Exhibit 10.8


 


TERM LOAN C NOTE


 


	
  $3,000,000

  	
   

  	
                                                                   August 20,
  2008

  



 


FOR VALUE RECEIVED, EMRISE CORPORATION, a Delaware corporation (“Parent”), EMRISE
ELECTRONICS CORPORATION,  a
New Jersey corporation (“EEC”), CXR LARUS CORPORATION, a Delaware corporation (“CXR”) and RO
ASSOCIATES INCORPORATED, a California corporation (“RO”),
(each of Parent, EEC, CXR and RO is referred to herein individually as a
“Borrower” and, collectively, as
the “Borrowers”), hereby jointly
and severally promise to pay GVEC RESOURCE IV
INC., a company organized under the laws of the British Virgin
Islands or its registered assigns (“Payee”),
on or before February 15, 2009, the lesser of (a) THREE MILLION
DOLLARS AND ZERO CENTS ($3,000,000.00), and (b) the unpaid principal
amount of Term Loan C made by Payee to the Borrowers under the Credit Agreement
referred to below, all as more particularly set forth herein.  The principal hereof shall be due and payable
as provided in the Credit Agreement referred to below.


 


Borrowers also hereby jointly and severally promise to pay interest on
the unpaid principal amount hereof, from the date hereof until paid in full, at
the rates and at the times which shall be determined in accordance with the
provisions of that certain Credit Agreement, dated as of November 30, 2007
(as amended, restated, replaced, supplemented or otherwise modified from time
to time, the “Credit Agreement”;
the terms defined therein and not otherwise defined herein being used herein as
therein defined), by and among Borrowers,
the Lenders that are signatories thereto, and Payee, as Arranger and Agent.


 


This
Term Loan C Note is issued pursuant to and entitled to the benefits of the
Credit Agreement, to which reference is hereby made for a more complete
statement of the terms and conditions under which Term Loan C evidenced hereby
was made and is to be repaid.


 


All
payments of principal and interest in respect of this Term Loan C Note shall be
made in lawful money of the United States of America in same day funds to Agent’s
Account for the account of the Lender Group or at such other place as shall be
designated in writing for such purpose in accordance with the terms of the
Credit Agreement.  Payee hereby agrees,
by its acceptance hereof, that before disposing of this Term Loan C Note or any
part hereof it will make a notation hereon of all principal payments previously
made hereunder and of the date to which interest hereon has been paid; provided,
the failure to make a notation of any payment made on this Term Loan C Note
shall not limit or otherwise affect the obligations of the Borrowers hereunder
with respect to payments of principal of or interest on this Term Loan C Note.


 


This
Term Loan C Note is subject to mandatory prepayment and to prepayment at the
option of Borrowers, each as provided in the Credit Agreement.


 


THIS
TERM LOAN C NOTE AND THE RIGHTS AND OBLIGATIONS OF THE BORROWERS AND PAYEE
HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE
WITH, THE INTERNAL LAWS OF 


 

















 


THE STATE OF CALIFORNIA, WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES
THEREOF.


 


Upon
the occurrence of an Event of Default, the unpaid balance of the principal
amount of this Term Loan C Note, together with all accrued and unpaid interest
thereon, may become, or may be declared to be, due and payable in the manner,
upon the conditions and with the effect provided in the Credit Agreement.


 


The
terms of this Term Loan C Note are subject to amendment only in the manner provided
in the Credit Agreement.


 


No
reference herein to the Credit Agreement and no provision of this Term Loan C
Note or the Credit Agreement shall alter or impair the obligations of
Borrowers, which are absolute and unconditional, to pay the principal of and
interest on this Term Loan C Note at the place, at the respective times, and in
the currency herein prescribed.


 


Borrowers
promise,  jointly and severally, to
pay all costs and expenses, including reasonable attorneys’ fees, all as
provided in the Credit Agreement, incurred in the collection and enforcement of
this Term Loan C Note.  Borrowers and any
endorsers of this Term Loan C Note hereby consent to renewals and extensions of
time at or after the maturity hereof, without notice, and hereby waive diligence,
presentment, protest, demand notice of every kind and, to the full extent
permitted by law, the right to plead any statute of limitations as a defense to
any demand hereunder.


 


[Signature Page Follows]


 

















 


IN WITNESS WHEREOF,
the Borrowers have caused this Term Loan C Note to be duly executed and
delivered by its officer thereunto duly authorized as of the date and at the
place first written above.


 


 


	
   

  	
  EMRISE CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Carmine T. Oliva

  
	
   

  	
  Name:

  	
  Carmine T. Oliva

  
	
   

  	
  Title:

  	
  Chief Executive Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  EMRISE ELECTRONICS

  CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Carmine T. Oliva

  
	
   

  	
  Name:

  	
  Carmine T. Oliva

  
	
   

  	
  Title:

  	
  Chief Executive Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  CXR LARUS CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Carmine T. Oliva

  
	
   

  	
  Name:

  	
  Carmine T. Oliva

  
	
   

  	
  Title:

  	
  Chief Executive Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  RO ASSOCIATES INCORPORATED

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Carmine T. Oliva

  
	
   

  	
  Name:

  	
  Carmine T. Oliva

  
	
   

  	
  Title:

  	
  Chief Executive Officer