**Exhibit 10.58**

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**AMENDMENT NUMBER 4TO LOAN DOCUMENTS**

** **

**THIS AMENDMENT NUMBER 4 TO LOAN DOCUMENTS**(this“Fourth Amendment”), is entered into as of April 14, 2009, by andamong **GVEC RESOURCE IV INC.**(“Agent”),as Agent and as a Lender, **EMRISE CORPORATION**,****a Delaware corporation (“Parent”), and Parent’sSubsidiaries that are signatories hereto (collectively with Parent, “Borrowers”).

 

**W I T N E S S E TH**

** **

WHEREAS, Borrowers, Agent and the Lenders named therein are parties tothat certain Credit Agreement, dated as of November 30, 2007, as amendedby that certain Amendment Number 1 to Loan Documents, dated August 20,2008 (the “First Amendment”), that certain Amendment Number 2 to LoanDocuments, dated February 12, 2009 (the “Second Amendment”), andthat certain Forbearance Agreement and Amendment Number 3 to Loan Documents,dated March 20, 2009 (as amended that certain Amendment to ForbearanceAgreement and Amendment Number 3 to Loan Documents, dated April 9, 2009,the “Third Amendment”) (as further amended, restated, supplemented, ormodified from time to time, the “Credit Agreement”);

 

WHEREAS, pursuant to Section 7 of the Third Amendment, on or priorto April 15, 2009, the parties to the Credit Agreement agreed to enterinto an amendment to the Credit Agreement to amend the financial covenants setforth in Sections 6.16(a), (b), and (c) of the Credit Agreement;

 

NOW, THEREFORE, for good and valuable consideration, the receipt andsufficiency of which are hereby acknowledged, the parties agree to amend theLoan Documents as follows:

 

# 1.                                       **DEFINITIONS.**  Capitalized terms used herein and nototherwise defined herein shall have the meanings ascribed to them in the CreditAgreement, as amended hereby.

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# 2.                                       **WAIVER OF DEFAULTS.**  Pursuantto Section 14.2 of the Credit Agreement, Agent and Required Lenders herebywaive any claims of breach or default arising out of or relating to the initialoccurrence of the Specified Defaults (as defined in the Third Amendment) andthe continuation of such Specified Defaults (as defined in the Third Amendment)through the Fourth AmendmentEffective Date. Agent and the Required Lenders further acknowledge that no accelerationof any Obligations or termination of any Commitments under the Credit Agreementshall be triggered by the initial occurrence of the Specified Defaults (asdefined in the Third Amendment) and the continuation of such SpecifiedDefaults (as defined in the Third Amendment) through the Fourth AmendmentEffective Date.

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# 3.                                       **AMENDMENT TO CREDIT AGREEMENT**.

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## (a)                                  Schedule1.1 of the Credit Agreement is amended by the addition or amendment andrestatement, as applicable, of the following definitions:

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“Additional Unfinanced CapitalExpenditures Amount” has the meaning specified therefor in Section 6.16(f).

 

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“Debt Service Coverage Ratio” means,for any period, the ratio of (i) EBITDA less cash taxes less UnfinancedCapital Expenditures to (ii) cash Interest Expense, plus payments ofprincipal actually made or scheduled to be made with respect to Indebtedness(including principal payments on the Term Loans under the Agreement), plusdividends and distributions.

 

“Fourth Amendment” means that certainAmendment Number 4 to Loan Documents, dated as of April 14, 2009, by andamong Borrowers, Agent and the Lenders party thereto.

 

“Fourth Amendment Effective Date”means the date on which each of the conditions precedent set forth in Section 4of the Fourth Amendment has been satisfied.

 

“Leverage Ratio” means, with respectto Borrowers for any date of calculation, the ratio of (i) all of the Obligationsof Borrowers under the Agreement to (ii) the Combined Capital Base lessnet intangible assets (including goodwill) as reported on Borrowers’consolidated balance sheet as of the date such calculation is made.

 

“Liquidity” means, with respect toBorrowers for any date of calculation, the sum of (i) all Cash and Cash Equivalents,and (ii) unused but available Advances calculated by the RevolverBorrowing Base, minus (iii) any accounts payables aged more than 30 dayspast due date.

 

“Unfinanced Capital Expenditures”means Capital Expenditures paid in cash (other than cash that constitutes theproceeds of Purchase Money Indebtedness).

