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 ▇▇▇▇▇ FARGO BANK,
NATIONAL ASSOCIATION (the "Lender"), acting through its ▇▇▇▇▇ 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 ▇▇▇▇▇▇'s office located at ▇▇▇ ▇. ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, 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 number of days elapsed and a 360-day year,
from the date hereof until this Revolving Note is fully paid at the rate from
time to time in effect under the Credit Agreement. This Revolving Note is the
Revolving Note referenced in the Credit Agreement, and is subject to the terms
of the Credit Agreement, which provides, among other things, for acceleration
hereof. Principal and interest due hereunder shall be payable as provided in the
Credit Agreement, and this Revolving Note may be prepaid only in accordance with
the terms of the Credit Agreement. This Revolving Note is secured, among other
things, pursuant to the Credit Agreement and the Security Documents as therein
defined, and may now or hereafter be secured by one or more other security
agreements, mortgages, deeds of trust, assignments or other instruments or
agreements.
The Borrowers shall pay all costs of collection, including reasonable
attorneys' fees and legal expenses if this Revolving Note is not paid when due,
whether or not legal proceedings are commenced.
The Borrowers waive, to the full extent permitted by law, the right to
plead any statutes of limitations as a defense to Indebtedness represented by
this Revolving Note. The Borrowers and each endorser of this Revolving Note (i)
waives, to the full extent permitted by law, presentment, demand for payment,
notice of dishonor, protest, notice of protest, notice of intent to accelerate,
notice of acceleration and all other notices or demands of any kind (except
notices specifically provided for in the Loan Documents). Any person included as
one of the Borrowers that is an accommodation party, co-maker, guarantor or
other surety and each endorser of this Revolving Note hereby (I) waives all
suretyship defenses, (II) consents to any and all future releases of other
Borrowers and other guarantors, releases of Collateral and amendments,
modifications, extensions, renewals, restatements and supplements of Loan
Documents, and (III) agrees to make payment and that Lender may realize upon
Collateral granted by the person without prior action by ▇▇▇▇▇▇ against any
other Borrower or any Collateral granted by any other Borrower.
[SIGNATURES ON NEXT PAGE]
-1-
EMRISE CORPORATION
EMRISE ELECTRONICS CORPORATION
RO ASSOCIATES INCORPORATED
CXR LARUS CORPORATION
By:
------------------------------
Name:
------------------------------
Its: President
-2-