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EXHIBIT 10.2
WELLS FARGO
REVOLVING LINE OF CREDIT NOTE
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$9,000,000.00
ONTARIO, CALIFORNIA
SEPTEMBER 1, 2005
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 $9,000,000.00, 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 "Prime Rate" is a
base rate that Bank from time to time
establishes and which serves as the basis
upon which effective rates of interest are
calculated for those loans making
reference thereto. 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, 2005.
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 shall not at any
time exceed the principal amount stated
above. The unpaid principal balance of
this obligation at any time shall be the
total amounts advanced hereunder by the
holder hereof less the am
