solutions,  Inc.  ("CHMS.OB"),  a  Florida
corporation, in connection with the following proposals.


       YOU ARE NOT REQUIRED TO SEND US A PROXY BUT YOUR PROXY IS REQUESTED

     The holders of a majority of the issued and outstanding  shares entitled to
vote have indicated that they intend to vote in favor of these proposals.

     1.   To elect two directors to hold office until the next annual meeting of
          shareholders and qualification of their respective successors.

     2.   To  ratify  the  appointment  of  Moen  and  Company,  as  Independent
          Accountants for the annual period ending December 31, 2004.

     3.   To increase the Company's  authorized  shares to 500 million shares of
          common stock.

     4.   To adopt the 2005 Stock Option Plan.


     The Board of  Directors  has fixed the closing of business on June 13, 2005
as the record date for the  determination of shareholders  entitled to notice of
and to vote at this meeting or any adjournment thereof. The stock transfer books
will not be closed.


     The Company's Annual Report to Stockholders for the year ended December 31,
2004 accompanies this Notice of Annual Meeting and Proxy Statement.

     All  stockholders,  whether  or not they  expect to attend  the  Meeting in
person,  are requested  either to complete,  date, sign, and return the enclosed
form of proxy in the  accompanying  envelope  or to record  their proxy by other
authorized  means. The proxy may be revoked by the person executing the proxy by
filing with the  Secretary of the Company an  instrument  of  revocation or duly
executed  proxy  bearing a later  date,  or by electing to vote in person at the
meeting.
                                           Sincerely,

                                           /s/Angela Du
                                           ------------------------------
                                           Angela Du, President

     WE ARE ASKING YOU FOR A PROXY AND YOU ARE REQUESTED TO SEND US A PROXY.

                                        2


                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                    PROXY STATEMENT PURSUANT TO SECTION 14(a)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
                        AND RULE 14A PROMULGATED THERETO

                         CHINA MOBILITY SOLUTIONS, INC.


                         ANNUAL MEETING OF SHAREHOLDERS
                                  JULY 28, 2005

     This Proxy  Statement is being  furnished to Shareholders of China Mobility
Solutions,   Inc.   ("CHMS.OB")  in  connection   with  the  Annual  Meeting  of
Shareholders (the "Meeting") to be held on July 28, 2005 and at any adjournments
thereof (the  "Meeting").  The Meeting will be held at The Sheraton  Hotel,  360
Union Blvd., Lakewood, Colorado, at 1:30 P.M. local time.

     This Proxy  Statement is first being mailed or given to  Shareholders on or
about June 22, 2005.


     We are a Florida  corporation.  We are a  full-reporting  1934 Act company,
with our common  stock  quoted on the Over the Counter  Bulletin  Board  (OTCBB)
under the symbol CHMS.OB.  Information about us can be found in our December 31,
2004 Annual Report filed on Form 10-KSB.  Additional information about us can be
found in our public filings that can be accessed  electronically by means of the
SEC's home page on the  Internet  at  http://www.sec.gov,  or at other  Internet
sites such as http://www.freeedgar.com,  as well as by such other means from the
offices of the SEC.

                          WE ARE ASKING YOU FOR A PROXY
                      YOU ARE REQUESTED TO SEND US A PROXY

     We are  soliciting  proxies but the holders of more than 50% percent of the
shares  entitled  to vote have  indicated  that they  intend to vote in favor of
these proposals. In light of the size of the holdings of these shareholders, the
current Board and  management of the Company deems the likelihood of a favorable
vote on the  proposals  sufficient.  You may mark and  send the  proxy  attached
hereto to record your vote.

                            COSTS OF PROXY STATEMENT

     We will pay the cost of preparing and sending out this proxy statement.  It
will be sent to most  shareholders  via regular  mail.  A few will receive it by
personal delivery or facsimile.

                                        3




                                     VOTING

SHAREHOLDERS ENTITLED TO VOTE


     Holders of record of common stock,  at the close of business on the date of
mailing this proxy statement will be entitled to vote at the Annual Meeting.  As
of this date, June 13, 2005,  15,826,670  shares of common stock were issued and
outstanding.  Each  shareholder is entitled to one vote for each share of common
stock held by such shareholder.  We have only the single class of stock,  namely
our common stock.  Each share of Common Stock is entitled to one (1) vote for as
many  separate  nominees as there are directors to be elected and for or against
all other matters  presented.  For action to be taken at the Annual  Meeting,  a
majority  of the  shares  entitled  to vote must be  represented  at the  Annual
Meeting  in person or by proxy.  Shares of stock may not be voted  cumulatively.
Abstentions and broker non-votes each will be included in determining the number
of shares present and voting at the Annual Meeting.  Abstentions will be counted
in tabulations of the votes cast on proposals, whereas broker non-votes will not
be counted for purposes of determining whether a proposal has been approved.



QUORUM  AND  VOTE  NECESSARY  FOR  APPROVALS.

     A majority  of the shares of common  stock  outstanding  at the record date
must be  represented  at the Annual Meeting in person or by proxy in order for a
quorum to be present  and in order to take  action  upon all matters to be voted
upon,  but if a quorum  should not be  present,  the  meeting  may be  adjourned
without  further  notice  to  shareholders,  until a quorum is  assembled.  Each
shareholder  will be  entitled  to cast one vote at the Annual  Meeting for each
share of common stock registered in such shareholder's name at the record date.

     Abstentions  and broker  non-votes are counted for purposes of  determining
the presence or absence of a quorum for the transaction of business.  Each share
of Common Stock  entitles the holder  thereof to one vote on all matters to come
before the Annual Meeting. Holders of shares of Common Stock are not entitled to
cumulative voting rights.

     The  favorable  vote of a  plurality  of the votes of the  shares of Common
Stock  present  in person  or  represented  by proxy at the  Annual  Meeting  is
necessary to elect the nominees for directors of the Company.  To take the other
actions at the meeting a majority of the shares  outstanding  must vote in favor
of the proposals present in person or by Proxy.

     A majority of shares  issued and  outstanding  is sufficient to approve the
proposal for a reverse split and name change to be incorporated in Amendments to
the Articles of Incorporation.

                                        4



                                     PROXIES

     In voting their Common Stock,  stockholders may vote in favor of or against
the proposal to approve the  proposals on the agenda or may abstain from voting.
Stockholders  should  specify their choice on the  accompanying  proxy card. All
properly  executed proxy cards delivered  pursuant to this  solicitation and not
revoked will be voted at the Meeting in accordance with the directions given. If
no  specific  instruction  are given with regard to the matter to be voted upon,
then the  shares  represented  by a signed  proxy  card will be voted  "FOR" the
approval of the  Proposals  and in the  discretion  of such proxies to any other
procedural   matters   which  may  properly  come  before  the  Meeting  or  any
adjournments  thereof.  All proxies delivered  pursuant to this solicitation are
revocable  at any time  before  they  are  voted at the  option  of the  persons
executing  them by (i) giving  written  notice to the  Secretary of the Company,
(ii) by delivering a later dated proxy card, or (iii) by voting in person at the
Meeting. All written notices of revocation and other communications with respect
to revocations of proxies  should be addressed to Angela Du,  President,  #900 -
789 West Pender Street Vancouver, B.C. Canada V6C 1H2.

     IF THEY WISH TO VOTE,  HOLDERS OF COMMON  STOCK ARE  REQUIRED TO  COMPLETE,
DATE, AND SIGN THE ACCOMPANYING PROXY CARD AND RETURN IT PROMPTLY TO THE COMPANY
IN THE ACCOMPANYING ENVELOPE.

     The person named as proxy is Angela Du, President of the Company.

     In addition to the  solicitation  of proxies by mail, the Company,  through
its directors,  officers,  and employees,  may solicit proxies from stockholders
personally or by telephone or other forms of communication. The Company will not
reimburse  anyone  for   out-of-pocket   costs  and  expenses  incurred  in  the
solicitation  of  proxies.  The  Company  also will  request  brokerage  houses,
nominees,  fiduciaries,  and other custodians to forward soliciting materials to
beneficial  owners,  and the  Company  will  reimburse  such  persons  for their
reasonable  expenses  incurred in doing so. All expenses  incurred in connection
with the solicitation of proxies will be borne by the Company.

                INTEREST OF PERSONS IN MATTERS TO BE ACTED UPON

     No officer or  director  or  principal  shareholder  has a  substantial  or
material interest in the favorable action on these proposals.

                                        5




                                   PROPOSAL #1

              PROPOSED AMENDMENTS TO ARTICLES OF INCORPORATION AND
                       CHANGES IN CORPORATE CAPITALIZATION

                      NOMINATION AND ELECTION OF DIRECTORS

     The Company's Bylaws  currently  provide for the number of directors of the
Company to be  established  by  resolution  of the Board of  Directors  and that
number  is four.  The Board  has  nominated  four (4)  persons.  At this  Annual
Meeting,  a Board of four (4)  directors  will be  elected.  Except as set forth
below,  unless  otherwise  instructed,  the proxy  holders will vote the proxies
received by them for Management's nominees named below.

     All the nominees are presently  directors of the Company. In the event that
any  Management  nominee  shall  become  available,  or  if  other  persons  are
nominated,  the proxy  holders  will vote in their  discretion  for a substitute
nominee.  It is not expected that any nominee will be  unavailable.  The term of
office of each person  elected as a director will continue until the next Annual
Meeting of Stockholders or until a successor has been elected and qualified.

     The  proxies  solicited  hereby  cannot be voted  for a number  of  persons
greater  than  the  number  of  nominees   named  below.   The   Certificate  of
Incorporation of the Company does not permit  cumulative  voting. A plurality of
the votes of the holders of the outstanding  shares of Common Stock  represented
at a meeting at which a quorum is presented may elect directors.

THE DIRECTORS CANDIDATES NOMINATED BY MANAGEMENT ARE:

Xiao-Qing (Angela) Du
Ernest Cheung
Greg Ye
Michael  J.P.  Moen

     The above  individuals  are nominees for election as directors for the next
fiscal year. Their biographical information is as follows:

     XIAO-QING  (ANGELA)  DU,  President  and  Director,  age 34.  She has  been
President and Director of our company from 2003 to date. She received a Bachelor
of Science in International  Finance in 1992 from East China Normal  University.
She received a Master of Science in Finance and Management  Science in 1996 from
the  University  of  Saskatchewan  Canada.  She was  Business  Manager  of China
Machinery & Equipment I/E Corp.  (CMEC) from 1992 to 1994.  She is now President
of Infornet  Investment  CORP.,  the Company's wholly owned subsidiary in Canada
since 1997.  She was President of China  Mobility from 1997 to 1999. She ran the
operations in China of the DNS and web hosting business.

                                        6




     ERNEST  CHEUNG,  Secretary and Director,  age 54, has been Secretary of the
company  since May 1998.  He received a B.A. in Math in 1973 from  University of
Waterloo  Ontario.  He  received an MBA in Finance and  Marketing  from  Queen's
University,  Ontario in 1975. From 1991 to 1993 he was Vice President of Midland
Walwyn Capital, Inc. of Toronto, Canada, now known as Merrill Lynch Canada. From
1992  until  1995 he served  as Vice  President  and  Director  of Tele  Pacific
International  Communications  Corp.  He has also served as President for Richco
Investors, Inc. since 1995. He has been a director of the Company since 1996. He
is currently a Director of Agro  International  Holdings,  Inc. since 1997, Spur
Ventures,  Inc.  since  1997,  Richco  Investors,  Inc.  since 1995 and  Drucker
Industries,  Inc.  since 1997.  In 2000,  he became  President and a Director of
China NetTV Holdings, Inc. In 2002, he became a Director of The Link Group, Inc.
(Formerly World Envirotech, Inc.).

     GREG YE,  MBA,  age 36,  CPA,  Director,  brings  12  years of  management,
consulting and investment experience in a broad range of business and technology
disciplines.  He is currently in charge of developing and implementing corporate
strategies as Group  Director of Strategic  Marketing for Cadence Design Systems
Inc,  the  world's  9th largest  software  company,  listed on both the NYSE and
NASDAQ.  Previously, he worked for Cisco Systems as a market development manager
and  PricewaterhouseCoopers,   where  he  spent  six  years  advising  high-tech
companies  based in the U.S.  and Asia.  He  co-founded  a Silicon  Valley based
incubator for high-tech  companies in China in 1999 and serves as an advisor for
several other U.S.  high-tech start-up  companies.  Mr. Ye received his MBA from
Harvard Business School and his BSEE from Shanghai Jiao Tong University,  China.
He is a Certified Public Accountant and a Certified Management Accountant.

     MICHAEL J.P.  MOEN, age 33,  Director,  recently a Senior Vice President in
U.S.  Institutional  Sales for Burlington Capital Markets in New York, has spent
the past several years with some of the most  prestigious  firms on Wall Street.
His  previous  positions  include US  Institutional  Sales - Senior  Analyst for
Goldman Sachs, a Buyside Trader for CIBC World Markets,  and Retail Equity Sales
for Saloman  Smith Barney.  Previously he was an Accountant  with Moen & Company
Chartered  Accountants  of  Vancouver.  Mr.  Moen  earned his Master of Business
Administration  in International  Finance from the University of Southern Europe
and his Bachelor of Accounting from the University of Minnesota.

     Management will devote part time to the operations of the Company,  and any
time spent will be  devoted  to  screening  and  assessing  and,  if  warranted,
negotiating to acquire business opportunities.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" MANAGEMENT'S NOMINEES.
                            ------------------------

                                        7



                                   PROPOSAL #2

                         INDEPENDENT PUBLIC ACCOUNTANTS

     Moen  and  Company,  Independent  Registered  Public  Accounting  Firm,  of
Vancouver,  British  Columbia,  Canada  have been  appointed  as the  Certifying
accountants for the period through fiscal year 2005 and  shareholders  are asked
to ratify such appointment. Ratification of the appointment of Moen and Company,
as the  Company's  independent  public  accountants  for the fiscal  year ending
December 31, 2005 will require the affirmative  vote of a majority of the shares
of Common  Stock  represented  in person or by proxy and entitled to vote at the
Annual Meeting.  In the event the  stockholders do not ratify the appointment of
Moen and Company,  for the  forthcoming  fiscal year, such  appointment  will be
reconsidered by the Board.  Representatives of Moen and Company, are expected to
be present at the Annual Meeting to make statements if they desire to do so, and
such  representatives  are expected to be  available  to respond to  appropriate
questions.

     Unless  marked  to the  contrary,  proxies  received  will be  voted  "FOR"
ratification of the appointment of Moen and Company, as independent  accountants
for the Company's year ending December 31, 2005.

           THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" RATIFICATION
                    OF THE COMPANY'S INDEPENDENT ACCOUNTANTS.

                            ------------------------
                                   PROPOSAL #3

                          INCREASE IN AUTHORIZED SHARES
                INVOLVING CHANGES IN CORPORATE CAPITAL STRUCTURE

     We are  asking  shareholders  to  authorize  an  increase  in the number of
authorized  shares from 50,000,000  common shares to 500,000,000  common shares.
This requires an amendment to our Articles of Incorporation.

     We  believe   increase  in  the  authorized   shares  in  our  Articles  of
Incorporation  is in the best interest of our corporation  because we believe we
have insufficient  shares to accomplish growth in the future. We do not have any
current plans,  proposals,  or arrangements,  written or otherwise regarding the
use of increased  authorized shares. We do not have any current plans to acquire
assets or engage in any new business or investment  opportunity at this time. We
do however intend to raise additional capital in the future with stock sales but
have not specified any offering parameters nor timing.

Discussion of Background for Proposed Action

     Pursuant to this Proxy Statement,  you, as stockholders,  are informed that
the action  sought is to increase the number of shares of stock that the Company
is authorized to issue to 500 million shares of common stock.

     The shares of common  stock to be  authorized  and issued  have full voting
rights and have no dividend or interest  rates,  conversion  prices,  redemption
prices,  maturity  dates,  or other  matters.  There  are no  preemptive  rights
regarding the shares of common stock.

                                        8




     It is emphasized  that  management  of the Company may effect  transactions
having a potentially adverse impact upon the Company's  stockholders pursuant to
the authority  and  discretion  of the  Company's  management to complete  share
issuances  without  submitting  any  proposal  to  the  stockholders  for  their
consideration.  Holders of the Company's  securities  should not anticipate that
the  Company  necessarily  will  furnish  such  holders  with any  documentation
concerning   the  proposed   issuance   prior  to  any  share   issuances.   All
determinations  (except  involving a merger where the number of shares of common
stock  of the  Company  issued  will  equal  more  than  20% of the  issued  and
outstanding  shares of common  stock of the  Company  prior to the  transaction)
involving  share  issuances are in the discretion  and business  judgment of the
Board of Directors in their exercise of fiduciary responsibility,  but require a
determination  by the  Board  that the  shares  are  being  issued  for fair and
adequate consideration.

