EXHIBIT
10.5


 


REVOLVER LOAN NOTE


 


	
  $7,000,000

  	
   

  	
  November 30, 2007

  



 


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 November 30, 2010, the lesser of (a) SEVEN MILLION DOLLARS
AND ZERO CENTS ($7,000,000.00), and (b) the unpaid principal amount of the
Advances 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
Revolver Loan 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 the Advances evidenced hereby
were made and are to be repaid.


 


All
payments of principal and interest in respect of this Revolver Loan 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 Revolver Loan 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 Revolver Loan Note shall not limit or
otherwise affect the obligations of the Borrowers hereunder with respect to
payments of principal of or interest on this Revolver Loan Note.


 


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


 


THIS
REVOLVER LOAN 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 


 


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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 Revolver Loan 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 Revolver Loan 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 Revolver Loan
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 Revolver Loan 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 Revolver Loan Note. Borrowers and any endorsers of this Revolver Loan 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]


 


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IN WITNESS WHEREOF, the
Borrowers have caused this Revolver Loan 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/ D. JOHN DONOVAN

  	
   

  
	
   

  	
  Name:

  	
    D. JOHN DONOVAN

  	
   

  
	
   

  	
  Title:

  	
  V.P. of Finance & Administration

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  EMRISE ELECTRONICS 

  CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
       /S/ D. JOHN DONOVAN

  	
   

  
	
   

  	
  Name:

  	
    D. JOHN DONOVAN

  	
   

  
	
   

  	
  Title:

  	
  Secretary & Treasurer

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  CXR LARUS CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
       /S/ D. JOHN DONOVAN

  	
   

  
	
   

  	
  Name:

  	
    D. JOHN DONOVAN

  	
   

  
	
   

  	
  Title:

  	
  Secretary & Treasurer

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  RO ASSOCIATES INCORPORATED

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
       /S/ D. JOHN DONOVAN

  	
   

  
	
   

  	
  Name:

  	
    D. JOHN DONOVAN

  	
   

  
	
   

  	
  Title:

  	
  Secretary & Treasurer

  	
   

  
								



 


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