PATENT SECURITY AGREEMENT

Exhibit 10.3

PATENT SECURITY AGREEMENT

EMRISE Corporation, a Delaware corporation, and RO Associates Incorporated, a California corporation (collectively, “Grantor”), for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, grant to GVEC Resource IV Inc., a company organized and existing under the laws of the British Virgin Islands, as agent for and representative of (in such capacity herein called “Secured Party”) the financial institutions (“Lenders”) party to that certain Credit Agreement, entered into by and among the Grantor, Agent, and Lenders, dated as of November 30, 2007 ( the “Credit Agreement”), a continuing security interest in the following property:

(i) Each patent presently owned and listed on Schedule A hereto; and

(ii) All proceeds of the foregoing, including without limitation any claim by Grantor against third parties for damages (to the extent not effectively prohibited by an applicable and legally enforceable license agreement) by reason of past, present or future infringement of any patent now owned or hereafter owned by Grantor, in each case together with the right to xxx for and collect said damages:

to secure performance of all Obligations of Grantor under the Creditor Agreement and as set out in that certain Security Agreement dated as of November 30, 2007, by and among Grantor and Secured Party and others (the “Agreement”).

Grantor does hereby further acknowledge and affirm that the rights and remedies of Secured Party with respect to the security interest in the works of authorship, patents, patent registrations and recordings made and granted hereby are more fully set forth in the Agreement, the terms and provisions of which are incorporated by reference herein as if fully set forth herein.

All terms defined in the Agreement, whether by reference or otherwise, when used herein, shall have their respective meanings set forth therein, unless the context requires otherwise.

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IN WITNESS WHEREOF, Grantor has caused this Patent Security Agreement to be duly executed as of November 30, 2007.

	GRANTOR:
	EMRISE CORPORATION, a Delaware corporation
	By:	/S/ D. XXXX XXXXXXX
	Name:		D. XXXX XXXXXXX
	Title:		V.P. of Finance & Administration
	RO ASSOCIATES INCORPORATED,
	a California corporation
	By:	/S/ D. XXXX XXXXXXX
	Name:		D. XXXX XXXXXXX
	Title:		Secretary & Treasurer

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	ACCEPTED BY SECURED PARTY:
	GVEC RESOURCE IV INC., as Agent
	By:	/S/ XXXXXX X. XXXXXXXX
	Name:		Xxxxxx X. Xxxxxxxx
	Title:		Authorized Signatory
	By:	/S/ XXXXX XXXX XXXXXX
	Name:		Xxxxx Xxxx Xxxxxx
	Title:		Authorized Signatory

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Schedule A to

PATENT SECURITY AGREEMENT

Patents

EMRISE Corporation

Title

Jurisdiction

Serial Number

Filing Date

Status

Patent Number

Issue Date

(Inventors: Xxxxxx X. Xxxxxx; Xxxxxxx X. Xxxxxx)

Low Profile Rotary Switch

Brazil

PI0215831-0

8/29/02

Pending

N/A

N/A

Low Profile Rotary Switch

Canada

2494641

11/5/02

Pending

N/A

N/A

Low Profile Rotary Switch

Europe

02778749.8

11/5/02

Pending

N/A

N/A

Low Profile Rotary Switch

Japan

2004-532550

11/5/02

Pending

N/A

N/A

Low Profile Rotary Switch

PCT

PCT/US02/35610

11/5/02

Superceded

N/A

N/A

Low Profile Rotary Switch

US

10/523342

1/27/05

Pending

N/A

N/A

(Inventors: Xxxxxx X. Xxxxxx; Xxxxxxx X. Xxxxxx)

Low Profile Rotary Switch With Detent in the Bushing

Brazil

PI0314134-9

7/17/03

Pending

N/A

N/A

Low Profile Rotary Switch With Detent in the Bushing

Canada

2496034

7/17/03

Pending

N/A

N/A

Low Profile Rotary Switch With Detent in the Bushing

Europe

03811194.4

7/17/03

Pending

N/A

N/A

Low Profile Rotary Switch With Detent in the Bushing

Japan

2004-551425

7/17/03

Pending

N/A

N/A

Low Profile Rotary Switch With Detent in the Bushing

PCT

PCT/US03/22523

7/17/03

Superceded

N/A

N/A

Low Profile Rotary Switch With Detent in the Bushing

US

10/522700

1/27/05

Issued

7109430

9/19/06

Low Profile Rotary Switch With Detent in the Bushing

US

11/485249

7/11/06

Pending

N/A

N/A

(Inventor: Xxxxxx X. Xxxxxx)

Rotary Switch with Crown Detent

Canada

2548604

10/5/04

Pending

N/A

N/A

Rotary Switch with Crown Detent

Europe

04821443.1

10/5/04

Pending

N/A

N/A

Rotary Switch with Crown Detent

Japan

2006-551044

10/5/04

Pending

N/A

N/A

4

Title

Jurisdiction

Serial Number

Filing Date

Status

Patent Number

Issue Date

Rotary Switch with Crown Detent

PCT

PCT/US04/32797

10/5/04

Pending

N/A

N/A

(Inventor: Xxxxxx X. Xxxxxx)

Rotary Circuit Selectionwith Crown Detent

US

10/581240

6/2/06

Pending

N/A

N/A

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RO Associates Incorporated:

Title		Jurisdiction		Patent / Publication Number		Status		Publication / Issue Date
Current Sharing Signal Coupling/Decoupling Circuit for Power Converter Systems		US		6134129		Issued		10/17/2000
Improved Current Sharing Signal Coupling/Decoupling Circuit for Power Converter Systems		Australia		6397499A1		Published/pending		4/10/2000
Current Sharing Signal Coupling/Decoupling Circuit for Power Converter Systems		US		5428523		Issued		6/27/1995
Improved Current Sharing Signal Coupling/Decoupling Circuit for Power Converter Systems		Australia		6362794A1		Published/pending		10/24/1994
DC to DC Converter Apparatus		US		5075821		Issued		12/24/1991
DC to DC Converter Apparatus		US		D334171		Issued		3/23/1993
Method and Means for Protecting Xxxxxxxxx Xxxxxxxx		XX		0000000		Expired		8/15/1989
High Efficiency Power Supply Apparatus		US		3564384		Issued		2/16/1971

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