     The rights of the  existing  holders of common  stock will not be affected,
except that the  authorization  of a large number of  additional  shares and the
issuance of additional  shares for the pending  transaction  will allow,  in the
future,  the  following  types of actions or events to occur without the current
stockholders being able to effectively prevent such actions or events:

     1.   Dilution  may occur due to the  issuance  of  additional  shares.  The
          percentage ownership of the Company by the existing  shareholders will
          be diluted from 100% to an indeterminate amount upon completion of any
          new transactions for stock.

     2.   Control  of  the  Company  by  stockholders  may  change  due  to  new
          issuances.

     3.   The election of the Board of Directors  will be dominated by new large
          stockholders,  effectively blocking current stockholders from electing
          directors.

     4.   Business plans and operations may change.

     5.   Mergers, acquisitions, or divestitures may occur which are approved by
          the holders of the newly issued shares.

     In the future  event that the Board  continues to issue shares for capital,
services,  or  acquisitions,  the present  management  and  stockholders  of the
Company most likely will not have control of a majority of the voting  shares of
the Company.

     It is  likely  that the  Company  may  acquire  other  compatible  business
opportunities through the issuance of common stock of the Company.  Although the
terms  of any such  transaction  cannot  be  predicted,  this  could  result  in
substantial  additional dilution in the equity of those who were stockholders of
the  Company  prior to such  issuance.  There is no  assurance  that any  future
issuance of shares will be approved at a price or value equal to or greater than
the price which a prior  stockholder  has paid,  or at a price  greater than the
then current  market price.  Typically,  unregistered  shares are issued at less
than market price due to their illiquidity and restricted nature as a result of,
among other things, the extended holding period and sales limitations which such
shares are subject to.

          THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE INCREASE.
                            -----------------------
                                        9



                                   PROPOSAL #4

                     ADOPTION OF THE 2005 STOCK OPTION PLAN


THE COMPANY AND THE PLAN

     As described in the accompanying  NOTICE OF ANNUAL MEETING OF SHAREHOLDERS,
the Company  proposes to adopt the China  Mobility  Solutions,  Inc.  2005 Stock
Option Plan attached hereto as Exhibit "A".

     The Board of Directors  believes that the Stock Option Plan will enable the
Company to compensate  management  and employees at a level  competitive  in the
industry.  We have no current  plans,  proposals or  arrangements  regarding the
options  to be  authorized  under  the 2005  Plan.  We have not  agreed to issue
options to any specific  individuals.  We have not  established any criteria for
the award of options.

     The Board of Directors of the Company voted  unanimously  to adopt the 2005
Stock  Option Plan for China  Mobility  Solutions,  Inc.  The Board of Directors
believes that the adoption of the Plan critical to  attracting,  retaining,  and
motivating employees and other eligible persons of the Company. The Plan and the
option grants were approved by disinterested  members of the Board as well as by
the entire Board.

     The following table sets forth information with respect to stock options to
officers and directors of the Company  granted  pursuant to the Plan through May
6, 2005.

                                  Number of Options   Exercise
  Name                     Title      Granted(1)        Price    Expiration Date
  ----                     -----      ----------        -----    ---------------

None.


All current Executive
Officers as a Group

All current Directors who
are not Executive Officers
as a Group)

All Employees as a Group
(not including
Executive Officers and
Directors)


                                       10




     PURPOSE.  This 2005 China Mobility Solutions,  Inc. Stock Option Plan ("the
2005 Plan") is intended to promote the interests of the Corporation by providing
eligible  individuals  who  are  responsible  for  the  management,  growth  and
financial  success of the Corporation or who otherwise render valuable  services
to the Corporation  with the opportunity to acquire a proprietary  interest,  or
increase their  proprietary  interest,  in the Corporation and thereby encourage
them to remain in the service of the Corporation.

     ADMINISTRATION OF THE 2005 PLAN.

     (a) The 2005 Plan shall be administered by the Board.  The Board,  however,
may at any time  appoint  a  committee  ("Committee")  of two (2) or more  Board
members and delegate to such Committee one or more of the administrative  powers
allocated to the Board pursuant to the  provisions of the 2005 Plan.  Members of
the Committee shall serve for such period of time as the Board may determine and
shall be subject to removal by the Board at any time.  The Board may also at any
time  terminate  the  functions  of the  Committee  and  reassume all powers and
authority previously delegated to the Committee.

     (b) The 2005 Plan Administrator (either the Board or the Committee,  to the
extent the Committee is at the time  responsible for the  administration  of the
2005 Plan) shall have full power and authority (subject to the provisions of the
2005 Plan) to establish such rules and  regulations  as it may deem  appropriate
for the proper 2005 Plan administration and to make such  determinations  under,
and issue  such  interpretations  of, the 2005 Plan and any  outstanding  option
grants or share  issuances as it may deem  necessary or advisable.  Decisions of
the 2005 Plan  Administrator  shall be final and binding on all parties who have
an interest in the 2005 Plan or any outstanding option or share issuance.

     ELIGIBILITY.

     (a) The persons eligible to receive option grants pursuant to the 2005 Plan
(each an "Optionee") are limited to the following:

          (1)  key  employees   (including   officers  and   directors)  of  the
     Corporation (or its parent or subsidiary  corporations,  if any) who render
     services which  contribute to the success and growth of the Corporation (or
     any  parent  or  subsidiary   corporations)  or  which  may  reasonably  be
     anticipated  to  contribute  to  the  future  success  and  growth  of  the
     Corporation (or any parent or subsidiary corporations);

          (2) the non-employee  members of the Board or the non-employee members
     of the board of directors of any parent or subsidiary corporations; and

          (3) those consultants or independent  contractors who provide valuable
     services to the Corporation (or any parent or subsidiary corporations).

     We may  issue  options  to third  parties  in  exchange  for  services  for
consulting and for marketing, in the discretion of the Board.

     (b) The 2005 Plan  Administrator  shall have full  authority to  determine,
with  respect to the option  grants  made  under the 2005 Plan,  which  eligible
individuals are to receive option grants,  the number of shares to be covered by
each such grant,  the status of the granted option as either an Incentive Option
or a Non-Statutory  Option, the time or times at which each granted option is to
become  exercisable  and the  maximum  term for  which  the  option  may  remain
outstanding.

                                       11



     STOCK SUBJECT TO THE 2005 PLAN.

     (a) The  stock  issuable  under  the  2005  Plan  shall  be  shares  of the
Corporation's  authorized but unissued or reacquired  Common Stock,  $0.0001 par
value (the  "Common  Stock").  The maximum  number of shares which may be issued
over the term of the 2005 Plan  shall not exceed  3.5  million  shares of Common
Stock.  The total number of shares issuable under the 2005 Plan shall be subject
to  adjustment  from time to time in accordance  with the  provisions of Section
4(c).

     (b) Shares  subject to (i) the portion of one or more  outstanding  options
which are not exercised or surrendered  prior to expiration or  termination  and
(ii) outstanding  options  canceled in accordance with the  cancellation-regrant
provisions of Section 9 will be available for subsequent  option grants or stock
issuances under the 2005 Plan.

     (c) In the event any change is made to the Common Stock  issuable under the
2005 Plan by reason of any stock dividend,  stock split,  combination of shares,
exchange of shares or other change  affecting the outstanding  Common Stock as a
class without receipt of  consideration,  then appropriate  adjustments shall be
made to (i) the aggregate  number and/or class of shares issuable under the 2005
Plan and (ii) the  aggregate  number and/or class of shares and the option price
per share in effect  under  each  outstanding  option  in order to  prevent  the
dilution or enlargement of benefits  thereunder.  The adjustments  determined by
the 2005 Plan Administrator shall be final, binding and conclusive.

     (d)  Common  Stock  issuable  under  the 2005 Plan may be  subject  to such
restrictions  on transfer,  repurchase  rights or other  restrictions  as may be
determined by the Plan Administrator.

     TERMS AND CONDITIONS OF OPTIONS.  Options granted pursuant to the 2005 Plan
shall be  authorized  by action of the 2005 Plan  Administrator  and may, at the
discretion  of the 2005 Plan  Administrator,  be  either  Incentive  Options  or
Non-Statutory  Options.  Each  granted  option shall be evidenced by one or more
instruments  in the form  approved  by the 2005  Plan  Administrator;  PROVIDED,
HOWEVER,  that each such instrument  shall comply with and incorporate the terms
and conditions  specified  below.  In addition,  each  instrument  evidencing an
Incentive Option shall be subject to the applicable provisions of Section 7.

(a) OPTION PRICE

     (1)  The  option   price  per  share  shall  be  fixed  by  the  2005  Plan
Administrator.

                                       12



     (2) The option  price shall  become  immediately  due upon  exercise of the
option, and subject to the provisions of Section 11, shall be payable in cash or
check drawn to the Corporation's  order.  Should the  Corporation's  outstanding
Common Stock be registered under Section 12(g) of the Securities Exchange Act of
1934, as amended (the "1934 Act") at the time the option is exercised,  then the
option price may also be paid as follows:

          (A) in shares of Common Stock held by the  optionee for the  requisite
     period  necessary  to  avoid a charge  to the  Corporation's  earnings  for
     financial  reporting  purposes  and  valued  at Fair  Market  Value  on the
     Exercise Date; or

          (B) through a special sale and remittance  procedure pursuant to which
     the  Optionee  (i) is to  provide  irrevocable  written  instructions  to a
     designated  brokerage  firm to effect the  immediate  sale of the purchased
     shares and remit to the  Corporation,  out of the sale proceeds,  an amount
     sufficient  to cover the  aggregate  option price payable for the purchased
     shares plus all applicable  Federal and State income and  employment  taxes
     required to be withheld by the  Corporation  by reason of such purchase and
     (ii) concurrently provides written directives to the Corporation to deliver
     the  certificates  for the purchased shares directly to such brokerage firm
     in order to effect the sale transaction.

(b) TERM AND EXERCISE OF OPTIONS.  Each option granted under the 2005 Plan shall
be exercisable at such time or times, during such period, and for such number of
shares as shall be  determined by the 2005 Plan  Administrator  and set forth in
the stock option agreement  evidencing such option.  However,  no option granted
under the 2005 Plan shall have a term in excess of ten (10) years from the grant
date.

(c) TERMINATION OF SERVICE

     (1) The 2005 Plan Administrator shall have complete discretion to limit the
period  of time  that an option  granted  under  the 2005 Plan may be  exercised
should the Optionee cease to remain in Service for any reason  (including  death
or  Permanent  Disability).  In no  event,  however,  shall  any such  option be
exercisable after the specified  expiration date of the option term. During such
limited period of exercisability,  the option may not be exercised for more than
that number of shares (if any) for which such option is  exercisable on the date
of the  Optionee's  cessation of Service.  Upon the expiration of such period or
(if earlier) upon the expiration of the option term, the option shall  terminate
and cease to be exercisable.

     (2) Notwithstanding subsection (1) above, the 2005 Plan Administrator shall
have complete  discretion,  exercisable either at the time the option is granted
or at the time the Optionee  ceases  Service,  to allow one or more  outstanding
options   held  by  the  Optionee  to  be   exercised,   during  the  period  of
exercisability  following  the  Optionee's  cessation of Service,  not only with
respect to the number of shares for which the option is exercisable.

     (3)  Notwithstanding  any provision of this 2005 Plan to the contrary,  any
options granted under this 2005 Plan shall terminate as of the date the Optionee
ceases to be in the Service of the  Corporation  if the Optionee was  terminated
for "cause" or could have been  terminated  for  "cause." If the Optionee has an
employment  or a consulting  agreement  with the  Corporation,  the term "cause"
shall  have  the  meaning  given  that  term  in the  employment  or  consulting
agreement.  If the Optionee does not have an employment or consulting  agreement
with the  Corporation,  or if such  employment or consulting  agreement does not
define  the term  "cause,"  the term  "cause"  shall  mean:  (A)  misconduct  or
dishonesty that materially adversely affects the Corporation,  including without
limitation (i) an act materially in
                                       13


conflict with the financial interests of the Corporation, (ii) an act that could
damage the  reputation or customer  relations of the  Corporation,  (iii) an act
that could subject the Corporation to liability, (iv) an act constituting sexual
harassment or other violation of the civil rights of co-workers,  (v) failure to
obey any lawful  instruction of the Board or any officer of the  Corporation and
(vi) failure to comply with,  or perform any duty required  under,  the terms of
any  confidentiality,  inventions or non-competition  agreement the Optionee may
have with the Corporation,  or (B) acts constituting the unauthorized disclosure
of any of the trade  secrets or  confidential  information  of the  Corporation,
unfair competition with the Corporation or the inducement of any customer of the
Corporation to breach any contract with the  Corporation.  The right to exercise
any  option  shall  be  suspended  automatically  during  the  pendency  of  any
investigation  by the Board,  or its designee,  and/or any  negotiations  by the
Board, or its designee, and the Optionee, regarding any actual or alleged act or
omission by the Optionee of the type described in this paragraph.

(d)  SHAREHOLDER  RIGHTS.  An  Optionee  shall  have  none  of the  rights  of a
shareholder with respect to any shares covered by the option until such Optionee
shall have exercised the option and paid the option price.

(e) TRANSFERABILITY.  Unless otherwise specified in the Agreement relating to an
option, options granted hereunder may be transferable (i) by will or the laws of
descent and distribution,  (ii) pursuant to beneficiary  designation  procedures
approved by the Company,  (iii) pursuant to a domestic  relations order, (iv) to
one or more  family  members of the  optionee,  (v) to a trust or trusts for the
exclusive  benefit  of the  optionee  and/or one or more  family  members of the
optionee,  (vi) to a partnership in which the optionee and/or one or more family
members of the  optionee  are the only  partners,  (vii) to a limited  liability
company in which the optionee  and/or one or more family members of the optionee
are the only  members,  or (viii) to such other  persons or  entities  as may be
specified in the  agreement  relating to an option or approved in writing by the
Committee  prior  to  such  transfer.  Except  to the  extent  permitted  by the
preceding sentence,  each option may be exercised during the optionee's lifetime
only by the optionee or the optionee's legal  representative  or similar person.
Except as  permitted by the second  preceding  sentence,  (i) no option  granted
hereunder  shall  be  sold,  transferred,   assigned,   pledged,   hypothecated,
encumbered  or otherwise  disposed of (whether by operation of law or otherwise)
or be subject to  execution,  attachment  or similar  process  and (ii) upon any
attempt to so sell, transfer, assign, pledge, hypothecate, encumber or otherwise
dispose of any option granted  hereunder,  such option and all rights thereunder
shall immediately become null and void.

     INCENTIVE  OPTIONS.  The  terms and  conditions  specified  below  shall be
applicable  to all  Incentive  Options  granted  under the 2005 Plan.  Incentive
Options may only be granted to individuals who are Employees.  Options which are
specifically designated as Non-Statutory Options when issued under the 2005 Plan
shall NOT be subject to such terms and conditions.

     (a) OPTION PRICE. The option price per share of the Common Stock subject to
an Incentive Option shall in no event be less than one hundred percent (100%) of
the Fair Market Value of a share of Common Stock on the grant date; provided, if
the  individual  to whom the  option  is  granted  is at the time a Ten  Percent
Shareholder,  then the option price per share shall not be less than one hundred
ten  percent  (110%) of the Fair Market  Value of the Common  Stock on the grant
date.

                                       14




     (b) DOLLAR  LIMITATION.  The aggregate Fair Market Value  (determined as of
the respective date or dates of grant) of the Common Stock for which one or more
options  granted to any Employee  under this 2005 Plan (or any other option 2005
Plan of the  Corporation  or any Parent or Subsidiary  corporation)  may for the
first time become  exercisable as Incentive  Stock Options under the Federal tax
laws  during any one  calendar  year  shall not  exceed  the sum of one  hundred
thousand dollars  ($100,000).  To the extent the Employee holds two or more such
options which become exercisable for the first time in the same calendar year,

the foregoing  limitation  on the  exercisability  thereof as Incentive  Options
under the  Federal  tax laws shall be applied on the basis of the order in which
such options are granted.

     (c) OPTION TERM FOR TEN  PERCENT  SHAREHOLDER.  No option  granted to a Ten
Percent Shareholder shall have a term in excess of five (5) years from the grant
date.

     (d) ACCELERATED TERMINATION OF OPTION TERM. The option term shall terminate
prior to the expiration date established by the 2005 Plan  Administrator  should
any of the following provisions become applicable:

          (1) Except as  otherwise  provided in  subparagraph  (2) or (3) below,
     should an  Optionee  cease to remain in  Service  while  his/her  option is
     outstanding, then the period for exercising his/her option shall be reduced
     to a three (3) month period  commencing  with the date of such cessation of
     Service, but in no event shall such option be exercisable at any time after
     the expiration  date. Upon the expiration of such three (3) month period or
     (if earlier) upon the expiration date, the option shall terminate and cease
     to be outstanding.

