Exhibit 10.4


 


TRADEMARK
SECURITY AGREEMENT


 


EMRISE Corporation, a Delaware corporation, RO
Associates Incorporated, a California corporation and EMRISE Electronics
Corporation, a New Jersey corporation (collectively, “Grantor”), for good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, grant to GVEC Resource IV Inc., a company organized and existing
under the laws of the British Virgin Islands, as agent for and representative
of (in such capacity herein called “Secured Party”) the financial
institutions (“Lenders”) party to that certain Credit Agreement, entered
into by and among the Grantor, Agent, and Lenders, dated as of November 30,
2007 ( the “Credit Agreement”), a continuing security interest in
the following property:


 


(i)            Each trademark, trademark
registration and trademark application listed on Schedule A hereto, and all of the goodwill of the business
connected with the use of, and symbolized by, each such trademark, trademark
registration and trademark application; and


 


(ii)           All proceeds of the foregoing, including without limitation
any claim by Grantor against third parties for damages (to the extent not
effectively prohibited by an applicable and legally enforceable license
agreement) by reason of past, present or future infringement of any trademark
or trademark registration listed in Schedule
A hereto or by reason of injury to the goodwill associated with any
such trademark or trademark registration or trademark license, in each case
together with the right to sue for and collect said damages;


 


to secure
performance of all Obligations of Grantor under the Credit Agreement and as set
out in that certain Security Agreement dated as of November 30, 2007, by and
among Grantor and Secured Party and others (the “Agreement”).


 


Grantor does hereby further acknowledge and affirm
that the rights and remedies of Secured Party with respect to the security
interest in the works of authorship, trademarks, trademark registrations and
recordings, and trademark applications made and granted hereby are more fully
set forth in the Agreement, the terms and provisions of which are incorporated
by reference herein as if fully set forth herein.


 


All terms defined in the Agreement, whether by
reference or otherwise, when used herein, shall have their respective meanings
set forth therein, unless the context requires otherwise.


 


1

















 


IN WITNESS WHEREOF, Grantor has caused this Trademark Security
Agreement to be duly executed as of November 30, 2007.


 


 


	
   

  	
  GRANTOR:

  	
   

  
	
   

  	
   

  
	
   

  	
  EMRISE CORPORATION, a Delaware
  

  corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
       /S/ D. JOHN DONOVAN

  	
   

  
	
   

  	
  Name:

  	
     D. JOHN DONOVAN

  	
   

  
	
   

  	
  Title: 

  	
   V.P. of Finance & Administration

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  RO ASSOCIATES INCORPORATED,

  
	
   

  	
  a California corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
       /S/ D. JOHN DONOVAN

  	
   

  
	
   

  	
  Name:

  	
     D. JOHN DONOVAN

  	
   

  
	
   

  	
  Title: 

  	
  Secretary & Treasurer

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  EMRISE ELECTRONICS CORPORATION,
  

  a New Jersey corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
       /S/ D. JOHN DONOVAN

  	
   

  
	
   

  	
  Name:

  	
     D. JOHN DONOVAN

  	
   

  
	
   

  	
  Title: 

  	
  Secretary & Treasurer

  	
   

  
						



 


2

















 


	
   

  	
  ACCEPTED BY SECURED PARTY:

  	
   

  
	
   

  	
   

  
	
   

  	
  GVEC RESOURCE IV INC., as
  Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
       /S/ ROBERT J. ANDERSON

  	
   

  
	
   

  	
  Name:

  	
     Robert J. Anderson

  	
   

  
	
   

  	
  Title: 

  	
  Authorized Signatory

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
       /S/ PETER PAUL MENDEL

  	
   

  
	
   

  	
  Name:

  	
     Peter Paul Mendel

  	
   

  
	
   

  	
  Title: 

  	
  Authorized Signatory

  	
   

  
						



 


3

















 


Schedule
A to


 


TRADEMARK
SECURITY AGREEMENT


 


Trademarks


 


EMRISE Corporation


 


	
  Title

  	
   

  	
  Jurisdiction

  	
   

  	
  Serial
  

  Number

  	
   

  	
  Filing

  Date

  	
   

  	
  Status

  	
   

  	
  Registration
  

  Number

  	
   

  	
  Issue

  Date

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  VLP

  	
   

  	
  Australia

  	
   

  	
  1024618

  	
   

  	
  6/22/04

  	
   

  	
  Issued

  	
   

  	
  832836

  	
   

  	
  6/22/2004

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  VLP

  	
   

  	
  Hungary

  	
   

  	
  832836

  	
   

  	
  6/22/04

  	
   

  	
  Issued

  	
   

  	
  832836

  	
   

  	
  6/2/2005

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  VLP

  	
   

  	
  Ireland

  	
   

  	
  832836

  	
   

  	
  6/22/04

  	
   

  	
  Issued

  	
   

  	
  832836

  	
   

