Exhibit
      10.1

    


    CHINA
      TRANSINFO TECHNOLOGY CORP.

    DIRECTOR
      AGREEMENT

    


    THIS
      AGREEMENT (this “Agreement”)
      is
      made as of the 28th
      day of
      September, 2008 (the “Effective Date”) and is by and between China TransInfo
      Technology Corp., a Nevada corporation (hereinafter referred to as the
“Company”)
      and
      Brandon Ho-Ping Lin (hereinafter referred to as the “Director”).

    


    BACKGROUND

    


    On
      July
      17, 2008, the Company and two major shareholders of the Company, Karmen
      Investment Holdings Limited and Leguna Verde Investments Limited (the “Major
      Shareholders”), entered into a voting agreement (the “Voting Agreement”) with
      SAIF Partners III L.P. (“SAIF”), pursuant to which, among other things, the
      Company agreed to increase the size of its Board of Directors to seven and
      ensure the election of the Director within a pre-defined period. In addition,
      under the Voting Agreement, SAIF and the Major Shareholders agreed, during
      the
      term of the Voting Agreement, to vote, or cause to be voted, all shares owned
      by
      them, to ensure that the Director will be elected as a director of the Company.
      

    


    The
      Board
      of Directors of the Company now desire to appoint the Director to fill an
      existing vacancy and to have the Director perform the duties of a director
      and
      the Director desires to be so appointed for such position and to perform the
      duties required of such position in accordance with the terms and conditions
      of
      this Agreement.

    


    AGREEMENT

    


    In
      consideration for the above recited promises and the mutual promises contained
      herein, the adequacy and sufficiency of which are hereby acknowledged, the
      Company and the Director hereby agree as follows:

    


    1. DUTIES.
      The
      Company requires that the Director be available to perform the duties of a
      director customarily related to this function as may be determined and assigned
      by the Board of Directors of the Company and as may be required by the Company’s
      constituent instruments, including its certificate or articles of incorporation,
      bylaws and its corporate governance and board committee charters, each as
      amended or modified from time to time, and by applicable law, including the
      Nevada General Corporation Law. The Director agrees to devote as much time
      as is
      necessary to perform completely the duties as the Director of the Company.
      The
      Director will perform such duties described herein in accordance with the
      general fiduciary duty of directors arising under the Nevada General Corporation
      Law and Chapter 78 of the Nevada Revised Statutes.

    


    2. TERM.
      The
      term of this Agreement shall commence as of the date of the Director’s
      appointment by the board of directors of the Company (in the event the Director
      is appointed to fill a vacancy) or the date of the Director’s election by the
      stockholders of the Company and shall continue until the Director’s removal or
      resignation. 


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    3. COMPENSATION.
      The
      Company will pay the Director a director’s fee of $18,000 per annum, payable in
      equal monthly installments. This fee represents a retainer for services rendered
      as a member of the Company’s Board of Directors, and is in addition to any fees
      to which the Director may be entitled under guidelines and rules established
      by
      the Company from time to time for compensating directors for serving on, and
      attending meetings of, committees of its Board of Directors and the board of
      directors of its subsidiaries. In addition to the foregoing, the Director will
      be granted nonstatutory stock options for the purchase of 30,000 shares of
      common stock. The
      options shall vest in equal installments on a quarterly basis over a three-year
      period. The stock option grant shall be evidenced by a stock option agreement
      (the “Stock
      Option Agreement”)
      and
      the stock options will be subject to the terms and conditions of such Stock
      Option Agreement. 

     

    4. EXPENSES.
      In
      addition to the compensation provided in paragraph 3 hereof, the Company will
      reimburse the Director for pre-approved reasonable business related expenses
      incurred in good faith in the performance of the Director’s duties for the
      Company. Such payments shall be made by the Company upon submission by the
      Director of a signed statement itemizing the expenses incurred. Such statement
      shall be accompanied by sufficient documentary matter to support the
      expenditures.

    


    5. CONFIDENTIALITY.
      The
      Company and the Director each acknowledge that, in order for the intents and
      purposes of this Agreement to be accomplished, the Director shall necessarily
      be
      obtaining access to certain confidential information concerning the Company
      and
      its affairs, including, but not limited to business methods, information
      systems, financial data and strategic plans which are unique assets of the
      Company (“Confidential
      Information”).
      The
      Director covenants not to, either directly or indirectly, in any manner, utilize
      or disclose to any person, firm, corporation, association or other entity any
      Confidential Information.