          (2) Should  the  Optionee  die while  his/her  option is  outstanding,
     his/her option shall cease to be  exercisable,  upon the EARLIER of (a) the
     expiration  of the  twelve  (12)  month  period  measured  from the date of
     Optionee's  death  or (b) the  expiration  date  of the  option.  Upon  the
     expiration  of such  twelve  (12)  month  period or (if  earlier)  upon the
     expiration date, the option shall terminate and cease to be outstanding.

          (3) Should  the  Optionee  become  Permanently  Disabled  and cease by
     reason  thereof to remain in Service while his/her  option is  outstanding,
     then the  Optionee  shall have a period of twelve (12)  months  (commencing
     with  the date of such  cessation  of  Service)  during  which to  exercise
     his/her  option,  but in no event shall this option be  exercisable  at any
     time after the expiration  date of the option.  Upon the expiration of such
     limited period of  exercisability or (if earlier) upon the expiration date,
     his/her option shall terminate and cease to be outstanding.

          (4) During  the  limited  period of  exercisability  applicable  under
     subparagraphs  (1),  (2),  or  (3)  above,  the  Optionee's  option  may be
     exercised for any or all of the option shares in which the Optionee, at the
     time  of  cessation  of  Services,   is  vested  in  accordance   with  the
     exercise/vesting provisions specified in his/her stock option documents.

     (e)  TRANSFERABILITY.   An  Incentive  Option  shall  not  be  transferable
otherwise  than by  will or the  laws of  descent  and  distribution  and may be
exercisable  during  the  Optionee's  lifetime  only  by  such  Optionee  or the
Optionee's  legal  representative  or similar person.  Except as modified by the
preceding  provisions  of this  Section 7, all the  provisions  of the 2005 Plan
shall be applicable to the Incentive Options granted hereunder.

                                       15



     CORPORATE TRANSACTION.

     (a) In the event of any  Corporate  Transaction,  each  option  outstanding
under the 2005 Plan shall  terminate  upon the  consummation  of such  Corporate
Transaction  and  cease  to be  exercisable,  unless  assumed  by the  successor
corporation or parent thereof.

     (b) In  connection  with  any such  Corporate  Transaction,  the 2005  Plan
Administrator  may,  at  its  sole  discretion,   (i)  accelerate  each  or  any
outstanding  option  under the 2005 Plan so that each or any such option  shall,
immediately   prior  to  the  specified   effective   date  for  such  Corporate
Transaction, become fully exercisable with respect to the total number of shares
of Common Stock at the time subject to such option and may be exercised  for all
or any portion of such shares,  (ii) arrange for each or any outstanding  option
to either to be assumed by the successor  corporation or parent thereof or to be
replaced with a comparable option to purchase shares of the capital stock of the
successor  corporation  or parent  thereof,  (iii)  arrange for the option to be
replaced by a comparable  cash  incentive  program of the successor  corporation
based on the option  spread (the  amount by which the Fair  Market  Value of the
shares of Common  Stock at the time  subject  to the option  exceeds  the option
price  payable for such  shares) or (iv) take none of the actions  described  in
clauses  (i),  (ii) or (iii) above and allow the option to terminate as provided
in Section 2(a) above. The determination of comparability under clauses (ii) and
(iii) above shall be made by the 2005 Plan Administrator, and such determination
shall be final and conclusive.

     (c) The  exercisability  as Incentive  Stock  Options under the Federal tax
laws of any options  accelerated  in connection  with the Corporate  Transaction
shall remain subject to the applicable dollar limitation of subsection 7(b).

     (d) If the  outstanding  options  under  the 2005 Plan are  assumed  by the
successor  corporation (or parent  thereof) in the Corporate  Transaction or are
otherwise to continue in effect following such Corporate Transaction,  then each
such  assumed or  continuing  option  shall,  immediately  after such  Corporate
Transaction,  be  appropriately  adjusted to apply and pertain to the number and
class of  securities  or other  property  that would have been  issuable  to the
option holder, in consummation of the Corporate Transaction, had the option been
exercised immediately prior to such Corporate Transaction.

     (e) The grant of  options  under  this 2005 Plan shall in no way affect the
right of the Corporation to adjust,  reclassify,  reorganize or otherwise change
its capital or business structure or to merge, consolidate,  dissolve, liquidate
or sell or transfer all or any part of its business or assets.

     CANCELLATION AND NEW GRANT OF OPTIONS.  The 2005 Plan  Administrator  shall
have the  authority  to  effect,  at any time  and from  time to time,  with the
consent of the affected  Optionees,  the  cancellation of any or all outstanding
options under the 2005 Plan and to grant in  substitution  therefore new options
under the 2005 Plan  covering the same or different  numbers of shares of Common
Stock but having,  in the case of an Incentive Option, an option price per share
not less than one hundred  percent (100%) of such Fair Market Value per share of
Common  Stock  on  the  new  grant  date,  or,  in  the  case  of a Ten  Percent
Shareholder,  not less  than one  hundred  and ten  percent  (110%) of such Fair
Market Value.

                                       16




     EXTENSION OF EXERCISE PERIOD. The 2005 Plan  Administrator  shall have full
power and authority to extend  (either at the time when the option is granted or
at any time while the option remains  outstanding)  the period of time for which
the  option is to remain  exercisable  following  the  Optionee's  cessation  of
Service,  from the  limited  period set forth in the option  agreement,  to such
greater period of time as the 2005 Plan Administrator may deem appropriate under
the circumstances.  In no event, however, shall such option be exercisable after
the specified expiration date of the option term.  

LOANS.

     (a) The 2005 Plan  Administrator  may assist  any  Optionee  (including  an
Optionee  who is an officer or director of the  Corporation)  in the exercise of
one or more options granted to such Optionee under the 2005 Plan,  including the
satisfaction  of any Federal and State  income and  employment  tax  obligations
arising therefrom, by:

          (1)  authorizing  the extension of a loan from the Corporation to such
     Optionee, or

          (2)  permitting the Optionee to pay the option price for the purchased
     Common Stock in installments over a period of years.

     (b) The terms of any loan or installment  method of payment  (including the
interest  rate and terms of  repayment)  shall be  established  by the 2005 Plan
Administrator  in its sole  discretion.  Loans or  installment  payments  may be
granted  with or without  security or  collateral;  however,  any loan made to a
consultant or other non-employee director must be secured by property other than
the  purchased  shares  of Common  Stock.  In all  events,  the  maximum  credit
available  to each may not  exceed  the SUM of (i) the  aggregate  option  price
payable for the  purchased  shares less the  aggregate par value for such shares
plus (ii) any Federal and State income and employment tax liability  incurred by
the Optionee in connection with such exercise.

     (c) The 2005 Plan Administrator may, in its absolute discretion,  determine
that one or more loans extended under the financial  assistance program shall be
subject to  forgiveness  by the  Corporation in whole or in part upon such terms
and conditions the Board in its discretion deems appropriate.

AMENDMENT OF THE 2005 PLAN AND AWARDS.

     (a) The Board shall have  complete  and  exclusive  power and  authority to
amend or modify the 2005 Plan in any or all  respects  whatsoever.  However,  no
such amendment or modification shall adversely affect the rights and obligations
of an Optionee  with respect to options at the time  outstanding  under the 2005
Plan, nor adversely  affect the rights of any Participant with respect to Common
Stock  issued  under the 2005 Plan prior to such  action,  unless  the  Optionee
consents  to such  amendment.  In  addition,  the Board  shall not,  without the
approval  of  the  Corporation's  shareholders,  amend  the  2005  Plan  to  (i)
materially  increase the maximum  number of shares  issuable under the 2005 Plan
(except  for  permissible  adjustments  under  Section  4(c)),  (ii)  materially
increase the benefits  accruing to individuals who participate in the 2005 Plan,
or (iii) materially modify the eligibility requirements for participation in the
2005 Plan.

                                       17



     (b) Options to  purchase  shares of Common  Stock may be granted  under the
2005  Plan  which are in excess of the  number  of  shares  then  available  for
issuance under the 2005 Plan,  provided any excess shares  actually issued under
the 2005 Plan are held in escrow until there is obtained shareholder approval of
an  amendment  sufficiently  increasing  the  number of  shares of Common  Stock
available for issuance under the 2005 Plan. If such shareholder  approval is not
obtained  within twelve (12) months after the date the initial excess  issuances
are made,  then (i) any  unexercised  options  representing  such  excess  shall
terminate and cease to be exercisable  and (ii) the  Corporation  shall promptly
refund to the Optionees the option price paid for any excess shares issued under
the 2005 Plan and held in escrow,  together  with  interest  (at the  applicable
Short Term Federal Rate) for the period the shares were held in escrow.

EFFECTIVE DATE AND TERM OF 2005 PLAN.

     (a) The 2005 Plan  shall  become  effective  when  adopted by the Board and
approved by the Corporation's shareholders.  If such shareholder approval is not
obtained within twelve (12) months after the date of the Board's adoption of the
2005  Plan,  then all  options  previously  granted  under the 2005  Plan  shall
terminate,  and no further options shall be granted. Subject to such limitation,
the 2005 Plan  Administrator  may grant  options under the 2005 Plan at any time
after the effective date and before the date fixed herein for termination of the
2005 Plan.

     (b) The 2005 Plan shall  terminate  upon the EARLIER of (i) ten years after
the adoption of the 2005 Plan or (ii) the date on which all shares available for
issuance  under  the 2005 Plan have been  issued  or  canceled  pursuant  to the
exercise or surrender  of options  granted  under the 2005 Plan.  If the date of
termination is determined under clause (i) above, then no options outstanding on
such date under the 2005 Plan shall be affected by the  termination  of the 2005
Plan, and such securities shall thereafter  continue to have force and effect in
accordance  with the provisions of the stock option  agreements  evidencing such
Options.

     USE OF PROCEEDS.  Any cash proceeds  received by the  Corporation  from the
issuance of shares of Common Stock under the 2005 Plan shall be used for general
corporate purposes.

     WITHHOLDING.  The  Corporation's  obligation  to  deliver  shares  upon the
exercise  or  surrender  of any  options  granted  under the 2005 Plan  shall be
subject to the  satisfaction of all applicable  Federal,  State and local income
and employment tax withholding requirements.

     REGULATORY APPROVALS.  The implementation of the 2005 Plan, the granting of
any  options  under the 2005 Plan,  and the  issuance  of Common  Stock upon the
exercise or surrender of the option  grants made  hereunder  shall be subject to
the  Corporation's   procurement  of  all  approvals  and  permits  required  by
regulatory  authorities  having  jurisdiction  over the 2005 Plan,  the  options
granted under it, and the Common Stock issued pursuant to it.

         THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" ADOPTION OF THE
                        COMPANY'S 2005 STOCK OPTION PLAN
                            ------------------------

                                       18




ANNUAL MEETING OF SHAREHOLDERS

     At the date of this proxy  statement,  no other matter will  presented  for
action at the Annual meeting.  Only those matters  proposed as discussed will be
voted on at the  meeting.  Shareholders  may propose  matters to be presented at
shareholder  meetings and also nominate  directors.  Shareholder  proposals must
conform to the standards set out by the Securities  Exchange Commission and must
be received at our principal offices on or before,  March,  2006, in order to be
included in future proxy  materials,  if any, or presentation at our next annual
meeting of shareholders, anticipated in July, 2006.

VOTING SECURITIES AND BENEFICIAL OWNERSHIP


     As of the call date of the  meeting,  June 13,  2005,  the total  number of
common shares outstanding and entitled to vote was 15,826,670.


     The  holders of such  shares are  entitled to one vote for each share being
held on the  record  date.  There is no  cumulative  voting on any matter on the
agenda of this meeting.  No additional  shares will be issued subsequent to call
date and prior to meeting.

REPORT AVAILABLE

     A copy of our most current  Annual Report on form 10KSB is attached  hereto
and later  filings  may be  obtained  without  charge,  by  writing  Angela  Du,
President, #900 - 789 West Pender Street, Vancouver, B.C. Canada V6C 1H2.

                        DIRECTORS AND EXECUTIVE OFFICERS


     The directors and executive officers of the Company as of June 13, 2005 are
as follows:


        Xiao-qing (Angela) Du, President and Director
        Ernest Cheung, Secretary/Treasurer and Director
        Greg Ye, Director
        Michael J.P. Moen, Director

     The  directors of the Company hold office until the next annual  meeting of
the  shareholders  and  until  their  successors  have  been  duly  elected  and
qualified.  The officers of the Company are elected at the annual meeting of the
Board of  Directors  and hold  office  until  their  successors  are  chosen and
qualified or until their death,  resignation,  or removal. The Company presently
has no executive committee.


    NAME             AGE    POSITION WITH THE COMPANY    TERM  PERIOD OF SERVICE
    ----             ---    -------------------------    ----  -----------------

Angela Du            34     President, CEO,              Annual    since 1996
                            and Director

Ernest Cheung        54     Secretary, Treasurer,        Annual    since 1998
                            and Director

Greg Ye              36     Director                     Annual    since 2005

Michael J.P. Moen    33     Director                     Annual    since 2005

                                       19



Executive Compensation
------------------------
Remuneration
-------------

     The  following  information  is set forth with respect to all  remuneration
paid by the Company  during the year ended  December  31, 2004 to the  Company's
five most highly paid executive  officers or directors whose total  remuneration
exceeded $50,000, and to all directors and officers as a group:




                             SUMMARY COMPENSATION TABLE OF EXECUTIVES
                        Cash Compensation             Security Grants
----------------------------------------------------------------------------------------------------------
                                                                         
Name and      Year  Salary  Bonus Annual      Restricted Securities   Long Term           LTIP      All Other
Principal                         Compensation Stock     Underlying   Compensation/       Payments  Compensation
Position                            /Other($)    Awards    Options/     Options
                                                            SARs(#)
                                                            (SHARES)
----------------------------------------------------------------------------------------------------------
Xiao-qing Du  2001  32,084    0           0     0         0                0              0              0
President of  2002   4,809    0           0     0         0                0              0              0
Infornet            (CDN)
Subsidiary    2003       0    0           0     0         0                0              0              0
              2004       0    0           0     0         0                0              0        330,000(2)
-------------------------------------------------------------------------------------------------------------
Ernest Cheung 2001       0    0      24,000     0         0                0              0              0
Secretary(1)  2002       0    0      24,000     0         0                0              0              0
                                      (CDN)
              2003       0    0           0     0         0                0              0              0
              2004       0    0           0     0         0                0              0        165,000(2)
-------------------------------------------------------------------------------------------------------------
Officers as   2001  32,084    0      24,000     0         0                0              0              0
A Group       2002   4,809    0      24,000     0         0                0              0              0
                     (CDN)            (CDN)
              2003       0    0           0     0         0                0              0              0
              2004       0    0           0     0         0                0              0        495,000
-------------------------------------------------------------------------------------------------------------


     (1) Ernest Cheung received 16,667 options to buy 16,667 shares at $3.90 per
share,  plus  Richco  Investors,  Inc.  of which Mr.  Cheung is an  officer  and
director, and Mr. Tsakok is an officer and director,  received 128,333 units for
services in  structuring  the private  placement.  Mr. Tsakok has resigned as an
officer and Director of the Company.

     (2) Options at $.30 per share expiring August 1, 2007.

   There have been no  Option/SAR  grants or  exercises  in the last fiscal year
reportable under Reg. S-B, 402(c) or (d).

                                       20



(b) Directors' Compensation

     Directors who are also officers of China Mobility  Solutions,  Inc. receive
no cash compensation for services as a director.  However, the directors will be
reimbursed for out-of-pocket  expenses incurred in connection with attendance at
board and committee meetings. The Company has granted options to directors under
its Stock Incentive Plan subsequently adopted.