  	
  4/22/2005

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  VLP

  	
   

  	
  Israel

  	
   

  	
  173032

  	
   

  	
  6/27/04

  	
   

  	
  Issued

  	
   

  	
  173032

  	
   

  	
  10/9/2005

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  VLP

  	
   

  	
  India

  	
   

  	
  1292840

  	
   

  	
  6/22/04

  	
   

  	
  Pending

  	
   

  	
  N/A

  	
   

  	
  6/28/2004

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  VLP

  	
   

  	
  Iran

  	
   

  	
  Z1231066

  	
   

  	
  6/22/04

  	
   

  	
  Issued

  	
   

  	
  832836

  	
   

  	
  6/22/2004

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  VLP

  	
   

  	
  Japan

  	
   

  	
  832836

  	
   

  	
  6/22/04

  	
   

  	
  Issued

  	
   

  	
  832836

  	
   

  	
  6/22/2004

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  VLP

  	
   

  	
  Singapore

  	
   

  	
  T04/17097E

  	
   

  	
  6/22/04

  	
   

  	
  Issued

  	
   

  	
  832836

  	
   

  	
  8/11/05

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  VLP

  	
   

  	
  Turkey

  	
   

  	
  832836

  	
   

  	
  6/22/04

  	
   

  	
  Issued

  	
   

  	
  832836

  	
   

  	
  2/25/2005

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  VLP

  	
   

  	
  Taiwan

  	
   

  	
  01163599

  	
   

  	
  6/30/04

  	
   

  	
  Issued

  	
   

  	
  01163599

  	
   

  	
  7/16/2005

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  VLP

  	
   

  	
  United Kingdom

  	
   

  	
   

  	
   

  	
  6/22/04

  	
   

  	
  Issued

  	
   

  	
  832836

  	
   

  	
  3/23/2005

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  VLP

  	
   

  	
  US

  	
   

  	
  78/346552

  	
   

  	
  12/30/03

  	
   

  	
  Issued

  	
   

  	
  2913348

  	
   

  	
  12/21/2004

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  EMRISE

  	
   

  	
  Europe

  	
   

  	
  004496253

  	
   

  	
  6/17/05

  	
   

  	
  Registered

  	
   

  	
  004496253

  	
   

  	
  7/25/2006

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  EMRISE

  	
   

  	
  Japan

  	
   

  	
  2005-109295

  	
   

  	
  11/21/05

  	
   

  	
  Pending

  	
   

  	
  N/A

  	
   

  	
  N/A

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  EMRISE

  	
   

  	
  US

  	
   

  	
  78/636436

  	
   

  	
  5/24/05

  	
   

  	
  Pending

  	
   

  	
  N/A

  	
   

  	
  N/A

  	
   

  



 


RO Associates
Incorporated:


 


	
  Mark

  	
   

  	
  Jurisdiction

  	
   

  	
  Serial
  Number

  	
   

  	
  Registration
  Number

  	
   

  	
  Issue
  Date

  
	
  QUATTROVERTER

  	
   

  	
  US

  	
   

  	
  78106259

  	
   

  	
  2708076

  	
   

  	
  4/15/2003

  
	
  SUPERVERTER

  	
   

  	
  US

  	
   

  	
  7673243

  	
   

  	
  2482111

  	
   

  	
  8/28/2001

  
	
  MEGAVERTER

  	
   

  	
  US

  	
   

  	
  75582640

  	
   

  	
  2281762

  	
   

  	
  9/28/1999

  
	
  UNIVERTER

  	
   

  	
  US

  	
   

  	
  75544651

  	
   

  	
  2281572

  	
   

  	
  9/28/1999

  
	
  u VERTER

  	
   

  	
  US

  	
   

  	
  74137284

  	
   

  	
  1694114

  	
   

  	
  6/16/1992

  
	
  NANOVERTER

  	
   

  	
  US

  	
   

  	
  74230586

  	
   

  	
  1951638

  	
   

  	
  1/23/1996

  
	
  PICOVERTER

  	
   

  	
  US

  	
   

  	
  74230585

  	
   

  	
  1914092

  	
   

  	
  8/22/1995

  
	
  MICROVERTER

  	
   

  	
  US

  	
   

  	
  74137282

  	
   

  	
  1711279

  	
   

  	
  9/1/1992

  



 


EMRISE Electronics
Corporation:


 


	
  Title

  	
   

  	
  Jurisdiction

  	
   

  	
  Serial
  

  Number

  	
   

  	
  Filing

  Date

  	
   

  	
  Status

  	
   

  	
  Registration
  

  Number

  	
   

  	
  Issue

  Date

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  DIGITRAN

  	
   

  	
  European Community

  	
   

  	
  165498

  	
   

  	
  4/1/1996

  	
   

  	
  Registered

  	
   

  	
  165498

  	
   

  	
  1/20/1999

  	
   

  



 


4