 

## (b)                                 Anew Section 5.22 to the Credit Agreement is hereby added asfollows:

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“**5.22      Additional Capital.**  On or prior to September 30, 2009, Borrowersshall provide evidence to Agent that Borrowers shall have received a minimum of$2,000,000 (Two Million Dollars) in Net Cash Proceeds (after the payment of allunderwriting commissions, investment banking fees and other fees and expensesassociated therewith) from the sale of Borrowers’ Stock.  Notwithstanding anything to the contrarycontained herein, including but not limited to the provisions of Section 2.4(c) ofthis Agreement, Borrower shall apply a portion of such Net Cash Proceeds to paydown a portion of the Obligations, which payments shall be applied according tothe terms of this Agreement, based on the following schedule:

 

(a)           Withrespect to the first $2,000,000 of Net Cash Proceeds, $500,000 shall be appliedto the Obligations;

 

(b)           Withrespect to the next $1,000,000 of Net Cash Proceeds (i.e., between $2,000,001 and$3,000,000), fifty percent (50%) of such Net Cash Proceeds shall be applied to theObligations; and

 

(c)           Withrespect to the amount of Net Cash Proceeds in excess of the first $3,000,000, thirtypercent (30%) of such Net Cash Proceeds shall be applied to the Obligations.”

 

## (c)                                  Section 6.16of the Credit Agreement is amended and restated as follows:

 

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## “6.16       **FinancialCovenants**.

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### (a)                                  **Minimum EBITDA**.  Fail to achieve EBITDA, measured on a fiscalquarter-end basis, of not less than the required amount set forth in thefollowing table for the applicable period set forth opposite thereto; provided,however that any EBITDA in excess of the amounts required in any givenquarter may be used to satisfy future minimum EBITDA quarterly requirements andprovided, further, that such excess shall not be applied to anyquarter more than twelve (12) months following the end of the quarter as towhich such excess existed:

 

| **Applicable Period**                                             | ** ** | **Minimum Amount** | ** ** |
|-------------------------------------------------------------------|------------|--------------------|------------|
| For  Borrowers’ fiscal quarter ending in March 2009     |       | $                  | 1,188,000  |   |
| For  Borrowers’ fiscal quarter ending in June 2009      |       | $                  | 589,000    |   |
| For  Borrowers’ fiscal quarter ending in September 2009 |       | $                  | 1,562,000  |   |
| For  Borrowers’ fiscal quarter ending in December 2009  |       | $                  | 1,060,000  |   |
| For  Borrowers’ fiscal quarter ending in March 2010     |       | $                  | 1,490,000  |   |
| For  Borrowers’ fiscal quarter ending in June 2010      |       | $                  | 1,686,000  |   |
| For  Borrowers’ fiscal quarter ending in September 2010 |       | $                  | 1,632,000  |   |
| For  Borrowers’ fiscal quarter ending in December 2010  |       | $                  | 1,909,000  |   |

###  

### (b)                                 **Debt Service Coverage Ratio. **Fail to achieve a Debt ServiceCoverage Ratio, measured quarterly at the end of each calendar quarter, of notless than the amount set forth in the following table for the applicable periodset forth opposite thereto or 1.10:1.00, whichever is less; provided, however,that (i) any EBITDA in excess of the amounts required in any given quartermay be used to satisfy future Debt Service Coverage Ratio requirements and provided,further, that such excess shall not be applied to any quarter more thantwelve (12) months following the end of the quarter as to which such excessexisted and (ii) any Additional Unfinanced Capital Expenditure Amount maybe used to satisfy future Debt Service Coverage Ratio requirements and provided,further, that such amount shall not be applied to any quarter more thansix (6) months following the end of the quarter as to which such AdditionalUnfinanced Capital Expenditures Amount was created:

 

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| **Applicable Period**                                             | ** ** | **Minimum Ratio** | ** ** |
|-------------------------------------------------------------------|------------|-------------------|------------|
| For  Borrowers’ fiscal quarter ending in March 2009     |       | 0.72:1.00         |       |
| For  Borrowers’ fiscal quarter ending in June 2009      |       | 0.03:1.00         |       |
| For  Borrowers’ fiscal quarter ending in September 2009 |       | 1.00:1.00         |       |
| For  Borrowers’ fiscal quarter ending in December 2009  |       | 0.52:1.00         |       |
| For  Borrowers’ fiscal quarter ending in March 2010     |       | 0.55:1.00         |       |
| For  Borrowers’ fiscal quarter ending in June 2010      |       | 0.66:1.00         |       |
| For  Borrowers’ fiscal quarter ending in September 2010 |       | 0.83:1.00         |       |
| For  Borrowers’ fiscal quarter ending in December 2010  |       | 0.23:1.00         |       |

 

### (c)                                  **Maximum Leverage Ratio**.  Fail to achieve a Leverage Ratio, measuredquarterly at the end of each calendar quarter, of not greater than the amountset forth in the following table for the applicable period set forth oppositethereto:

 

| **Applicable Period**                                             | ** ** | **Maximum Ratio** | ** ** |
|-------------------------------------------------------------------|------------|-------------------|------------|
| For  Borrowers’ fiscal quarter ending in March 2009     |       | 11.13:1.00        |       |
| For  Borrowers’ fiscal quarter ending in June 2009      |       | 13.59:1.00        |       |
| For  Borrowers’ fiscal quarter ending in September 2009 |       | 7.29:1.00         |       |
| For  Borrowers’ fiscal quarter ending in December 2009  |       | 7.20:1.00         |       |
| For  Borrowers’ fiscal quarter ending in March 2010     |       | 6.26:1.00         |       |
| For Borrowers’  fiscal quarter ending in June 2010      |       | 5.17:1.00         |       |
| For  Borrowers’ fiscal quarter ending in September 2010 |       | 4.46:1.00         |       |
| For  Borrowers’ fiscal quarter ending in December 2010  |       | 3.60:1.00         |       |

 

### (d)                                 **Minimum Liquidity**.  Fail to achieve a minimum Liquidity, measuredquarterly at the end of each calendar quarter, of not less than the amount setforth in the following table for the applicable period set forth oppositethereto:

 

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| **Applicable Period**                                             | ** ** | **Minimum Amount** | ** ** |
|-------------------------------------------------------------------|------------|--------------------|------------|
| For  Borrowers’ fiscal quarter ending in March 2009     |       | $                  | 3,400,000  |   |
| For  Borrowers’ fiscal quarter ending in June 2009      |       | $                  | 4,200,000  |   |
| For  Borrowers’ fiscal quarter ending in September 2009 |       | $                  | 5,200,000  |   |
| For  Borrowers’ fiscal quarter ending in December 2009  |       | $                  | 4,000,000  |   |
| For  Borrowers’ fiscal quarter ending in March 2010     |       | $                  | 4,600,000  |   |
| For  Borrowers’ fiscal quarter ending in June 2010      |       | $                  | 4,200,000  |   |
| For  Borrowers’ fiscal quarter ending in September 2010 |       | $                  | 5,500,000  |   |
| For  Borrowers’ fiscal quarter ending in December 2010  |       | $                  | 3,800,000  |   |

 

# (e)                                  **Capital Expenditures**.The aggregate of all Capital Expenditures (for Borrowers and theirSubsidiaries) shall not be more than the amount set forth in the followingtable for the applicable period set forth opposite thereto:

 

| **Applicable Period**                                             | ** ** | **Maximum Amount** | ** ** |
|-------------------------------------------------------------------|------------|--------------------|------------|
| For  Borrowers’ fiscal year ending in December 31, 2009 |       | $                  | 600,000    |   |
| For  Borrowers’ fiscal year ending in December 31, 2010 |       | $                  | 1,800,000  |   |

 

(f)                                    **Unfinanced Capital Expenditures**.** **The amount of Unfinanced CapitalExpenditures (for Borrowers and their subsidiaries) in any fiscal quarter shallnot be in excess of $62,500; provided, however, that if in anyfiscal quarter the amount of Unfinanced Capital Expenditures (for Borrowers andtheir subsidiaries) is less than $62,500, then the difference between suchamount and $62,500 (the “Additional Unfinanced Capital Expenditures Amount”),may be used by Borrowers to increase the maximum Unfinanced CapitalExpenditures (for Borrowers and their subsidiaries) to an amount equal to $62,500plus the Additional Unfinanced Capital Expenditures Amount in any futurequarter and provided, further, that such Additional UnfinancedCapital Expenditures Amount may not be applied to any quarter more than six (6) monthsfollowing the end of the quarter as to which such Additional Unfinanced CapitalExpenditures Amount was created.

 

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# 4.                                       **CONDITIONS PRECEDENT TO THIS FOURTH AMENDMENT.**  The satisfaction of each of the followingshall constitute conditions precedent to the effectiveness of this FourthAmendment and each and every provision hereof:

#  

## (a)                                      Therepresentations and warranties in the Credit Agreement and the other LoanDocuments shall be true and correct in all material respects on and as of the FourthAmendment Effective Date, as though made on such date (except to the extentthat such representations and warranties relate solely to an earlier date);

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## (b)                                     Exceptfor the Specified Defaults, no Default or Event of Default shall have occurredand be continuing on the date hereof or as of the Fourth Amendment EffectiveDate;

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## (c)                                      Noinjunction, writ, restraining order, or other order of any nature prohibiting,directly or indirectly, the consummation of the transactions contemplatedherein shall have been issued and remain in force by any Governmental Authorityagainst any Borrower, Agent, any Lender or any of their Affiliates; and

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## (d)                                     NoMaterial Adverse Change shall have occurred.