                                                SUMMARY COMPENSATION TABLE OF DIRECTORS
                                                        (To December 31, 2004)
                        Cash Compensation               Security Grants
-------------------------------------------------------------------------------------------------------------
                                                                       
Name and       Year    Annual   Meeting  Consulting Number       Securities          LTIP      All Other
Principal              retainer Fees ($) Fees/Other   of         Underlying          Payments  Compensation
Position               Fees ($)          Fees($)    Shares (#)   Options/SARs(#)
                                                                        (SHARES)
------------------------------------------------------------------------------------------------------------
Xiao-qing Du,  2001    0          0        0           0           0                 0              0
Director       2002    0          0        0           0           0                 0              0
               2003    0          0        0           0           0                 0              0
            (*)2004    0          0        0           0           0                 0              0
-------------------------------------------------------------------------------------------------------------
Ernest Cheung, 2001    0          0        0           0           0                 0              0
Director       2002    0          0        0           0           0                 0              0
               2003    0          0        0           0           0                 0              0
            (*)2004    0          0        0           0           0                 0              0
------------------------------------------------------------------------------------------------------------
Greg Ye,       2004    0          0        0           0           0                 0              0
Director
-------------------------------------------------------------------------------------------------------------
Michael J.P.   2004    0          0        0           0           0                 0              0
Moen, Director
------------------------------------------------------------------------------------------------------------
Maurice Tsakok 2001    0          0       24,000 CDN   0           0                 0              0
Director(1)    2002    0          0       24,000 CDN   0           0                 0              0
(Resigned      2003    0          0        0           0           0                 0              0
2004)          2004    0          0        0           0           0                 0              0
------------------------------------------------------------------------------------------------------------
Directors as a 2001    0          0       84,000 CDN   0           0                 0              0
group          2002    0          0       54,000 CDN   0           0                 0              0
               2003    0          0        0           0           0                 0              0
               2004    0          0        0           0           0                 0              0
------------------------------------------------------------------------------------------------------------


(1) On July 15, 2004, Maurice Tsakok resigned as the director of the Company.

*  See Executive Compensation Table.

     There have been no  Option/SAR  grants or exercises in the last fiscal year
reportable under Reg. S-B, 402(c) or (d).

                                       21




     Termination of Employment and Change of Control Arrangements:

     None.

     Stock purchase options: (Note all of these options are subject to the 1 for
3 reverse split  effectuated in 2004.  This would reduce the options by a factor
of 3 and increase the exercise price by a factor of 3.)

     On  November  12, 1999 the Company  granted  options to purchase  shares at
$1.30 per share to  entities/persons  who  contributed  to the  Company in 1999,
which are unexpired, as follows:

     (a)  262,000  options  to  Gemsco  Management  Ltd.,  beneficially  Maurice
          Tsakok,  for  designing  and  implementing  the  Company's   corporate
          website, advising on technological matters, researching the technology
          sector and for services as a director;
     (b)  262,000  options  to Farmind  Link Corp.  for their role as advisor on
          strategic issues,  technology market trends, and financial and capital
          market issues;
     (c)  262,000 options to Sinhoy Management Ltd., beneficially Marc Hung, for
          their contributions to the general management of our company, investor
          relations, technological matters and for services as a director;
     (d)  212,000  options  to  Lancaster  Pacific  Investment,  Ltd.  for their
          contributions  in the  areas of  regulatory  matters,  Chinese  market
          conditions and strategies aimed at penetrating that market;
     (e)  50,000 options to Ernest Cheung for services rendered as secretary and
          director;
     (f)  20,000  options  to  Yonderiche  International  Consultants  Ltd.  for
          services rendered in matters regarding Chinese government policies and
          regulations; and


                                  LONG TERM COMPENSATION
                                  ----------------------
                                       Options
                        Restricted     & SARs
                        Stock          LTIP          LTIP           Other
                        Awards         Payouts       Payouts        Compensation
                        ------         -------       -------        ------------

Angela Du                None           None         None           None

Ernest Cheung            None           None         None           None


Option/SAR Granted During the Last Fiscal Year
----------------------------------------------

     No Options were granted during the last fiscal year.

                                       22


Long Term Incentive Plans/Awards in Last Fiscal Year
----------------------------------------------------

     None


     (1) None of the current  directors  of the Company  will devote  their full
time to the management of the Company.


 Stock Purchase Plans; Profit Sharing and Thrift Plans
 -----------------------------------------------------

     Presently the Company has no stock purchase plans, profit-sharing or thrift
plans.

Options, Warrants or Rights
----------------------------



             Summary of Outstanding Options as of January 17, 2005

                                                                   
                     Award
Issued To            Date          Amount/Price    Term         Effective Date        Comments
---------            ----          ------------    ----         --------------        ---------
None

     TOTAL


Compensation Committee Interlocks
---------------------------------

     The  Securities  and  Exchange  Commission  requires  disclosure  where  an
executive  officer  of a  company  served  or  serves  as a  director  or on the
compensation  committee  of an entity  other than the Company  and an  executive
officer  of  such  other  entity  served  or  serves  as a  director  or on  the
compensation  committee  of the  Company.  The  Company  does  not have any such
interlocks.  Decisions as to executive compensation are made by the Compensation
Committee.

Audit Committee
---------------

     The Company does not have an Audit Committee.

                                       23



Code of Ethics
--------------

     The Company has not adopted a Code of Ethics for the Board and the salaried
employees.

 Committees and Procedures

     (1)  The registrant  has no standing  audit,  nominating  and  compensation
          committees of the Board of Directors, or committees performing similar
          functions.  The Board  acts  itself in lieu of  committees  due to its
          small size.

     (2)  The view of the board of directors is that it is  appropriate  for the
          registrant  not  to  have  such  a  committee  because  all  directors
          participate in the consideration of director nominees and the board is
          so small.

     (3)  Each of the members of the Board which acts as nominating committee is
          not  independent,  pursuant to the  definition  of  independence  of a
          national  securities  exchange  registered pursuant to section 6(a) of
          the Act (15 U.S.C. 78f(a).

     (4)  The   nominating   committee   has  no  policy   with  regard  to  the
          consideration  of any  director  candidates  recommended  by  security
          holders,   but  the  committee  will  consider   director   candidates
          recommended by security holders.

     (5)  The  basis  for  the  view  of  the  board  of  directors  that  it is
          appropriate for the registrant not to have such a policy is that there
          is no need to adopt a policy for a small company.

     (6)  The  nominating  committee  will consider  candidates  recommended  by
          security   holders,   and  by  security  holders  in  submitting  such
          recommendations; should provide a completed Directors Questionnaire to
          the Company.

     (7)  There are no  specific,  minimum  qualifications  that the  nominating
          committee  believes must be met by a nominee  recommended  by security
          holders except to find anyone willing to serve with clean  background.
          There  are no  differences  in the  manner  in  which  the  nominating
          committee evaluates nominees for director based on whether the nominee
          is recommended by a security holder, or found by the board.

     (8)  The  nominating  committee's  process for  identifying  and evaluation
          nominees for  director,  including  nominees  recommended  by security
          holders,  is to find  anyone  willing to serve with clean  background.
          There  are no  differences  in the  manner  in  which  the  nominating
          committee evaluates nominees for director based on whether the nominee
          is recommended by a security holder, or found by the board.

                                       24



     (9)  With regard to each nominee  approved by the nominating  committee for
          inclusion on the registrant's  proxy card (other than nominees who are
          executive  officers or who are  directors  standing for  re-election),
          state  which one or more of the  following  categories  of  persons or
          entities recommended that nominee: Legal Counsel to Company.

PRINCIPAL HOLDERS OF VOTING SECURITIES

   (a)  Beneficial  owners of five  percent (5%) or greater,  of Company  common
stock: The following sets forth information with respect to ownership by holders
of more than five percent  (5%) of its common  stock known by the Company  based
upon  15,826,670  shares  outstanding  at December 31, 2004, and in the event of
exercise of all options for our stock.



Title of        Name and Address                           Amount of                 Percent of          If
Class           of Beneficial Owner                        Beneficial Interest       Class               options
                                                                                                      exercised*
---------------------------------------------------------------------------------------------------------------
                                                                                             
Common          Xiao-qing Du
Stock           Ste. 900-789 West Pender St.               1,250,000                 7.9%                7.6%
                Vancouver, BC V6C 1H2                      (2)(9)
Common          Richco Investors, Inc.                     1,137,999                 7.2%                6.9%
Stock           Ste. 830-789 West Pender St.               (1)(3)(4)(7)
                Vancouver, BC V6C 1H2
Common          Ernest Cheung                              1,446,333                 9.1%                8.8%
Stock           Ste. 830-789 West Pender St.               (1)(3)(6)(7)(9)
                Vancouver, BC V6C 1H2
Common          Maurice Tsakok                             1,225,333                 7.7%                7.4%
Stock           Ste. 830-789 West Pender St.               (1)(3)(5)
                Vancouver, BC V6C 1H2
Common          QuickNet Partners                          2,040,000                 12.9%               12.4%
Stock           #1859 New Century Office Tower
                Beijing China
Common          Zeth Zhang                                 1,333,333                  8.4%                8.1%
Stock           14-F Hutchison House
                10 Harcourt Road, Hong Kong
Common          Grace Ding                                 1,333,333                  8.4%                8.1%
Stock           14-143 Dahongmen Street
                Fengtai District, Beijing, China
Common          Jerry Wang                                 1,400,000                  8.8%                8.5%
Stock           17-2-101 New Zhongxili
                East District, Beijing, China
Common          Susan Wen                                  1,528,000                  9.7%                9.3%
Stock           502-16 No. 3 Street
                Zhongguancun, Haidian District
                Beijing, China


Includes options exercisable within 30 days.

                                       25




     (b) The following sets forth information with respect to the Company common
stock beneficially owned by each Officer and Director,  and by all Directors and
Officers as a group,  at December 31, 2004,  and in the event of exercise of all
options  for our stock  held by such  listed  holders  and their  affiliates  or
beneficial owners.


Title of        Name and Address                            Amount of                 Percent of     All
Class           of Beneficial Owner                         Beneficial Interest       Class          warrants
                                                                                                     exercised**
---------------------------------------------------------------------------------------------------------------
                                                                                          
Common          Xiao-qing Du (Director)                     1,250,000                 7.9%           7.6%
Stock           Ste. 900-789 West Pender St.                (2)(8)
                Vancouver, B.C.  V6C 1H2
Common          Ernest Cheung                               1,446,333                 9.1%           7.3%
Stock           (Secretary & Director)                      (1)(3)(4)(5)(6)(8)
                (Including Richco Investors)
Common          Maurice Tsakok                              1,225,333                 7.7%           6.2%
Stock           (Including Richco Investors)                (1)(3)(4)(5)(6)(8)

Total for officers and directors as a group                 2,696,333                 16.4           13.3


     (1)  Richco Investors, Inc., owns 1,137,999 shares after the reverse split.
          Messrs.  Cheung and  Tsakok are  officers,  directors  and  beneficial
          owners of Richco Investors Inc. For purposes of this table, the shares
          owned  by  Richco  are  deemed  owned  by  Mr.Cheung  and Mr.  Tsakok,
          beneficially and individually.  Mr. Cheung received 165,000 options in
          2004.

     (2)  As an officer Ms. Du received 330,000 options in 2004.

     (3)  Ernest Cheung has 16,667 options (after the reverse split) to purchase
          shares at $3.90 and 165,000 options at $.30.

     (4)  Maurice  Tsakok has 87,333 options after the reverse split to purchase
          shares at $3.90.

     (5)  Ernest Cheung is President of Development Fund II of Nova Scotia, Inc.
          which owns 63,333 common shares after the reverse split.

     (6)  Includes all shares of Richco Investors,  Inc., Ernest Cheung, Maurice
          Tsakok,  and Development  Fund II of Nova Scotia since there is common
          control.

                                       26



     (7)  Assumes  exercise of all warrants and options  within 60 days pursuant
          to Rule 13(d)3(d)(i).

     (8)  QuickNet Partners owns 2,040,000 common shares after the reverse split
          for the acquisition.

     (9)  XiaoQing Du owns 330,000 post  reverse  split  options at the exercise
          price of $0.30;  Ernest Cheung owns 165,000 post reverse split options
          at the exercise price of $0.30.

          *If all warrants for units are exercised.

          **If all warrants and options for shares are exercised.

COMPLIANCE  WITH  SECTION  16  OF  THE  SECURITIES  EXCHANGE  ACT

     Under  Section  16 of the  Securities  Exchange  Act  1934,  the  Company's
directors and executive officers and persons holding more than 10% of its common
stock are  required  to  report  their  initial  ownership  of common  stock and
subsequent  changes to that ownership to the Securities and Exchange  Commission
by  specified  due  dates.  To  the  Company's  knowledge  all of  these  filing
requirements were satisfied.

     The Company's  Annual Report on Form 10-KSB for the year ended December 31,
2004 (the "Form 10-KSB") is being furnished  simultaneously  herewith.  The Form
10-KSB is not considered a part of this Proxy Statement.

OTHER  AND  GENERAL  INFORMATION.

     Our Annual  Report on Form  10-KSB,  for the year ended  December 31, 2004,
including audited financial  statements as of that date, is available from us on
request.  Further  information is available by request or can be accessed on the
Internet.  We are subject to the  informational  requirements  of the Securities
Exchange  Act of 1934,  as  amended  (the  "Exchange  Act"),  and in  accordance
therewith  files  annual  and  quarterly  reports,  proxy  statements  and other
information with the Securities Exchange Commission (the "SEC").  Reports, proxy
statements and other information filed by China Mobility Solutions,  Inc. can be
accessed  electronically  by means of the  SEC's  home page on the  Internet  at
http://www.sec.gov  or at other Internet sites such as  http://www.freeedgar.com
or http://www.pinksheets.com.





                                       27




     You can read and copy any materials  that we file with the SEC at the SEC'S
Public Reference Room at 450 Fifth Street, N.W., Washington,  D.C. 20549. A copy
of any public filing is also available, at no charge, from the Company.


                         CHINA MOBILITY SOLUTIONS, INC.



                              Dated: June 13, 2005


                     By the order of the Board of Directors

                             /s/Angela Du
                             -----------------------
                              Angela Du, President










                                       28







                                     BALLOT

------------------------------------------------------------------------------
                         CHINA MOBILITY SOLUTIONS, INC.
                          #900 - 789 West Pender Street
                         Vancouver, B.C. Canada V6C 1H2
                                  (604)632-9638


                           PROXY FOR ANNUAL MEETING OF
                           STOCKHOLDERS, JULY 28, 2005

     The  undersigned  hereby  appoints  Angela  Du proxy,  with  full  power of
substitution,  for and in the  name or  names  of the  undersigned,  to vote all
shares of Common Stock of China Mobility  Solutions,  Inc. held of record by the
undersigned at the Annual Meeting of  Stockholders  to be held on July 28, 2005,
at 1:30 p.m., at The Sheraton Hotel, 360 Union Blvd., Lakewood, Colorado, and at
any adjournment  thereof,  upon the matters described in the accompanying Notice
of Annual Meeting and Proxy Statement,  receipt of which is hereby acknowledged,
and upon any other business that may properly come before,  and matters incident
to the  conduct  of, the  meeting or any  adjournment  thereof.  Said  person is
directed to vote on the matters  described  in the Notice of Annual  Meeting and
Proxy  Statement as follows,  and otherwise in their  discretion upon such other
business as may properly  come before,  and matters  incident to the conduct of,
the meeting and any adjournment thereof.


1.   To elect a Board of four (4) directors to hold office until the next annual
     meeting of  stockholders  or until their  respective  successors  have been
     elected and qualified:

     Nominees: Xiao-Qing (Angela) Du, Ernest Cheung, Greg Ye, Michael J.P. Moen

               [_]  FOR: nominees listed above (except as marked to the contrary
                    below).

               [_] WITHHOLD authority to vote for nominee(s) specified below.

INSTRUCTIONS: To withhold authority to vote for any individual nominee(s), write
the applicable name(s) in the space provided below.

--------------------------------------------------------------------------------
2.   To ratify the  appointment of Moen and Company as  independent  accountants
     for the period ending December 31, 2005:

         [_] FOR           [_] AGAINST               [_] ABSTAIN





3.   To increase the Company's authorized shares to 500 million shares of common
     stock.

         [_] FOR           [_] AGAINST               [_] ABSTAIN

     YOU ARE CORDIALLY  INVITED TO ATTEND THE MEETING IN PERSON.  WHETHER OR NOT
YOU PLAN TO ATTEND THE ANNUAL  MEETING,  YOU MAY SIGN AND RETURN THIS PROXY CARD
IN THE ENCLOSED ENVELOPE.

     THIS PROXY WILL BE VOTED AS DIRECTED OR, IF NO DIRECTION IS INDICATED, WILL
BE VOTED "FOR" THE STATED PROPOSALS.

                                        ----------------------------------------
                                              Signature of Stockholder


                                        ----------------------------------------
                                              Signature if held jointly

                                        Dated: __________________________, 2005

IMPORTANT:  If shares are jointly owned,  both owners should sign. If signing as
attorney, executor, administrator,  trustee, guardian or other person signing in
a  representative  capacity,   please  give  your  full  title  as  such.  If  a
corporation, please sign in full corporate name by President or other authorized
officer. If a partnership, please sign in partnership name by authorized person.


