Exhibit
      10.2

    


    CHINA
      TRANSINFO TECHNOLOGY CORP.

    DIRECTOR
      AGREEMENT

    


    THIS
      AGREEMENT (this “Agreement”)
      is
      made as of the 28th
      day of
      September, 2008 and is by and between China TransInfo Technology Corp., a Nevada
      corporation (hereinafter referred to as the “Company”)
      and
      Dongyuan Yang (hereinafter referred to as the “Director”).

    


    BACKGROUND

    


    The
      Board
      of Directors of the Company desires to appoint the Director to fill an existing
      vacancy and to have the Director perform the duties of an independent 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 an
      independent 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,
      including duties as a member of the Audit Committee and such other committees
      as
      the Director may hereafter be appointed to. 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 RMB120,000 (approximately
      $17,500) 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 non-employee directors for serving on, and attending meetings
      of,
      committees of its Board of Directors and the board of directors of its
      subsidiaries. 


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    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. NON-COMPETE.
      During
      the term of this Agreement and for a period of twelve (12) months following
      the
      Director’s removal or resignation from the Board of Directors of the Company or
      any of its subsidiaries or affiliates (the “Restricted
      Period”),
      the
      Director shall not, directly or indirectly, (i) in any manner whatsoever engage
      in any capacity with any business competitive with the Company’s current lines
      of business or any business then engaged in by the Company, any of its
      subsidiaries or any of its affiliates (the “Company’s
      Business”)
      for
      the Director’s own benefit or for the benefit of any person or entity other than
      the Company or any subsidiary or affiliate; or (ii) have any interest as owner,
      sole proprietor, stockholder, partner, lender, director, officer, manager,
      employee, consultant, agent or otherwise in any business competitive with the
      Company’s Business; provided,
      however,
      that
      the Director may hold, directly or indirectly, solely as an investment, not
      more
      than one percent (1%) of the outstanding securities of any person or entity
      which is listed on any national securities exchange or regularly traded in
      the
      over-the-counter market notwithstanding the fact that such person or entity
      is
      engaged in a business competitive with the Company’s Business. In addition,
      during the Restricted Period, the Director shall not develop any property for
      use in the Company’s Business on behalf of any person or entity other than the
      Company, its subsidiaries and affiliates.

    


    7. TERMINATION.
      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.

    


    8. 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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    9. 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.

    


    10. 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.

     

    11. 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.

    


    12. 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.

    


    13. 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.

    


    14. 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.

    


    15. 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.

    


    16. 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.

     

    [Signature
      Page Follows]

     

    
      
        
        

      

      
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    IN
      WITNESS WHEREOF, the parties hereto have caused this Independent Director’s
      Contract to be duly executed and signed as of the day and year first above
      written.

    


    
      	
              CHINA
                TRANSINFO TECHNOLOGY CORP.

            
	 	 
	
              BY:

            	
              /s/
                Shudong Xia

            
	 	
              Name:
                Shudong Xia

            
	 	
              Title:
                CEO and President

            
	 	 
	 	 
	
              INDEPENDENT
                DIRECTOR

            
	 	 
	
              BY:

            	
              /s/
                Dongyuan Yang

            
	 	
              Name:
                Dongyuan Yang

            
	 	
              Address:
                645-101 Tonji Xincun Zhangwu Road

            
	 	
              Shanghai,
                China 200092