    


    6. TERMINATION.
      Subject
      to the Voting Agreement, with or without cause, the Company and the Director
      may
      each terminate this Agreement at any time upon ten (10) days written notice,
      and
      the Company shall be obligated to pay to the Director the compensation and
      expenses due up to the date of the termination. Nothing contained herein or
      omitted herefrom shall prevent the stockholder(s) of the Company from removing
      the Director with immediate effect at any time for any reason.

    


    7. INDEMNIFICATION.
      The
      Company shall indemnify, defend and hold harmless the Director, to the full
      extent allowed by the law of the State of Nevada, and as provided by, or granted
      pursuant to, any charter provision, bylaw provision, agreement (including,
      without limitation, the Indemnification Agreement executed herewith), vote
      of
      stockholders or disinterested directors or otherwise, both as to action in
      the
      Director’s official capacity and as to action in another capacity while holding
      such office. The Company and the Director are executing the Indemnification
      Agreement in the form attached hereto as Exhibit A.


    
      
        
        

      

      
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    8. EFFECT
      OF WAIVER.
      The
      waiver by either party of the breach of any provision of this Agreement shall
      not operate as or be construed as a waiver of any subsequent breach
      thereof.

    


    9. NOTICE.
      Any and
      all notices referred to herein shall be sufficient if furnished in writing
      at
      the addresses specified on the signature page hereto or, if to the Company,
      to
      the Company’s address as specified in filings made by the Company with the U.S.
      Securities and Exchange Commission and if by fax to 86-10-
      62637657.

     

    10. GOVERNING
      LAW.
      This
      Agreement shall be interpreted in accordance with, and the rights of the parties
      hereto shall be determined by, the laws of the State of Nevada without reference
      to that state’s conflicts of laws principles.

    


    11. ASSIGNMENT.
      The
      rights and benefits of the Company under this Agreement shall be transferable,
      and all the covenants and agreements hereunder shall inure to the benefit of,
      and be enforceable by or against, its successors and assigns. The duties and
      obligations of the Director under this Agreement are personal and therefore
      the
      Director may not assign any right or duty under this Agreement without the
      prior
      written consent of the Company.

    


    12. MISCELLANEOUS.
      If any
      provision of this Agreement shall be declared invalid or illegal, for any reason
      whatsoever, then, notwithstanding such invalidity or illegality, the remaining
      terms and provisions of this Agreement shall remain in full force and effect
      in
      the same manner as if the invalid or illegal provision had not been contained
      herein.

    


    13. ARTICLE
      HEADINGS.
      The
      article headings contained in this Agreement are for reference purposes only
      and
      shall not affect in any way the meaning or interpretation of this
      Agreement.

    


    14. COUNTERPARTS. This
      Agreement may be executed in any number of counterparts, all of which taken
      together shall constitute one instrument. Facsimile execution and delivery
      of
      this Agreement is legal, valid and binding for all purposes.

    


    15. ENTIRE
      AGREEMENT. Except
      as
      provided elsewhere herein, this Agreement sets
      forth the entire agreement of the parties with respect to
      its
      subject
      matter and supersedes all prior agreements, promises, covenants, arrangements,
      communications, representations or warranties, whether oral or written, by
      any
      officer, employee or representative of any party to this
      Agreement with respect
      to
      such
      subject matter.

     

    16. NOTICE
      OF MATERIAL CHANGE IN FINANCIAL CONDITION OF COMPANY.
      The
      Company shall notify the Director in writing, at the earliest practicable time,
      of any material adverse change in the financial condition of the Company or
      of
      any other material event or condition that may require action by the Director
      in
      his capacity as a director or otherwise related to his duties as a director
      under this Agreement. 

     

    [Signature
      Page Follows]


    
      
        
        

      

      
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    IN
      WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
      executed and signed as of the Effective Date.

    


    
      	
              CHINA
                TRANSINFO TECHNOLOGY CORP.

            
	 	 	 
	
              BY:

            	 	
              /s/
                Shudong Xia

            
	 	 	
              Name:
                Shudong Xia

            
	 	 	
              Title:
                CEO and President

            
	 	 	 
	 	 	 
	
              DIRECTOR

            
	 	 	 
	
              BY:

            	
                 

            	
              /s/
                Branddon Ho-Ping Lin

            
	 	
                 

            	
              Name:
                Brandon Ho-Ping Lin

            
	 	
                 

            	
              Address:
                18F Tower C

            
	 	 	
              Central
                International Trade Center

              
                6A
                  Jianguomenwai Avenue

                
                  Chaoyang
                    District

                  
                    Beijing,
                      China 100022