                                  EXHIBIT "A"

                             2005 STOCK OPTION PLAN

                         CHINA MOBILITY SOLUTIONS, INC.
                             2005 STOCK OPTION PLAN

1. PURPOSE

     This 2005 China  Mobility  Solutions,  Inc.  Stock  Option  Plan ("the 2005
Plan") is intended to promote the  interests  of the  Corporation  by  providing
eligible  individuals  who  are  responsible  for  the  management,  growth  and
financial  success of the Corporation or who otherwise render valuable  services
to the Corporation  with the opportunity to acquire a proprietary  interest,  or
increase their  proprietary  interest,  in the Corporation and thereby encourage
them to remain in the service of the Corporation.  Capitalized terms used herein
shall have the meanings ascribed to such terms in Paragraph 5.

2. ADMINISTRATION OF THE 2005 PLAN

(a) The 2005 Plan shall be administered by the Board. The Board, however, may at
any time appoint a committee  ("Committee") of two (2) or more Board members and
delegate to such Committee one or more of the administrative powers allocated to
the Board pursuant to the provisions of the 2005 Plan.  Members of the Committee
shall  serve for such  period of time as the  Board may  determine  and shall be
subject  to  removal  by the Board at any  time.  The Board may also at any time
terminate  the  functions of the Committee and reassume all powers and authority
previously delegated to the Committee.

     (b) The 2005 Plan Administrator (either the Board or the Committee,  to the
extent the Committee is at the time  responsible for the  administration  of the
2005 Plan) shall have full power and authority (subject to the provisions of the
2005 Plan) to establish such rules and  regulations  as it may deem  appropriate
for the proper 2005 Plan administration and to make such  determinations  under,
and issue  such  interpretations  of, the 2005 Plan and any  outstanding  option
grants or share  issuances as it may deem  necessary or advisable.  Decisions of
the 2005 Plan  Administrator  shall be final and binding on all parties who have
an interest in the 2005 Plan or any outstanding option or share issuance.

3. ELIGIBILITY

     (a) The persons eligible to receive option grants pursuant to the 2005 Plan
(each an "Optionee") are limited to the following:

          (1)  key  employees   (including   officers  and   directors)  of  the
     Corporation (or its parent or subsidiary  corporations,  if any) who render
     services which  contribute to the success and growth of the Corporation (or
     any  parent  or  subsidiary   corporations)  or  which  may  reasonably  be
     anticipated  to  contribute  to  the  future  success  and  growth  of  the
     Corporation (or any parent or subsidiary corporations);

          (2) the non-employee  members of the Board or the non-employee members
     of the board of directors of any parent or subsidiary corporations; and

          (3) those consultants or independent  contractors who provide valuable
     services to the Corporation (or any parent or subsidiary corporations).

     (b) The 2005 Plan  Administrator  shall have full  authority to  determine,
with  respect to the option  grants  made  under the 2005 Plan,  which  eligible
individuals are to receive option grants,  the number of shares to be covered by
each such grant,  the status of the granted option as either an Incentive Option
or a Non-Statutory  Option, the time or times at which each granted option is to
become  exercisable  and the  maximum  term for  which  the  option  may  remain
outstanding.

                                      - 1 -

4. STOCK SUBJECT TO THE 2005 PLAN

     (a) The  stock  issuable  under  the  2005  Plan  shall  be  shares  of the
Corporation's  authorized but unissued or reacquired  Common Stock,  $0.0001 par
value (the  "Common  Stock").  The maximum  number of shares which may be issued
over the term of the 2005 Plan  shall not exceed  3.5  million  shares of Common
Stock.  The total number of shares issuable under the 2005 Plan shall be subject
to  adjustment  from time to time in accordance  with the  provisions of Section
4(c).

     (b) Shares  subject to (i) the portion of one or more  outstanding  options
which are not exercised or surrendered  prior to expiration or  termination  and
(ii) outstanding  options  canceled in accordance with the  cancellation-regrant
provisions of Section 9 will be available for subsequent  option grants or stock
issuances under the 2005 Plan.

     (c) In the event any change is made to the Common Stock  issuable under the
2005 Plan by reason of any stock dividend,  stock split,  combination of shares,
exchange of shares or other change  affecting the outstanding  Common Stock as a
class without receipt of  consideration,  then appropriate  adjustments shall be
made to (i) the aggregate  number and/or class of shares issuable under the 2005
Plan and (ii) the  aggregate  number and/or class of shares and the option price
per share in effect  under  each  outstanding  option  in order to  prevent  the
dilution or enlargement of benefits  thereunder.  The adjustments  determined by
the 2005 Plan Administrator shall be final, binding and conclusive.

     (d)  Common  Stock  issuable  under  the 2005 Plan may be  subject  to such
restrictions  on transfer,  repurchase  rights or other  restrictions  as may be
determined by the Plan Administrator.

5. DEFINITIONS

     The following  definitions shall apply to the respective  capitalized terms
used herein:

     BOARD means the Board of Directors of China Mobility Solutions, Inc.

     CODE means the Internal Revenue Code of 1986, as amended.

     CORPORATION means China Mobility Solutions, Inc. and its successors.

     CORPORATE TRANSACTION means one or more of the following transactions:

     (a) a merger or consolidation in which the Corporation is not the surviving
entity, except for a transaction the principal purpose of which is to change the
state of the Corporation's incorporation,

     (b) the sale,  transfer or other disposition of all or substantially all of
the  assets  of  the  Corporation,  or (c)  any  reverse  merger  in  which  the
Corporation is the surviving  entity but in which fifty percent (50%) or more of
the Corporation's  outstanding  voting stock is transferred to holders different
from those who held the stock immediately prior to such merger.

     EMPLOYEE means an individual who is in the employ of the Corporation or one
or more  Parent or  Subsidiary  corporations  (if  any).  An  optionee  shall be
considered  to be an  Employee  for so long as such  individual  remains  in the
employ of the  Corporation  or one or more  Parent or  Subsidiary  corporations,
subject to the control and direction of the employer  entity as to both the work
to be performed and the manner and method of performance.

     EXERCISE DATE shall be the date on which written  notice of the exercise of
an outstanding option under the 2005 Plan is delivered to the Corporation.  Such
notice shall be in the form of a stock purchase agreement.

     FAIR MARKET VALUE of a share of Common Stock on any relevant  date shall be
determined in accordance with the following provisions:

     (a) If the Common Stock is at the time listed or admitted to trading on any
stock  exchange,  then the Fair Market Value shall be the closing  selling price
per  share of  Common  Stock  on the  date in  question  on the  stock  exchange
determined  by the 2005 Plan  Administrator  to be the  primary  market  for the
Common  Stock,  as such  price is  officially  quoted in the  composite  tape of
transactions  on such exchange.  If there is no reported sale of Common Stock on
such  exchange on the date in question,  then the Fair Market Value shall be the
closing  selling price on the exchange on the last preceding date for which such
quotation exists.

                                      - 2 -




     (b) If the Common Stock is not at the time listed or admitted to trading on
any stock exchange but is traded in the over-the-counter market, the Fair Market
Value shall be the mean between the highest bid and the lowest asked prices (or,
if such information is available, the closing selling price) per share of Common
Stock on the date in question in the over-the-counter market, as such prices are
reported by the National  Association of Securities  Dealers  through its NASDAQ
National Market System or any successor system. If there are no reported bid and
asked  prices (or  closing  selling  price) for the Common  Stock on the date in
question,  then the mean  between the highest  bid and lowest  asked  prices (or
closing  selling  price) on the last  preceding  date for which such  quotations
exist shall be determinative of Fair Market Value.

     (c) If the  Common  Stock is at the time  neither  listed nor  admitted  to
trading on any stock exchange nor traded in the  over-the-counter  market, or if
the  2005  Plan  Administrator  determines  that  the  valuation  provisions  of
subparagraphs (a) and (b) above will not result in a true and accurate valuation
of the Common Stock,  then the Fair Market Value shall be determined by the 2005
Plan  Administrator  after  taking into  account  such  factors as the 2005 Plan
Administrator shall deem appropriate under the circumstances.

     INCENTIVE  OPTION means an  Incentive  Stock  Option  which  satisfies  the
requirements of Section 422 of the Code.

     NON-STATUTORY  OPTION  means an option not  intended to meet the  statutory
requirements prescribed under the Code for an Incentive Option.

     PARENT corporation means any corporation (other than the Corporation) in an
unbroken chain of corporations  ending with the Corporation,  provided each such
corporation in the unbroken chain (other than the Corporation) owns, at the time
of the determination,  stock possessing fifty percent (50%) or more of the total
combined  voting power of all classes of stock in one of the other  corporations
in such chain.

     PERMANENT  DISABILITY means the inability of an individual to engage in any
substantial gainful activity by reason of any medically determinable physical or
mental  impairment  which can be expected to result in death or which has lasted
or can be expected to last for a  continuous  period of not less than 12 months.
2005 PLAN means this 2005 China Mobility Solutions, Inc. Stock Option Plan.

     PLAN  ADMINISTRATOR  means the Board or the  Committee,  to the  extent the
Committee is responsible for plan administration in accordance with Section 2.

     SERVICE means the  performance  of services for the  Corporation  or one or
more Parent or  Subsidiary  corporations  by an individual in the capacity of an
Employee,  a  non-employee  member of the board of directors  or an  independent
consultant  or advisor,  unless a different  meaning is  specified in the option
agreement  evidencing the option grant or the purchase agreement  evidencing the
purchased option shares. An Optionee shall be deemed to remain in Service for so
long as such  individual  renders  services to the  Corporation or any Parent or
Subsidiary  corporation  on a periodic  basis in the capacity of an Employee,  a
non-employee  member the board of  directors  or an  independent  consultant  or
advisor.

     SUBSIDIARY  corporation means each corporation (other than the Corporation)
in an unbroken chain of corporations  beginning with the  Corporation,  provided
each such  corporation  (other than the last  corporation) in the unbroken chain
owns, at the time of the determination,  stock possessing fifty percent (50%) or
more of the total  combined  voting  power of all classes of stock in one of the
other corporations in such chain.

     TEN  PERCENT  SHAREHOLDER  means the owner of stock  (as  determined  under
Section 424(d) of the Code) possessing ten percent or more of the total combined
voting  power of all  classes  of  stock of the  Corporation  or any  Parent  or
Subsidiary corporation.

                                      - 3 -



6. TERMS AND CONDITIONS OF OPTIONS

     Options granted  pursuant to the 2005 Plan shall be authorized by action of
the  2005  Plan  Administrator  and may,  at the  discretion  of the  2005  Plan
Administrator,  be either  Incentive  Options  or  Non-Statutory  Options.  Each
granted  option  shall  be  evidenced  by one or more  instruments  in the  form
approved  by the 2005  Plan  Administrator;  PROVIDED,  HOWEVER,  that each such
instrument shall comply with and incorporate the terms and conditions  specified
below.  In addition,  each  instrument  evidencing an Incentive  Option shall be
subject to the applicable provisions of Section 7.

     (a) OPTION PRICE

          (1) The  option  price  per  share  shall be  fixed  by the 2005  Plan
     Administrator.

          (2) The option price shall become immediately due upon exercise of the
     option,  and subject to the  provisions  of Section 11, shall be payable in
     cash or check drawn to the  Corporation's  order.  Should the Corporation's
     outstanding   Common  Stock  be  registered  under  Section  12(g)  of  the
     Securities  Exchange  Act of 1934,  as amended (the "1934 Act") at the time
     the option is exercised, then the option price may also be paid as follows:

               (A) in  shares  of  Common  Stock  held by the  optionee  for the
          requisite  period  necessary  to avoid a charge  to the  Corporation's
          earnings for  financial  reporting  purposes and valued at Fair Market
          Value  on the  Exercise  Date;  or (B)  through  a  special  sale  and
          remittance  procedure pursuant to which the Optionee (i) is to provide
          irrevocable  written  instructions  to a designated  brokerage firm to
          effect the  immediate  sale of the  purchased  shares and remit to the
          Corporation,  out of the sale proceeds,  an amount sufficient to cover
          the aggregate  option price payable for the purchased  shares plus all
          applicable  Federal and State income and employment  taxes required to
          be withheld by the  Corporation  by reason of such  purchase  and (ii)
          concurrently provides written directives to the Corporation to deliver
          the  certificates  for the purchased shares directly to such brokerage
          firm in order to effect the sale transaction.

               (b) TERM AND  EXERCISE OF OPTIONS

               Each option  granted under the 2005 Plan shall be  exercisable at
          such time or times,  during such period, and for such number of shares
          as shall be determined by the 2005 Plan Administrator and set forth in
          the stock option agreement evidencing such option.  However, no option
          granted  under the 2005 Plan  shall  have a term in excess of ten (10)
          years from the grant date.

               (c) TERMINATION OF SERVICE

               (1) The 2005 Plan Administrator shall have complete discretion to
          limit the  period of time that an option  granted  under the 2005 Plan
          may be exercised  should the  Optionee  cease to remain in Service for
          any reason  (including  death or Permanent  Disability).  In no event,
          however,  shall any such  option be  exercisable  after the  specified
          expiration  date of the option  term.  During such  limited  period of
          exercisability,  the  option may not be  exercised  for more than that
          number of shares (if any) for which such option is  exercisable on the
          date of the  Optionee's  cessation of Service.  Upon the expiration of
          such period or (if earlier)  upon the  expiration  of the option term,
          the option shall terminate and cease to be exercisable.

               (2)   Notwithstanding   subsection  (1)  above,   the  2005  Plan
          Administrator  shall have complete  discretion,  exercisable either at
          the time the  option is  granted  or at the time the  Optionee  ceases
          Service, to allow one or more outstanding options held by the Optionee
          to be  exercised,  during the period of  exercisability  following the
          Optionee's  cessation of Service,  not only with respect to the number
          of shares for which the option is exercisable.

               (3)  Notwithstanding  any  provision  of  this  2005  Plan to the
          contrary,  any options granted under this 2005 Plan shall terminate as
          of  the  date  the  Optionee  ceases  to  be in  the  Service  of  the
          Corporation  if the Optionee was  terminated for "cause" or could have
          been  terminated  for "cause." If the Optionee has an  employment or a
          consulting agreement with the Corporation, the term "cause" shall have
          the meaning given that term in the employment or consulting agreement.
          If the Optionee does not have an  employment  or consulting  agreement
          with the  Corporation,  or if such employment or consulting  agreement
          does not define the term  "cause,"  the term "cause"  shall mean:  (A)
          misconduct  or  dishonesty  that  materially   adversely  affects  the
          Corporation, including without limitation (i) an act materially in

                                      - 4 -

          conflict with the financial interests of the Corporation,  (ii) an act
          that  could  damage  the  reputation  or  customer  relations  of  the
          Corporation,  (iii) an act  that  could  subject  the  Corporation  to
          liability,  (iv)  an  act  constituting  sexual  harassment  or  other
          violation of the civil rights of  co-workers,  (v) failure to obey any
          lawful  instruction of the Board or any officer of the Corporation and
          (vi) failure to comply with, or perform any duty required  under,  the
          terms of any confidentiality,  inventions or non-competition agreement
          the Optionee may have with the Corporation,  or (B) acts  constituting
          the   unauthorized   disclosure   of  any  of  the  trade  secrets  or
          confidential  information of the Corporation,  unfair competition with
          the  Corporation or the inducement of any customer of the  Corporation
          to breach any contract with the Corporation. The right to exercise any
          option  shall be  suspended  automatically  during the pendency of any
          investigation  by the Board, or its designee,  and/or any negotiations
          by the Board, or its designee, and the Optionee,  regarding any actual
          or alleged act or omission by the  Optionee of the type  described  in
          this paragraph.

               (d) SHAREHOLDER RIGHTS. An Optionee shall have none of the rights
          of a  shareholder  with  respect to any  shares  covered by the option
          until  such  Optionee  shall  have  exercised  the option and paid the
          option price.

               (e) TRANSFERABILITY.  Unless otherwise specified in the Agreement
          relating to an option,  options granted  hereunder may be transferable
          (i) by will or the laws of descent and distribution,  (ii) pursuant to
          beneficiary  designation  procedures  approved by the  Company,  (iii)
          pursuant  to a domestic  relations  order,  (iv) to one or more family
          members of the  optionee,  (v) to a trust or trusts for the  exclusive
          benefit  of the  optionee  and/or  one or more  family  members of the
          optionee,  (vi) to a partnership  in which the optionee  and/or one or
          more family members of the optionee are the only partners,  (vii) to a
          limited  liability  company in which the  optionee  and/or one or more
          family members of the optionee are the only members, or (viii) to such
          other  persons  or  entities  as may  be  specified  in the  agreement
          relating to an option or approved in writing by the Committee prior to
          such  transfer.  Except  to the  extent  permitted  by  the  preceding
          sentence,  each option may be exercised during the optionee's lifetime
          only by the optionee or the optionee's legal representative or similar
          person.  Except as permitted by the second preceding sentence,  (i) no
          option  granted  hereunder  shall  be  sold,  transferred,   assigned,
          pledged, hypothecated, encumbered or otherwise disposed of (whether by
          operation of law or otherwise) or be subject to execution,  attachment
          or similar  process  and (ii) upon any  attempt to so sell,  transfer,
          assign,  pledge,  hypothecate,  encumber or  otherwise  dispose of any
          option granted hereunder,  such option and all rights thereunder shall
          immediately become null and void.

