Exhibit 10.1

AMENDMENT TO FORBEARANCE AGREEMENT AND AMENDMENT NO. 3 TO LOAN DOCUMENTS

THIS AMENDMENT TO FORBEARANCE AGREEMENT AND AMENDMENT NO. 3 TO LOAN DOCUMENTS (this “ Amendment ”), is entered into as of April 9, 2009, by and among GVEC RESOURCE IV INC. (“ Agent ”), as Agent and as a Lender, EMRISE CORPORATION , a Delaware corporation (“ Parent ”), and Parent’s Subsidiaries that are signatories hereto (collectively with Parent, “ Borrowers ”).

W I T N E S S E T H

WHEREAS, Borrowers, Agent and the Lenders named therein are parties to that certain Credit Agreement, dated as of November 30, 2007, as amended by that certain Amendment Number 1 to Loan Documents, dated August 20, 2008 (the “ First Amendment ”), that certain Amendment Number 2 to Loan Documents, dated February 12, 2009 (the “ Second Amendment ”), and that certain Forbearance Agreement and Amendment No. 3 to Loan Documents, dated March 20, 2009 (the “ Third Amendment ”) (as further amended, restated, supplemented, or modified from time to time, the “ Credit Agreement ”);

WHEREAS, pursuant to Section 7 of the Third Amendment, on or prior to April 10, 2009, the parties to the Credit Agreement agreed to enter into an amendment to the Credit Agreement to amend the financial covenants set forth in Sections 6.16(a), (b), and (c) of the Credit Agreement;

WHEREAS, the parties to the Credit Agreement wish to obtain additional time to comply with Section 7 of the Third Amendment;

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

1.             DEFINITIONS .   Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to them in the Third Amendment, as amended hereby.

2.             FORBEARANCE PERIOD.   Agent and Lenders acknowledge that the Forbearance Period is in effect as of the date hereof and agree that until the expiration of the Forbearance Period, it will forbear from exercising their respective default-related rights and remedies against Borrowers, including, but not limited, accelerating the Obligations or terminating any Commitments under the Credit Agreement, solely with respect to the continuation of the Specified Defaults during the Forbearance Period.

3.             AMENDMENT TO THIRD AMENDMENT .  Section 7 of the Third Amendment is hereby amended by deleting the first sentence of Section 7 of the Third Amendment and inserting the following sentence in its place:  “On or prior to April 15, 20