Emrise CORP
<DOCUMENT>
<TYPE>EX-10.65
<SEQUENCE>4
<FILENAME>emrise_10kex10-65.txt
<TEXT>
<PAGE>

EXHIBIT 10.65

                    DESCRIPTION OF COMPENSATION OF DIRECTORS

          Each non-employee director of EMRISE Corporation is entitled to
receive $1,000 per month as compensation for his services. In addition, each
board member chairing a standing committee is entitled to receive $500 per month
as compensation for his services. EMRISE reimburses all directors for
out-of-pocket expenses incurred in connection with attendance at board and
committee meetings. EMRISE may periodically award options or warrants to its
directors under its option and incentive plans.









</TEXT>
</DOCUMENT>