7. INCENTIVE OPTIONS

     The  terms  and  conditions  specified  below  shall be  applicable  to all
Incentive  Options  granted under the 2005 Plan.  Incentive  Options may only be
granted  to  individuals  who are  Employees.  Options  which  are  specifically
designated as Non-Statutory Options when issued under the 2005 Plan shall NOT be
subject to such terms and conditions.

     (a) OPTION PRICE. The option price per share of the Common Stock subject to
an Incentive Option shall in no event be less than one hundred percent (100%) of
the Fair Market Value of a share of Common Stock on the grant date; provided, if
the  individual  to whom the  option  is  granted  is at the time a Ten  Percent
Shareholder,  then the option price per share shall not be less than one hundred
ten  percent  (110%) of the Fair Market  Value of the Common  Stock on the grant
date.

     (b) DOLLAR  LIMITATION.  The aggregate Fair Market Value  (determined as of
the respective date or dates of grant) of the Common Stock for which one or more
options  granted to any Employee  under this 2005 Plan (or any other option 2005
Plan of the  Corporation  or any Parent or Subsidiary  corporation)  may for the
first time become  exercisable as Incentive  Stock Options under the Federal tax
laws  during any one  calendar  year  shall not  exceed  the sum of one  hundred
thousand dollars  ($100,000).  To the extent the Employee holds two or more such
options which become  exercisable  for the first time in the same calendar year,
the foregoing  limitation  on the  exercisability  thereof as Incentive  Options
under the  Federal  tax laws shall be applied on the basis of the order in which
such options are granted.

     (c) OPTION TERM FOR TEN  PERCENT  SHAREHOLDER.  No option  granted to a Ten
Percent Shareholder shall have a term in excess of five (5) years from the grant
date.

                                      - 5 -




     (d) ACCELERATED TERMINATION OF OPTION TERM. The option term shall terminate
prior to the expiration date established by the 2005 Plan  Administrator  should
any of the following provisions become applicable:

          (1) Except as  otherwise  provided in  subparagraph  (2) or (3) below,
     should an  Optionee  cease to remain in  Service  while  his/her  option is
     outstanding, then the period for exercising his/her option shall be reduced
     to a three (3) month period  commencing  with the date of such cessation of
     Service, but in no event shall such option be exercisable at any time after
     the expiration  date. Upon the expiration of such three (3) month period or
     (if earlier) upon the expiration date, the option shall terminate and cease
     to be outstanding.

          (2) Should  the  Optionee  die while  his/her  option is  outstanding,
     his/her option shall cease to be  exercisable,  upon the EARLIER of (a) the
     expiration  of the  twelve  (12)  month  period  measured  from the date of
     Optionee's  death  or (b) the  expiration  date  of the  option.  Upon  the
     expiration  of such  twelve  (12)  month  period or (if  earlier)  upon the
     expiration date, the option shall terminate and cease to be outstanding.

          (3) Should  the  Optionee  become  Permanently  Disabled  and cease by
     reason  thereof to remain in Service while his/her  option is  outstanding,
     then the  Optionee  shall have a period of twelve (12)  months  (commencing
     with  the date of such  cessation  of  Service)  during  which to  exercise
     his/her  option,  but in no event shall this option be  exercisable  at any
     time after the expiration  date of the option.  Upon the expiration of such
     limited period of  exercisability or (if earlier) upon the expiration date,
     his/her option shall terminate and cease to be outstanding.

          (4) During  the  limited  period of  exercisability  applicable  under
     subparagraphs  (1),  (2),  or  (3)  above,  the  Optionee's  option  may be
     exercised for any or all of the option shares in which the Optionee, at the
     time  of  cessation  of  Services,   is  vested  in  accordance   with  the
     exercise/vesting provisions specified in his/her stock option documents.

     (e)  TRANSFERABILITY.   An  Incentive  Option  shall  not  be  transferable
otherwise  than by  will or the  laws of  descent  and  distribution  and may be
exercisable  during  the  Optionee's  lifetime  only  by  such  Optionee  or the
Optionee's  legal  representative  or similar person.  Except as modified by the
preceding  provisions  of this  Section 7, all the  provisions  of the 2005 Plan
shall be applicable to the Incentive Options granted hereunder.

8. CORPORATE TRANSACTION

     (a) In the event of any  Corporate  Transaction,  each  option  outstanding
under the 2005 Plan shall  terminate  upon the  consummation  of such  Corporate
Transaction  and  cease  to be  exercisable,  unless  assumed  by the  successor
corporation or parent thereof.

     (b) In  connection  with  any such  Corporate  Transaction,  the 2005  Plan
Administrator  may,  at  its  sole  discretion,   (i)  accelerate  each  or  any
outstanding  option  under the 2005 Plan so that each or any such option  shall,
immediately   prior  to  the  specified   effective   date  for  such  Corporate
Transaction, become fully exercisable with respect to the total number of shares
of Common Stock at the time subject to such option and may be exercised  for all
or any portion of such shares,  (ii) arrange for each or any outstanding  option
to either to be assumed by the successor  corporation or parent thereof or to be
replaced with a comparable option to purchase shares of the capital stock of the
successor  corporation  or parent  thereof,  (iii)  arrange for the option to be
replaced by a comparable  cash  incentive  program of the successor  corporation
based on the option  spread (the  amount by which the Fair  Market  Value of the
shares of Common  Stock at the time  subject  to the option  exceeds  the option
price  payable for such  shares) or (iv) take none of the actions  described  in
clauses  (i),  (ii) or (iii) above and allow the option to terminate as provided
in Section 2(a) above. The determination of comparability under clauses (ii) and
(iii) above shall be made by the 2005 Plan Administrator, and such determination
shall be final and conclusive.

     (c) The  exercisability  as Incentive  Stock  Options under the Federal tax
laws of any options  accelerated  in connection  with the Corporate  Transaction
shall remain subject to the applicable dollar limitation of subsection 7(b).

     (d) If the  outstanding  options  under  the 2005 Plan are  assumed  by the
successor corporation (or parent thereof) in

                                      - 6 -


the Corporate  Transaction or are otherwise to continue in effect following such
Corporate  Transaction,  then each such  assumed  or  continuing  option  shall,
immediately after such Corporate Transaction, be appropriately adjusted to apply
and pertain to the number and class of securities  or other  property that would
have been  issuable  to the option  holder,  in  consummation  of the  Corporate
Transaction,  had the option been exercised  immediately prior to such Corporate
Transaction.

     (e) The grant of  options  under  this 2005 Plan shall in no way affect the
right of the Corporation to adjust,  reclassify,  reorganize or otherwise change
its capital or business structure or to merge, consolidate,  dissolve, liquidate
or sell or transfer all or any part of its business or assets.

9. CANCELLATION AND NEW GRANT OF OPTIONS

     The 2005 Plan Administrator shall have the authority to effect, at any time
and  from  time to  time,  with  the  consent  of the  affected  Optionees,  the
cancellation of any or all outstanding  options under the 2005 Plan and to grant
in  substitution  therefore new options under the 2005 Plan covering the same or
different  numbers  of  shares of Common  Stock  but  having,  in the case of an
Incentive  Option,  an option price per share not less than one hundred  percent
(100%) of such  Fair  Market  Value  per share of Common  Stock on the new grant
date,  or, in the case of a Ten Percent  Shareholder,  not less than one hundred
and ten percent (110%) of such Fair Market Value.

10. EXTENSION OF EXERCISE PERIOD

     The 2005 Plan  Administrator  shall have full power and authority to extend
(either  at the time when the  option is granted or at any time while the option
remains  outstanding)  the  period  of time for  which  the  option is to remain
exercisable  following  the  Optionee's  cessation of Service,  from the limited
period set forth in the option agreement,  to such greater period of time as the
2005 Plan  Administrator  may deem appropriate  under the  circumstances.  In no
event, however,  shall such option be exercisable after the specified expiration
date of the option term.

11. LOANS

     (a) The 2005 Plan  Administrator  may assist  any  Optionee  (including  an
Optionee  who is an officer or director of the  Corporation)  in the exercise of
one or more options granted to such Optionee under the 2005 Plan,  including the
satisfaction  of any Federal and State  income and  employment  tax  obligations
arising therefrom, by:

          (1)  authorizing  the extension of a loan from the Corporation to such
     Optionee, or

          (2)  permitting the Optionee to pay the option price for the purchased
     Common Stock in installments over a period of years.

     (b) The terms of any loan or installment  method of payment  (including the
interest  rate and terms of  repayment)  shall be  established  by the 2005 Plan
Administrator  in its sole  discretion.  Loans or  installment  payments  may be
granted  with or without  security or  collateral;  however,  any loan made to a
consultant or other non-employee director must be secured by property other than
the  purchased  shares  of Common  Stock.  In all  events,  the  maximum  credit
available  to each may not  exceed  the SUM of (i) the  aggregate  option  price
payable for the  purchased  shares less the  aggregate par value for such shares
plus (ii) any Federal and State income and employment tax liability  incurred by
the Optionee in connection with such exercise.

     (c) The 2005 Plan Administrator may, in its absolute discretion,  determine
that one or more loans extended under the financial  assistance program shall be
subject to  forgiveness  by the  Corporation in whole or in part upon such terms
and conditions the Board in its discretion deems appropriate.

12. AMENDMENT OF THE 2005 PLAN AND AWARDS

     (a) The Board shall have  complete  and  exclusive  power and  authority to
amend or modify the 2005 Plan in any or all  respects  whatsoever.  However,  no
such amendment or modification shall adversely affect the rights and obligations
of an Optionee  with respect to options at the time  outstanding  under the 2005
Plan, nor adversely  affect the rights of any Participant with respect to Common
Stock issued under the 2005 Plan prior to such action, unless the Optionee

                                      - 7 -




consents  to such  amendment.  In  addition,  the Board  shall not,  without the
approval  of  the  Corporation's  shareholders,  amend  the  2005  Plan  to  (i)
materially  increase the maximum  number of shares  issuable under the 2005 Plan
(except  for  permissible  adjustments  under  Section  4(c)),  (ii)  materially
increase the benefits  accruing to individuals who participate in the 2005 Plan,
or (iii) materially modify the eligibility requirements for participation in the
2005 Plan.

     (b) Options to  purchase  shares of Common  Stock may be granted  under the
2005  Plan  which are in excess of the  number  of  shares  then  available  for
issuance under the 2005 Plan,  provided any excess shares  actually issued under
the 2005 Plan are held in escrow until there is obtained shareholder approval of
an  amendment  sufficiently  increasing  the  number of  shares of Common  Stock
available for issuance under the 2005 Plan. If such shareholder  approval is not
obtained  within twelve (12) months after the date the initial excess  issuances
are made,  then (i) any  unexercised  options  representing  such  excess  shall
terminate and cease to be exercisable  and (ii) the  Corporation  shall promptly
refund to the Optionees the option price paid for any excess shares issued under
the 2005 Plan and held in escrow,  together  with  interest  (at the  applicable
Short Term Federal Rate) for the period the shares were held in escrow.

13. EFFECTIVE DATE AND TERM OF 2005 PLAN

     (a) The 2005 Plan  shall  become  effective  when  adopted by the Board and
approved by the Corporation's shareholders.  If such shareholder approval is not
obtained within twelve (12) months after the date of the Board's adoption of the
2005  Plan,  then all  options  previously  granted  under the 2005  Plan  shall
terminate,  and no further options shall be granted. Subject to such limitation,
the 2005 Plan  Administrator  may grant  options under the 2005 Plan at any time
after the effective date and before the date fixed herein for termination of the
2005 Plan.

     (b) The 2005 Plan shall  terminate  upon the EARLIER of (i) ten years after
the adoption of the 2005 Plan or (ii) the date on which all shares available for
issuance  under  the 2005 Plan have been  issued  or  canceled  pursuant  to the
exercise or surrender  of options  granted  under the 2005 Plan.  If the date of
termination is determined under clause (i) above, then no options outstanding on
such date under the 2005 Plan shall be affected by the  termination  of the 2005
Plan, and such securities shall thereafter  continue to have force and effect in
accordance  with the provisions of the stock option  agreements  evidencing such
Options.

14. USE OF PROCEEDS

     Any cash proceeds  received by the Corporation  from the issuance of shares
of  Common  Stock  under  the 2005  Plan  shall be used  for  general  corporate
purposes.

15. WITHHOLDING

     The  Corporation's  obligation  to  deliver  shares  upon the  exercise  or
surrender  of any  options  granted  under the 2005 Plan shall be subject to the
satisfaction  of all applicable  Federal,  State and local income and employment
tax withholding requirements.

16. REGULATORY APPROVALS

     The  implementation of the 2005 Plan, the granting of any options under the
2005 Plan,  and the  issuance of Common  Stock upon the exercise or surrender of
the  option  grants  made  hereunder  shall  be  subject  to  the  Corporation's
procurement  of all  approvals and permits  required by  regulatory  authorities
having  jurisdiction  over the 2005 Plan, the options  granted under it, and the
Common Stock issued pursuant to it.

                                      - 8 -




                         CHINA MOBILITY SOLUTIONS, INC.
                             2005 STOCK OPTION PLAN
                         NOTICE OF GRANT OF STOCK OPTION

Notice is hereby  given of the  following  option grant (the  "Option")  made to
purchase shares of China Mobility  Solutions,  Inc. (the "Company") common stock
(the "Common Stock"):

OPTIONEE: _______________________________

GRANT DATE: _____________________________

VESTING COMMENCEMENT DATE: ________________________

TYPE OF STOCK: Common Stock

OPTION PRICE: $ ________ per share

NUMBER OF OPTION SHARES: ____________________________

EXPIRATION DATE: ______________________________________

TYPE OF OPTION: Incentive / Non-Statutory

EXERCISE SCHEDULE: _____________________________________

Optionee  understands  and agrees  that the Option is granted  subject to and in
accordance  with the express  terms and  conditions  of the 2005 China  Mobility
Solutions,  Inc. Stock Option Plan (the "2005 Plan"). Optionee further agrees to
be bound by the terms  and  conditions  of the  Option as set forth in the Stock
Option Agreement attached hereto as Exhibit A.

Optionee  understands  that the terms and  conditions  applicable  to any Option
Shares  purchased  thereunder are as set forth in the Stock  Purchase  Agreement
attached hereto as Exhibit B.

Optionee  hereby  acknowledges  receipt  of a copy of the 2005  Plan in the form
attached to this Notice of Grant.

NO EMPLOYMENT OR SERVICE CONTRACT. Nothing in this Agreement or in the 2005 Plan
shall  confer  upon the  Optionee  any right to  continue  in the Service of the
Company  for any period of  specific  duration or  interfere  with or  otherwise
restrict in any way the rights of the Company or the Optionee,  which rights are
hereby expressly  reserved by each, to terminate  Optionee's Service at any time
for any reason whatsoever, with or without cause.

                         CHINA MOBILITY SOLUTIONS, INC.

Date: _____________________________

By: _______________________________

its ________________________________

OPTIONEE __________________________

Date: _____________________________

Address: __________________________

                                     - 9 -




                                   EXHIBIT A
                         CHINA MOBILITY SOLUTIONS, INC.
                             STOCK OPTION AGREEMENT
                                  WITNESSETH:

                                    RECITALS

A. The Board has  adopted the 2005 Stock  Option Plan (the "2005  Plan") for the
purpose of  attracting  and  retaining  the services of selected  key  employees
(including  officers  and  directors),  non-employee  members  of the  Board and
consultants  and other  independent  contractors who contribute to the financial
success of the Corporation.

B.  Optionee  is an  individual  who  is to  render  valuable  services  to  the
Corporation,  and this  Agreement  is executed  pursuant  to, and is intended to
carry out the purposes of, the 2005 Plan in  connection  with the  Corporation's
grant of a stock option to Optionee.

C. Capitalized  terms used in this Agreement  shall,  unless the context clearly
indicates otherwise,  have the meaning assigned to such terms in Paragraph 20 of
this Agreement.

NOW, THEREFORE, it is hereby agreed as follows:

1. GRANT OF OPTION.  Subject to and upon the terms and  conditions  set forth in
this Agreement, the Corporation hereby grants to Optionee, as of the Grant Date,
a stock option to purchase up to that number of Option Shares as is specified in
the Grant  Notice.  The Option  Shares  shall be  purchasable  from time to time
during the  Option  term at the Option  Price per share  specified  in the Grant
Notice.

