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EXHIBIT 10.3
REVOLVING NOTE
$5,000,000
December 1, 2006
For value received, the undersigned, EMRISE CORPORATION, a
Delaware
corporation ("Emrise Corporation"), EMRISE ELECTRONICS CORPORATION,
a New Jersey
corporation ("Emrise Electronics"), RO ASSOCIATES INCORPORATED, a
California
corporation ("RO Associates"), and CXR LARUS CORPORATION, a
Delaware corporation
("Larus"; Larus, Emrise Corporation, Emrise Electronics, and RO
Associates are
sometimes referred to individually herein as a "Borrower" and
collectively as
the "Borrowers"), hereby promise to pay to the order of WELLS FARGO
BANK,
NATIONAL ASSOCIATION (the "Lender"), acting through its Wells Fargo
Business
Credit operating division, on the Termination Date referenced in
the Credit and
Security Agreement dated the same date as this Revolving Note that
was entered
into by the Lender and the Borrowers (as amended from time to time,
the "Credit
Agreement"; to which reference is made for capitalized terms used
by not defined
in this Revolving Note), at Lender's office located at 245 S. Los
Robles Avenue,
Suite 700, Pasadena, California 91101, or at any other place
designated at any
time by the holder hereof, in lawful money of the United States of
America and
in immediately available funds, the principal sum of Five Million
Dollars
($5,000,000) or the aggregate unpaid principal amount of all
Revolving Advances
made by the Lender to the Borrowers under the Credit Agreement,
together with
interest on the principal amount hereunder remaining unpaid from
time to time,
computed on the basis of the actual numb
