June 25, 2009

EMRISE CORPORATION

COMPENSATION COMMITTEE CHARTER

Purpose

The Compensation Committee (the “Committee”) of EMRISE Corporation (“EMRISE”) has the purpose and authority to undertake the specific duties and responsibilities listed below and will have the authority to undertake such other specific duties as the Board of Directors (“Board”) of EMRISE from time to time prescribes.

Membership

The Committee must consist of a minimum of three directors, all of whom shall meet the independence requirements of the principal exchange or system on which EMRISE’s common stock then trades and at least two of whom qualify as both “non-employee directors” of EMRISE as such term is defined in Rule 16b-3(b)(3)(i) of the Securities Exchange Act of 1934 (the “Exchange Act”), and “outside directors” within the meaning of Section 162(m) of the Internal Revenue Code of 1986. The members of the Committee shall be appointed by and serve at the discretion of the Board.

Responsibilities

The responsibilities of the Committee are set forth below:

• The Committee shall review and make recommendations to the Board regarding the compensation policies and plans and the types and amounts of, and criteria for payment of, compensation for all officers and directors of EMRISE, and such other employees and consultants of EMRISE as directed by the Board.

• The Committee shall act as administrator (as described in each of EMRISE’s stock and option plans (“Plans”)) of the Plans within the authority delegated by the Board. In its administration of the Plans, the Committee (or, as appropriate, a subcommittee of at least two members, all of whom are non-employee directors and outside directors as described under “Membership” above) may, among other things, (i) grant stock options or stock purchase rights to individuals eligible for such grants (including grants to individuals subject to Section 16 of the Exchange Act in compliance with Rule 16b-3 thereunder), (ii) amend such stock options or stock purchase rights in accordance with the terms of the Plans, and (iii) review and make recommendations to the Board with respect to amendments to the Plans and changes in the number of shares reserved for issuance thereunder.

• The Committee shall review and discuss with EMRISE’s management the disclosures required by Item 402(b) of Regulation S-K.

• The Committee shall review and reassess the adequacy of this Charter at least annually, and otherwise as conditions dictate.

Meetings

It is anticipated that the Committee will meet at least twice each year. However, the Committee may establish its own schedule, which it will provide to the Board in advance. At a minimum of one of such meetings annually, the Committee will consider stock plans, performance goals and incentive awards, and the overall coverage and composition of the compensation package.

Minutes

The Committee will maintain written minutes of its meetings, which minutes will be filed with the minutes of the meetings of the Board.

Reports

The Committee will provide written reports to the Board regarding recommendations of the Committee submitted to the Board for action, and copies of the written minutes of its meetings.