2.  OPTION  TERM.  This  Option  shall  expire at the close of  business  on the
Expiration  Date  specified in the Grant  Notice,  unless  sooner  terminated in
accordance with Paragraphs 5, 6, or 17 hereof;  provided, in no event shall this
Option have a maximum term in excess of ten (10) years  measured  from the Grant
Date.

3.  OPTION  NONTRANSFERABLE;   EXCEPTION.  Unless  otherwise  specified  in  the
Agreement  relating to an option,  options granted hereunder may be transferable
(i)  by  will  or the  laws  of  descent  and  distribution,  (ii)  pursuant  to
beneficiary  designation procedures approved by the Company, (iii) pursuant to a
domestic  relations  order,  (iv) to one or more family members of the optionee,
(v) to a trust or trusts for the exclusive benefit of the optionee and/or one or
more family members of the optionee, (vi) to a partnership in which the optionee
and/or one or more family members of the optionee are the only  partners,  (vii)
to a limited  liability  company in which the optionee and/or one or more family
members of the optionee are the only members, or (viii) to such other persons or
entities as may be specified in the agreement  relating to an option or approved
in  writing  by the  Committee  prior to such  transfer.  Except  to the  extent
permitted by the  preceding  sentence,  each option may be exercised  during the
optionee's lifetime only by the optionee or the optionee's legal  representative
or similar person. Except as permitted by the second preceding sentence,  (i) no
option  granted  hereunder  shall  be  sold,  transferred,   assigned,  pledged,
hypothecated,  encumbered or otherwise  disposed of (whether by operation of law
or otherwise) or be subject to execution, attachment or similar process and (ii)
upon any attempt to so sell, transfer, assign, pledge, hypothecate,  encumber or
otherwise  dispose of any option granted  hereunder,  such option and all rights
thereunder shall immediately  become null and void.  Additional  transferability
restrictions apply to Incentive Stock Options in accordance with Paragraph 18(a)
hereof.

4. DATES OF  EXERCISE.  This Option may not be  exercised in whole or in part at
any  time  prior to the time the  2005  Plan is  approved  by the  Corporation's
shareholders in accordance with Paragraph 17. Provided such shareholder approval
is  obtained,  this Option shall  thereupon  become  exercisable  for the Option
Shares in one or more  installments as is specified in the Grant Notice.  As the
Option becomes  exercisable in one or more installments,  the installments shall
accumulate and the Option shall remain  exercisable for such installments  until
the Expiration Date or the sooner termination of the Option term under Paragraph
5 or Paragraph 6 of this Agreement.

                                     - 10 -


5.  ACCELERATED  TERMINATION  OF OPTION  TERM.  The  option  term  specified  in
Paragraph  2 shall  terminate  (and this Option  shall cease to be  exercisable)
prior to the  Expiration  Date  should any of the  following  provisions  become
applicable:

(a) Except as  otherwise  provided  in  subparagraph  (b) or (c)  below,  should
Optionee cease to remain in Service while this Option is  outstanding,  then the
period for  exercising  this Option shall be reduced to a three (3) month period
commencing  with the date of such  cessation  of Service,  but in no event shall
this  Option be  exercisable  at any time after the  Expiration  Date.  Upon the
expiration  of such three (3) month period or (if earlier)  upon the  Expiration
Date,  this  Option  shall  terminate  and cease to be  outstanding.

(b) Should  Optionee  die while this Option is  outstanding,  then the  personal
representative  of the  Optionee's  estate or the  person or persons to whom the
Option is transferred  pursuant to the Optionee's will or in accordance with the
law of descent and  distribution  shall have the right to exercise  this Option.
Such right shall lapse, and this Option shall cease to be exercisable,  upon the
EARLIER of (i) the expiration of the twelve (12) month period  measured from the
date of Optionee's  death or (ii) the  Expiration  Date.  Upon the expiration of
such twelve (12) month period or (if earlier)  upon the  Expiration  Date,  this
Option shall terminate and cease to be outstanding.

(c) Should Optionee become  Permanently  Disabled and cease by reason thereof to
remain in Service while this Option is outstanding, then the Optionee shall have
a period of twelve (12) months  (commencing  with the date of such  cessation of
Service) during which to exercise this Option, but in no event shall this Option
be  exercisable at any time after the  Expiration  Date.  Upon the expiration of
such limited period of  exercisability or (if earlier) upon the Expiration Date,
this Option shall terminate and cease to be outstanding.  

(d) During the limited period of exercisability  applicable under  subparagraphs
(a), (b) or (c) above, this Option may be exercised for any or all of the Option
Shares in which the Optionee,  at the time of cessation of Service, is vested in
accordance with the exercise/vesting provisions specified in the Grant Notice or
the special acceleration provisions of Paragraph 6 of this Agreement.

(e) Notwithstanding any provisions of this paragraph 5 or any other provision of
this Agreement or the 2005 Plan to the contrary,  any options  granted under the
2005 Plan shall terminate as of the date Optionee ceases to be in the Service of
the  Corporation  if  Optionee  was  terminated  for  "cause" or could have been
terminated  for "cause." If Optionee has an employment  or consulting  agreement
with the Corporation, the term "cause" shall have the meaning given that term in
the employment or consulting agreement.  If Optionee does not have an employment
or  consulting  agreement  with  the  Corporation,  or  if  such  employment  or
consulting  agreement  does not define the term  "cause," the term "cause" shall
mean:  (1)  misconduct  or  dishonesty  that  materially  adversely  affects the
Corporation, including without limitation (i) an act materially in conflict with
the financial  interests of the  Corporation,  (ii) an act that could damage the
reputation  or customer  relations of the  Corporation,  (iii) an act that could
subject the Corporation to liability, (iv) an act constituting sexual harassment
or other  violation of the civil rights of  co-workers,  (v) failure to obey any
lawful  instruction  of the Board or any  officer  of the  Corporation  and (vi)
failure to comply with,  or perform any duty  required  under,  the terms of any
confidentiality,  inventions, or noncompetition agreement Optionee may have with
the Corporation,  or (2) acts  constituting  the unauthorized  disclosure of any
trade secrets or confidential information of the Corporation, unfair competition
with the  corporation  or the  inducement of any customer of the  Corporation to
breach any contract  during the pendency of any  investigation  by the Board, or
its  designee,  and/or any  negotiations  by the  Board,  or its  designee,  and
Optionee,  regarding  any actual or alleged  act or  omission by Optionee of the
type described in this paragraph.

6. CORPORATE TRANSACTION.

(a)  This  Option  shall  terminate  upon  the  consummation  of  any  Corporate
Transaction,  unless  expressly  assumed by the successor  corporation or parent
thereof.

(b)  In  connection  with  any  such  Corporate   Transaction,   the  2005  Plan
Administrator  may, at its sole  discretion,  (i) accelerate this Option so that
this Option shall,  immediately  prior to the specified  effective date for such
Corporate  Transaction,  become  fully  exercisable  with  respect to all of the
Option Shares and may be exercised for all or any

                                     - 11 -




portion of such shares, (ii) arrange for this Option either to be assumed by the
successor  corporation  or parent  thereof or to be replaced  with a  comparable
option to purchase  shares of the capital stock of the successor  corporation or
parent  thereof,  (iii)  arrange for this Option to be replaced by a  comparable
cash incentive  program of the successor  corporation based on the option spread
(the amount by which the Fair Market  Value of the shares of Common Stock at the
time subject to the Option  exceeds the Option Price payable for such shares) or
(iv) take none of the actions  described in clauses (i), (ii) or (iii) above and
allow this  Option to  terminate  as  provided  in  Paragraph  6(a)  above.  The
determination of comparability  under clauses (ii) and (iii) above shall be made
by the 2005  Plan  Administrator,  and its  determination  shall  be  final  and
conclusive.

(c) The  exercisability  of this Option as an  Incentive  Stock Option under the
Federal  tax  laws  (if  designated  as  such in the  Grant  Notice)  shall,  in
connection  with any such  Corporate  Transaction,  be subject to the applicable
dollar limitation of Paragraph 18.

(d) This Agreement  shall not in any way affect the right of the  Corporation to
adjust,  reclassify,  reorganize  or  otherwise  make  changes in its capital or
business  structure  or to merge,  consolidate,  dissolve,  liquidate or sell or
transfer all or any part of its business or assets.

7. ADJUSTMENT IN OPTION SHARES

(a) In the event  any  change is made to the  Corporation's  outstanding  Common
Stock by reason of any stock  split,  stock  dividend,  combination  of  shares,
exchange or conversion  of shares,  or other change  affecting  the  outstanding
Common  Stock as a class  without  receipt of  consideration,  then  appropriate
adjustments  shall be made to (i) the total number of Option  Shares  subject to
this Option and (ii) the Option Price payable per share in order to reflect such
change and thereby preclude a dilution or enlargement of benefits hereunder.

(b) If this Option is to be assumed or is otherwise to remain  outstanding after
the Corporate  Transaction,  then this Option shall be appropriately adjusted to
apply and  pertain to the number  and class of  securities  that would have been
issuable to the Optionee in the consummation of such Corporation Transaction had
the option been exercised immediately prior to such Corporate  Transaction,  and
appropriate  adjustments  shall also be made to the  Option  Price  payable  per
share,  provided the aggregate  Option Price payable  hereunder shall remain the
same.

8. PRIVILEGE OF STOCK OWNERSHIP. The holder of this Option shall not have any of
the  rights of a  shareholder  with  respect  to the  Option  Shares  until such
individual shall have exercised the option and paid the Option Price.

9. MANNER OF EXERCISING OPTION.

(a) In order to  exercise  this  Option  with  respect to all or any part of the
Option Shares for which this Option is at the time exercisable,  Optionee (or in
the  case  of  exercise  after  Optionee's   death,  the  Optionee's   executor,
administrator heir or legatee, as the case may be) or Transferee (in the case of
certain  Incentive  Options)  must take the following  actions:  

     (1) Execute and deliver to the  Secretary of the  Corporation  the Purchase
Agreement.

     (2) Pay the aggregate  Option Price for the purchased shares either by full
payment  in  cash  or  check,  or any  other  form  approved  by the  2005  Plan
Administrator  at the time of  exercise in  accordance  with the  provisions  of
Paragraph 14.

     (3) Furnish to the Corporation appropriate documentation that the person or
persons  exercising  the  Option  (if  other  than  Optionee)  have the right to
exercise this Option.

(b)  Should the  Corporation's  outstanding  Common  Stock be  registered  under
Section  12(g) of the  Securities  Exchange  Act of 1934,  as amended (the "1934
Act"),  at the time the Option is  exercised,  then the Option Price may also be
paid as follows:

     (1) in shares of the Common Stock held by the  Optionee  for the  requisite
period necessary to avoid a charge to the

                                     - 12 -




Corporation's  earnings  for  financial  reporting  purposes  and valued at Fair
Market Value on the Exercise  Date; or (2) through a special sale and remittance
procedure pursuant to which the Optionee (i) is to provide  irrevocable  written
instructions to a designated  brokerage firm to effect the immediate sale of the
purchased  shares and remit to the  Corporation,  out of the sale  proceeds,  an
amount  sufficient to cover the aggregate Option Price payable for the purchased
shares  plus all  applicable  Federal  and state  income  and  employment  taxes
required to be withheld by the  Corporation  by reason of such purchase and (ii)
concurrently  provides  written  directives  to the  Corporation  to deliver the
certificates for the purchased shares directly to such broker-dealer in order to
effect the sale  transaction.  

(c) Except to the extent the special sale and  remittance  procedure is utilized
to exercise this Option, payment of the Option Price must accompany the delivery
of the  Purchase  Agreement.  As soon  after  such  payment  is  practical,  the
Corporation shall mail or deliver to Optionee (or to the other person or persons
exercising this Option) a certificate or certificates representing the shares so
purchased and paid for, with the appropriate legend affixed thereto.

(d) In no event may this Option be exercised for any fractional shares.

10. COMPLIANCE WITH LAWS AND REGULATIONS.

(a) The  exercise  of this Option and the  issuance  of Option  Shares upon such
exercise shall be subject to compliance by the Corporation and the Optionee with
all  applicable  requirements  of law relating  thereto and with all  applicable
regulations  of any stock exchange on which shares of the  Corporation's  Common
Stock may be listed at the time of such exercise and issuance. 

(b) In connection  with the exercise of this Option,  Optionee shall execute and
deliver to the Corporation such  representations  in writing as may be requested
by the Corporation in order for it to comply with the applicable requirements of
Federal and state securities laws.

11.  SUCCESSORS  AND  ASSIGNS.  Except  to  the  extent  otherwise  provided  in
Paragraphs 3, 6 and 18(a) the  provisions of this  Agreement  shall inure to the
benefit of, and be binding upon, the successors,  administrators,  heirs,  legal
representatives  and assigns of Optionee and the  successors  and assigns of the
Corporation.

12. LIABILITY OF CORPORATION.

(a) If the Option Shares covered by this Agreement exceed, as of the Grant Date,
the  number of shares of  Common  Stock  that may be issued  under the 2005 Plan
without  shareholder  approval,  then this Option  shall be void with respect to
such excess shares,  unless  shareholder  approval of an amendment  sufficiently
increasing  the number of shares of Common Stock issuable under the 2005 Plan is
obtained in accordance with the applicable  provisions of the 2005 Plan.

(b) The inability of the Corporation to obtain approval from any regulatory body
having authority the Corporation deems necessary to the lawful issuance and sale
of any Common Stock pursuant to this Option shall relieve the Corporation of any
liability with respect to the  non-issuance of the Common Stock as to which such
approval shall not have been obtained.  The Corporation,  however, shall use its
best efforts to obtain all such approvals.

13.  NOTICES.  Any notice  required to be given or delivered to the  Corporation
under the terms of this  Agreement  shall be in  writing  and  addressed  to the
Corporation  in care  of the  Corporate  Secretary  at its  principal  corporate
offices.  Any notices required to be given or delivered to the Optionee shall be
in writing and addressed to Optionee at the address  indicated below  Optionee's
signature  line on the Grant  Notice.  All notices  shall be deemed to have been
given or delivered  upon  personal  delivery or upon  deposit in the U.S.  Mail,
postage prepaid and properly  addressed to the party to be notified.  

14.  LOANS.  The 2005 Plan  Administrator  may, in its absolute  discretion  and
without any  obligation  to do so,  assist the  Optionee in the exercise of this
Option by (i)  authorizing  the  extension  of a loan to the  Optionee  from the
Corporation  or (ii)  permitting  the  Optionee to pay the option  price for the
purchased Common Stock in installments  over a period of years. The terms of any
such loan or  installment  method of payment  (including  the interest rate, the
requirement  for collateral and the terms of repayment)  shall be established by
the 2005 Plan Administrator in its sole discretion.

                                     - 13 -




15.  CONSTRUCTION.  This Agreement and the Option  evidenced hereby are made and
granted pursuant to the 2005 Plan and are in all respects limited by and subject
to the express terms and  provisions of the 2005 Plan. All decisions of the 2005
Plan  Administrator with respect to any question or issue arising under the 2005
Plan or this Agreement  shall be conclusive and binding on all persons having an
interest in this Option.

16.  GOVERNING LAW. The  interpretation,  performance,  and  enforcement of this
Agreement shall be governed by the laws of the State of Delaware.

17. SHAREHOLDER APPROVAL. The grant of this Option is subject to approval of the
2005 Plan by the Corporation's  shareholders within twelve (12) months after the
adoption of the 2005 Plan by the Board.  NOTWITHSTANDING  ANY  PROVISION OF THIS
AGREEMENT TO THE CONTRARY,  THIS OPTION MAY NOT BE EXERCISED IN WHOLE OR IN PART
UNTIL SUCH SHAREHOLDER APPROVAL IS OBTAINED.  In the event that such shareholder
approval is not obtained,  then this Option shall  terminate in its entirety and
the  Optionee  shall  have no  further  rights  to  acquire  any  Option  Shares
hereunder.

18.  ADDITIONAL TERMS APPLICABLE TO AN INCENTIVE STOCK OPTION. In the event this
Option  is  designated  an  Incentive  Stock  Option in the  Grant  Notice,  the
following terms and conditions  shall also apply to the grant:  

(a) An Incentive Option shall not be transferable  otherwise than by will or the
laws of descent and  distribution  and may be exercisable  during the Optionee's
lifetime only by such Optionee or the Optionee's legal representative or similar
person.

