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Exhibit 10.2
WELLS FARGO
REVOLVING LINE OF CREDIT NOTE
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$1,500,000.00
Ontario, California
September 1,2006
FOR VALUE RECEIVED, the undersigned Emrise Corporation ("Borrower")
promises to
pay to the order of WELLS FARGO BANK, NATIONAL ASSOCIATION ("Bank")
at its
office at Inland Empire RCBO, 4141 Inland Empire Blvd., Suite #350,
Ontario, CA
91764, or at such other place as the holder hereof may designate,
in lawful
money of the United States of America and in immediately available
funds, the
principal sum of $1,500,000.00, or so much thereof as may be
advanced and be
outstanding, with interest thereon, to be computed on each advance
from the date
of its disbursement as set forth herein.
1.
INTEREST:
1.1 INTEREST.
The outstanding principal balance of this Note shall bear
interest (computed on the basis of a 360-day year, actual days
elapsed) at a
rate per annum equal to the Prime Rate in effect from time to time.
The term
"Prime Rate" means at any time the rate of interest most recently
announced
within Bank at its principal office as its Prime Rate, with the
understanding
that the Prime Rate is one of Bank's base rates and serves as the
basis upon
which effective rates of interest are calculated for those loans
making
reference thereto, and is evidenced by the recording thereof after
its
announcement in such internal publication or publications as Bank
may designate.
Each change in the rate of interest hereunder shall become
effective on the date
each Prime Rate change is announced within Bank.
1.2 PAYMENT OF
INTEREST. Interest accrued on this Note shall be payable on the
1st day of each month, commencing October 1, 2006.
1.3 DEFAULT
INTEREST. From and after the maturity date of this Note, or
such
earlier date as all principal owing hereunder becomes due and
payable by
acceleration or otherwise, the outstanding principal balance of
this Note shall
bear interest until paid in full at an increased rate per annum
(computed on the
basis of a 360-day year, actual days elapsed) equal to 4% above the
rate of
interest from time to time applicable to this Note.
2.
BORROWING AND REPAYMENT:
2.1 BORROWING
AND REPAYMENT. Borrower may from time to time during the term
of
this Note borrow, partially or wholly repay its outstanding
borrowings, and
reborrow, subject to all of the limitations, terms and conditions
of this Note
and of the Credit Agreement between Borrower and Bank defined
below; provided
however, that the total outstanding borrowings under this
Note