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# 5.                                       **COMPLIANCE WITH SECTION 7 OF THE THIRDAMENDMENT.**  Borrowers andAgent acknowledge that, effective upon the occurrence of the Fourth AmendmentEffective Date, the provisions of Section 7 of the Credit Agreement havebeen complied with.

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# 6.                                       **CONSTRUCTION.**  THIS FOURTH AMENDMENT SHALL BE GOVERNED BY,AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF CALIFORNIA APPLICABLETO CONTRACTS MADE AND TO BE PERFORMED IN THE STATE OF CALIFORNIA.

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# 7.                                       **ENTIRE AMENDMENT; EFFECT OF FOURTH AMENDMENT.**  This Fourth Amendment, and the terms andprovisions hereof, constitutes the entire agreement among the partiespertaining to the subject matter hereof and supersedes any and all prior orcontemporaneous amendments relating to the subject matter hereof.  Except as expressly set forth in this FourthAmendment, the Credit Agreement and other Loan Documents shall remain unchangedand in full force and effect.  To theextent any terms or provisions of this Fourth Amendment conflict with those ofthe Credit Agreement or other Loan Documents, the terms and provisions of thisFourth Amendment shall control.  This FourthAmendment is a Loan Document.

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# 8.                                       **COUNTERPARTS; TELEFACSIMILE EXECUTION.**  This Fourth Amendment may be executed in anynumber of counterparts, all of which taken together shall constitute one andthe same instrument and any of the parties hereto may execute this FourthAmendment by signing any such counterpart. Delivery of an executed counterpart of this Fourth Amendment bytelefacsimile shall be equally as effective as delivery of an original executedcounterpart of this Fourth Amendment. Any party delivering an executed counterpart of this Fourth Amendment bytelefacsimile also shall deliver an original executed counterpart of this FourthAmendment, but the failure to deliver an original executed counterpart shallnot affect the validity, enforceability, and binding effect of this FourthAmendment.

 

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# 9.                                       **MISCELLANEOUS**.

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## (a)                                  Uponthe effectiveness of this Fourth Amendment, each reference in the CreditAgreement to “this Agreement,” “hereunder,” “herein,” “hereof”or words of like import referring to the Credit Agreement shall mean and referto the Credit Agreement as amended by this Fourth Amendment.

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## (b)                                 Uponthe effectiveness of this Fourth Amendment, each reference in the Loan Documentsto the “Credit Agreement,” “thereunder,” “therein,” “thereof”or words of like import referring to the Credit Agreement shall mean and referto the Credit Agreement as amended by this Fourth Amendment.

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[signatures on next page]

 

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IN WITNESS WHEREOF, the parties have caused this Fourth Amendment to beexecuted and delivered on the date first written above.

 
| **EMRISE CORPORATION**      | **EMRISE ELECTRONICS CORPORATION**                |
|-----------------------------|---------------------------------------------------|
|                        |                                              |
|                        |                                              |
| By:                         | /s/ D. John Donovan                               |   | By: | /s/ D. John Donovan |
| Title:                      | Treasurer                                         | Title: | Treasurer |
|                        |                                              |   |   |
|                        |                                              |   |   |
| **CXS LARUS CORPORATION**   | **RO ASSOCIATES INCORPORATED**                    |
|                        |                                              |   |   |
|                        |                                              |   |   |
| By:                         | /s/ D. John Donovan                               |   | By: | /s/ D. John Donovan |
| Title:                      | Treasurer                                         | Title: | Treasurer |
|                        |                                              |   |   |
|                        |                                              |   |   |
| **CUSTOM COMPONENTS, INC.** | **ADVANCED CONTROL COMPONENTS, INC.**             |
| ** **                  |                                              |   |
| ** **                  |                                              |   |
| By:                         | /s/ D. John Donovan                               |   | By: | /s/ D. John Donovan |
| Title:                      | Treasurer                                         | Title: | Treasurer |
| ** **                  |                                              |   |
| ** **                  |                                              |
| ** **                  | **GVEC RESOURCE IV INC.**,  as Agent and a Lender |
| ** **                  | ** **                                        |
| ** **                  |                                              |   |
|                        | By:                                               | /s/ signature illegible |
|                        | Title:                                            | Authorized Signatory |
| ** **                  |                                              |   |
| ** **                  |                                              |   |
|                        | By:                                               | /s/ signature illegible |
|                        | Title:                                            | Authorized Signatory |

 

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