(b) This  Option  shall  cease to qualify  for  favorable  tax  treatment  as an
Incentive  Stock  Option  under the Federal tax laws if (and to the extent) this
Option is  exercised  for one or more  Option  Shares:  (i) more than  three (3)
months after the date the Optionee ceases to be an Employee for any reason other
than death or Permanent Disability or (ii) more than one (1) year after the date
the Optionee ceases to be an Employee by reason of Permanent Disability.  

(c) In the event this Option is designated  as  immediately  exercisable  in the
Grant Notice, then except in the event of a Corporate  Transaction,  this Option
shall not become  exercisable  in the calendar  year in which granted if (and to
the extent) the aggregate  Fair Market Value  (determined  at the Grant Date) of
the Common Stock for which this Option would otherwise first become  exercisable
in such  calendar  year would,  when added to the  aggregate  Fair Market  Value
(determined as of the respective date or dates of grant) of the Common Stock for
which  one or more  other  post-1986  Incentive  Stock  Options  granted  to the
Optionee  prior to the  Grant  Date  (whether  under  the 2005 Plan or any other
option 2005 Plan of the  Corporation  or any Parent or Subsidiary  corporations)
first  become  exercisable  during the same  calendar  year,  exceed one hundred
thousand dollars  ($100,000) in the aggregate.  To the extent the exercisability
of this Option is deferred by reason of the foregoing  limitation,  the deferred
portion  will  first  become  exercisable  in the first  calendar  year or years
thereafter in which the one hundred  thousand  dollar  ($100,000)  limitation of
this Paragraph 18(b) would not be contravened.

(d) In the event this Option is designated as an installment option in the Grant
Notice,  no  installment  under this Option  (whether  annual or monthly)  shall
qualify for  favorable  tax  treatment  as an  Incentive  Stock Option under the
Federal  tax  laws  if (and to the  extent)  the  aggregate  Fair  Market  Value
(determined  at the Grant Date) of the Common  Stock for which such  installment
first becomes  exercisable  hereunder  will,  when added to the  aggregate  Fair
Market Value  (determined  as of the  respective  date or dates of grant) of the
Common  Stock for which  this  Option or one or more other  post-1986  Incentive
Stock Options granted to the Optionee prior to the Grant Date (whether under the
2005 Plan or any other  option  2005 Plan of the  Corporation  or any  Parent or
Subsidiary corporations) first become exercisable during the same calendar year,
exceed one hundred thousand dollars ($100,000) in the aggregate.  

(e) Should the  exercisability  of this Option be  accelerated  upon a Corporate
Transaction,  then this Option shall  qualify for  favorable tax treatment as an
Incentive  Stock  Option  under  the  Federal  tax laws only to the  extent  the
aggregate  Fair Market Value  (determined at the Grant Date) of the Common Stock
for which this Option first  becomes  exercisable  in the calendar year in which
the Corporate Transaction occurs does not, when added to the

                                     - 14 -


aggregate Fair Market Value  (determined  as of the respective  date or dates of
grant) of the Common Stock for which this Option or one or more other  post-1986
Incentive Stock Options granted to the Optionee prior to the Grant Date (whether
under the 2005  Plan or any other  option  2005 Plan of the  Corporation  or any
Parent or  Subsidiary  corporations)  first become  exercisable  during the same
calendar year,  exceed one hundred thousand  (100,000) in the aggregate.  

(f) To the extent  this  Option  should  fail to qualify as an  Incentive  Stock
Option under the Federal tax laws,  the  Optionee  will  recognize  compensation
income  in  connection  with  the  acquisition  of one  or  more  Option  Shares
hereunder,   and  the  Optionee  must  make  appropriate  arrangements  for  the
satisfaction of all Federal, state or local income tax withholding  requirements
and  Federal  Social  Security  employee  tax  requirements  applicable  to such
compensation income.

19.  ADDITIONAL TERMS APPLICABLE TO A NON-STATUTORY  STOCK OPTION.  In the event
this Option is  designated a  non-statutory  stock  option in the Grant  Notice,
Optionee hereby agrees to make appropriate arrangements with the Corporation for
the satisfaction of all Federal, state or local tax withholding requirements and
Federal Social Security employee tax requirements  applicable to the exercise of
this Option.

20.  DEFINITIONS.  The  following  definitions  shall  apply  to the  respective
capitalized terms used herein:

(a) BOARD means the Board of Directors of China Mobility Solutions, Inc.

(b) CODE means the Internal Revenue Code of 1986, as amended.

(c) COMMON STOCK means the Common Stock of China Mobility Solutions, Inc.

(d) CORPORATION means China Mobility  Solutions,  Inc., a Delaware  corporation,
and any of its successors.

(e) CORPORATE TRANSACTION means one or more of the following transactions: (1) a
merger or  consolidation  in which the Corporation is not the surviving  entity,
except for a transaction  the principal  purpose of which is to change the state
of the Corporation's incorporation; (2) the sale, transfer, or other disposition
of all or substantially all of the assets of the Corporation; or (3) any reverse
merger in which the  Corporation  is the  surviving  entity  but in which  fifty
percent  (50%)  or  more  of  the  Corporation's  outstanding  voting  stock  is
transferred to holders  different from those who held stock immediately prior to
such  merger. 

(f) EMPLOYEE means an individual who is in the employ of the  Corporation or any
Parent or  Subsidiary  corporation.  An Optionee  shall be  considered  to be an
Employee for so long as such individual remains in the employ of the Corporation
or any Parent or Subsidiary corporation, subject to the control and direction of
the  employer  entity as to both the work to be  performed  and the  manner  and
method of performance.

(g) EXERCISE DATE shall be the date on which the executed Purchase Agreement for
one or more Option Shares is delivered to the  Corporation  in  accordance  with
Paragraph 9 of this Agreement.

(h) FAIR MARKET VALUE of a share of Common  Stock on any relevant  date shall be
determined in accordance with the following provisions:

(1) If the Common  Stock is not at the time listed or admitted to trading on any
stock  exchange but is traded in the  over-the-counter  market,  the Fair Market
Value shall be the mean  between the highest bid and the lowest asked prices (or
if such information is available, the closing selling price) per share of Common
Stock on the date in question in the over-the-counter market, as such prices are
reported by the National  Association of Securities  Dealers  through its NASDAQ
National Market System or any successor system. If there are no reported bid and
asked  prices (or  closing  selling  price) for the Common  Stock on the date in
question,  then the mean between the highest bid and the lowest asked prices (or
closing  selling  price) on the last  preceding  date for which such  quotations
exist shall be determinative of Fair Market Value.

                                     - 15 -




(2) If the  Common  Stock is at the time  listed or  admitted  to trading on any
stock exchange then the Fair Market Value shall be the closing selling price per
share of Common Stock on the date in question on the stock  exchange  determined
by the 2005 Plan Administrator to be the primary market for the Common Stock, as
such price is officially  quoted in the composite tape of  transactions  on such
exchange.  If there is no reported  sale of Common Stock on such exchange on the
date in question,  then the Fair Market Value shall be the closing selling price
on the exchange on the last preceding date for which such quotation exists.  (3)
If the Common Stock is at the time neither listed nor admitted to trading on any
stock exchange nor traded in the  over-the-counter  market,  or if the 2005 Plan
Administrator   otherwise   determines   that  the   valuation   provisions   of
subparagraphs (a) and (b) above will not result in a true and accurate valuation
of the Common Stock,  then the Fair Market Value shall be determined by the 2005
Plan  Administrator  after  taking into  account  such  factors as the 2005 Plan
Administrator  shall deem appropriate  under the  circumstances.

(i) GRANT DATE means the date specified in the Grant Notice as the date on which
the Option was granted to the Optionee under the 2005 Plan.

(j)  INCENTIVE  STOCK  OPTION  means an option  intended  to meet the  statutory
requirements of Section 422 of the Code.

(k)  NON-STATUTORY  STOCK  OPTION  means  an  option  not  intended  to meet the
statutory  requirements  prescribed under the Code for an Incentive Option.  

(l) OPTION SHARES means the total number of shares of Common Stock  indicated in
the Grant Notice as purchasable under this Option.

(m) OPTIONEE means the  individual  identified in the Grant Notice as the person
to whom this Option has been granted under the 2005 Plan.

(n) OPTION PRICE means the  exercise  price per share to be paid by the Optionee
for the  exercise of this  Option.  The Option  Price is  indicated in the Grant
Notice.

(o) PARENT  corporation means any corporation (other than the Corporation) in an
unbroken chain of corporations  ending with the Corporation,  provided each such
corporation in the unbroken chain (other than the Corporation) owns, at the time
of the determination,  stock possessing fifty percent (50%) or more of the total
combined  voting power of all classes of stock in one of the other  corporations
in such chain.

(p)  PERMANENTLY  DISABLED or  Permanent  Disability  means the  inability of an
individual  to  engage  in any  substantial  gainful  activity  by reason of any
medically-determinable  physical or mental  impairment  which can be expected to
result in death or which has lasted or can be expected to last for a  continuous
period of not less than 12 months.

(q) 2005 PLAN means the 2005 China  Mobility  Solutions,  Inc. Stock Option Plan
attached to the Grant Notice. 

(r) 2005 PLAN ADMINISTRATOR means either the Board or a committee of two or more
Board members,  to the extent such committee may at the time be responsible  for
plan administration.

(s) PURCHASE AGREEMENT means the stock purchase agreement,  in substantially the
form of Exhibit B to the Grant  Notice,  which is to be executed  in  connection
with the  exercise  of this Option for one or more  Option  Shares.  

(t) SERVICE means the  performance of services for the Corporation or any Parent
or Subsidiary  corporation  by an  individual in the capacity of an Employee,  a
non-employee  member of the board of directors or an  independent  consultant or
advisor.  Accordingly,  the Optionee shall be deemed to remain in Service for so
long as such  individual  renders  services to the  Corporation or any Parent or
Subsidiary  corporation  on a periodic  basis in the capacity of an Employee,  a
non-employee  member of the board of directors or an  independent  consultant or
advisor.

                                     - 16 -




(u) SUBSIDIARY  corporation means each corporation  (other than the Corporation)
in an unbroken chain of corporations  beginning with the  Corporation,  provided
each such  corporation  (other than the last  corporation) in the unbroken chain
owns, at the time of the determination,  stock possessing fifty percent (50%) or
more of the total  combined  voting  power of all classes of stock in one of the
other corporations in such chain.




















                                     - 17 -




                                   EXHIBIT B
                         CHINA MOBILITY SOLUTIONS, INC.
                            STOCK PURCHASE AGREEMENT

Agreement  made as of this  day of  __________________  ,  20__,  between  China
Mobility  Solutions,  Inc.,  a Delaware  corporation  (the  "Corporation"),  and
_________________________  , the holder of a stock option ("Optionee") under the
2005 China Mobility  Solutions,  Inc.  Stock Option Plan (the "2005 Plan").  All
capitalized  terms in this Agreement shall have the meaning  assigned to them in
this Agreement or in the 2005 Plan, unless otherwise indicated.

A. EXERCISE OF OPTION

1. EXERCISE.  Optionee hereby  purchases  shares of Common Stock (the "Purchased
Shares")  pursuant to that certain  option (the  "Option")  granted  Optionee on
____________  , 20__ (the  "Grant  Date") to purchase  ______________  shares of
Common Stock under the 2005 Plan at the exercise  price of $  _____________  per
share (the "Exercise Price").

2. PAYMENT.  Concurrently  with the delivery of this  Agreement to the Corporate
Secretary,  Optionee  shall pay the Exercise  Price for the Purchased  Shares in
accordance  with the  provisions  of the  Option  Agreement  and  shall  deliver
whatever  additional  documents  may be  required by the Option  Agreement  as a
condition for exercise.

B. SECURITIES LAW COMPLIANCE

1. EXEMPTION FROM  REGISTRATION.  The Purchased  Shares have not been registered
under the 1933 Act and are accordingly being issued to Optionee in reliance upon
the exemption from such  registration  provided by Rule 701 of the SEC for stock
issuances  under  compensatory  benefit  plans such as the 2005  Plan.  Optionee
hereby  acknowledges  receipt of a copy of the 2005 Plan  attached  to the Grant
Notice.

2. RESTRICTED SECURITIES.

Optionee  hereby  confirms  that  Optionee has been  informed that the Purchased
Shares  are  restricted  securities  under the 1933 Act and may not be resold or
transferred  unless the Purchased  Shares are first registered under the Federal
securities  laws or unless an exemption  from such  registration  is  available.
Accordingly,  Optionee hereby acknowledges that Optionee is prepared to hold the
Purchased  Shares for an indefinite  period and that Optionee is aware that Rule
144 of the SEC issued  under the 1933 Act is not  presently  available to exempt
the resale of the Purchased  Shares from the  registration  requirements  of the
1933 Act.

3.  DISPOSITION  OF SHARES.  Optionee  hereby agrees that Optionee shall make no
disposition  of the Purchased  Shares unless and until there is compliance  with
all of the following requirements:

(a) Optionee shall have provided the  Corporation  with a written summary of the
terms and  conditions  of the  proposed  disposition.  

(b)  Optionee  shall  have  complied  with all  requirements  of this  Agreement
applicable to the disposition of the Purchased Shares.

c) Optionee shall have provided the  Corporation  with written  assurances,  in
form and  substance  satisfactory  to the  Corporation,  that  (i) the  proposed
disposition does not require registration of the Purchased Shares under the 1933
Act  or  (ii)  all  appropriate   action   necessary  for  compliance  with  the
registration  requirements of the 1933 Act or of any exemption from registration
available under the 1933 Act (including  Rule 144) has been taken. 

(d) Optionee shall have provided the  Corporation  with written  assurances,  in
form and substance satisfactory to the Corporation that the proposed disposition
will not result in the contravention of any transfer restrictions  applicable to
the Purchased Shares.

                                     - 18 -




The Corporation shall not be required (i) to transfer on its books any Purchased
Shares which have been sold or  transferred  in violation of the  provisions  of
this  Agreement  or (ii) to  treat  as the  owner of the  Purchased  Shares,  or
otherwise to accord voting, dividend or liquidation rights to, any transferee to
whom the  Purchased  Shares  have  been  transferred  in  contravention  of this
Agreement.

4. RESTRICTIVE  LEGENDS.  In order to reflect the  restrictions  imposed by this
Agreement upon the disposition of the Purchased Shares,  the stock  certificates
for the  Purchased  Shares  shall be  endorsed  with the  following  restrictive
legend:

     "The shares  represented by this certificate have not been registered under
     the  Securities Act of 1933. The shares may not be sold or offered for sale
     in the absence of (i) an effective  registration  statement  for the shares
     under such Act, or (ii)  satisfactory  assurances to the  Corporation  that
     registration  under such Act is not  required  with respect to such sale or
     offer."

C. MISCELLANEOUS PROVISIONS.

1. OPTIONEE  UNDERTAKING.  Optionee  hereby  agrees to take whatever  additional
action and  execute  whatever  additional  documents  the  Corporation  may deem
necessary  or  advisable  in  order to carry  out or  effect  one or more of the
obligations or restrictions  imposed on either Optionee or the Purchased  Shares
pursuant to the express  provisions of this  Agreement.  

2. AGREEMENT IS ENTIRE CONTRACT.  This Agreement constitutes the entire contract
between the  parties  hereto with  regard to the  subject  matter  hereof.  This
Agreement is made  pursuant to the  provisions of the 2005 Plan and shall in all
respects be construed in conformity with the express terms and provisions of the
2005 Plan.

3.  GOVERNING  LAW.  This  Agreement  shall be  governed  by, and  construed  in
accordance  with,  the  laws of the  State of New York  without  resort  to that
State's  conflict-of-laws rules. The parties hereto hereby irrevocably submit to
the  jurisdiction  of any state or federal  court  sitting in  Delaware,  in any
action or proceeding  brought to enforce or otherwise arising out of or relating
to this Agreement, and hereby waive any objection to venue in any such court and
any claim that such forum is an inconvenient forum.

4. COUNTERPARTS.  This Agreement may be executed in counterparts,  each of which
shall be deemed to be an original,  but all of which together  shall  constitute
one and the same instrument.

5.  SUCCESSORS AND ASSIGNS.  The provisions of this Agreement shall inure to the
benefit of, and be binding upon the Corporation and its successors and assignees
and  Optionee   and   Optionee's   legal   representatives,   heirs,   legatees,
distributees, assignees, and transferees by operation of law, whether or not any
such  person  shall have  become a party to this  Agreement  and have  agreed in
writing  to join  herein  and be bound by the terms and  conditions  hereof. 

IN WITNESS WHEREOF, the parties have executed this Agreement on the day and year
first indicated above.

CHINA MOBILITY SOLUTIONS, INC.:                 OPTIONEE:


By:                                             Address:
---------------------------------               ------------------------------

Title:
---------------------------------               -------------------------------








                                     - 19 -