AMENDMENT NUMBER 16 TO LOAN DOCUMENTS

Exhibit 10.2

This AMENDMENT NUMBER 16 TO LOAN DOCUMENTS (this “Sixteenth Amendment”) is entered into as of August 31, 2010, by and among GVEC RESOURCE IV INC. (the “Agent”), as Agent and as a Lender, PRIVATE EQUITY MANAGEMENT GROUP LLC, a Delaware limited liability company (“PEMG”), EMRISE CORPORATION, a Delaware corporation (“Parent”), and Parent’s Subsidiaries that are signatories hereto (collectively, with Parent, the “Borrowers” and each individually, a “Borrower”), with reference to the following facts:

A. Borrowers, Agent and the Lenders named therein are parties to that certain Credit Agreement, dated as of November 30, 2007, as amended by that certain Amendment Number 1 to Loan Documents, dated as of August 20, 2008, that certain Amendment Number 2 to Loan Documents, dated as of February 12, 2009, that certain Forbearance Agreement and Amendment Number 3 to Loan Documents, dated as of March 20, 2009 (as amended by that certain Amendment to Forbearance Agreement and Amendment Number 3 to Loan Documents, dated as of April 9, 2009), that certain Amendment Number 4 to Loan Documents, dated as of April 14, 2009, that certain Amendment Number 5 to Loan Documents, dated as of August 14, 2009, that certain Amendment Number 6 to Loan Documents, dated as of November 3, 2009, that certain Amendment Number 7 to Loan Documents, dated as of November 13, 2009, that certain Amendment Number 8 to Loan Documents, dated as of December 31, 2009, that certain Amendment Number 9 to Loan Documents, dated as of April 13, 2010, that certain Amendment Number 10 to Loan Documents, dated as of May 3, 2010, that certain Amendment Number 11 to Loan Documents, dated as of May 17, 2010, that certain Amendment Number 12 to Loan Documents, dated as of June 1, 2010, that certain Amendment Number 13 to Loan Documents, dated as of June 17, 2010, that certain Amendment Number 14 to Loan Documents, dated as of July 16, 2010 and that certain Amendment Number 15 to Loan Documents, dated as of July 31, 2010 (as further amended, restated, supplemented or modified from time to time, the “Credit Agreement”).

NOW, THEREFORE, for good and valuable consideration, the parties agree as follows:

1. Defined Terms. Capitalized terms not otherwise defined herein shall have the same meanings as set forth in the Credit Agreement.

2. Representations and Warranties.

(a) Each Borrower hereby represents and warrants that, after giving effect to this Sixteenth Amendment, no Event of Default or failure of condition has occurred or exists, or would exist with notice or lapse of time or both under the Credit Agreement.

(b) All representations and warranties of Borrowers in this Sixteenth Amendment and the Credit Agreement are true and correct as of the date hereof, and shall survive the execution of this Sixteenth Amendment.

3. Amendments. Subject to the timely consummation of the Stock Purchase Agreement (the “SPA”) between Emrise Electronics Corporation and Aeroflex Incorporated dated as of June 7, 2010 (which shall, in any event, be consummated not later than August 31, 2010), and the receipt by PEMG for the benefit of Agent of proceeds sufficient to satisfy all amounts (which amounts are more fully set forth in the payoff letter attached as Exhibit “B”) due under the Credit Agreement (other than an amount on account of the Term Loans not to exceed an aggregate of One Million Dollars ($1,000,000) and fees otherwise due PEMG in the amount of Two Hundred Thirty Seven Thousand Five Hundred Dollars ($237,500) which fees are permanently waived), the following provisions of the Credit Agreement shall be deemed to be amended and restated to read as follows:

(a) The Revolver is hereby terminated and Section 2.1 shall be deemed to be amended and restated in its entirety to read as follows:

“[Intentionally Omitted].”

(b) Section 2.2(a) shall be deemed to be amended and restated in its entirety to read as follows:

“(a) Subject to the terms and conditions of this Agreement, on August 31, 2010, Lenders shall be deemed to have made a term loan (the “Amended and Restated Term Loan A”) to Borrowers in an amount not to exceed One Million Dollars ($1,000,000).

“The Amended and Restated Term Loan A shall be repaid in accordance with the terms and conditions of that certain Amended and Restated Term Loan A Note.”

(d) Sections 2.2(d) and (e) hereby are deleted in their entireties.

(e) Section 2.7 shall be deemed to be amended and restated in its entirety to read as follows:

“[Intentionally Omitted].”

(f) Section 2.8 shall be deemed to be amended and restated in its entirety to read as follows:

“[Intentionally Omitted].”

(g) Section 2.11 shall be deemed to be amended and restated in its entirety to read as follows:

“[Intentionally Omitted].”

(h) A phrase is hereby added to the beginning of Section 5.2 as follows:

“If requested by Agent,”

(i) Section (c) of Schedule 5.3 shall be deemed to be amended and restated in its entirety to read as follows:

“[Intentionally Omitted].”

(j) Sections 5.4, 5.5, 5.9 and 5.15 shall be deemed to be amended and restated in their entirety to read as follows:

“[Intentionally Omitted].”

(k) A phrase is hereby added to the end of the introductory paragraph of Section 6 as follows:

“such consent not to be unreasonably withheld”

(l) Section 6.1(c) shall be deemed to be amended and restated in its entirety to read as follows:

“(c) Purchase Money Indebtedness and Indebtedness for working capital facilities,”

(m) Section 6.1(e) shall be deemed to be amended and restated in its entirety to read as follows:

“(e) other unsecured Indebtedness in an aggregate principal amount at any time outstanding not to exceed One Million Five Hundred Thousand Dollars ($1,500,000),”

(n) A new sentence is hereby added to the end of Section 6.2 as follows:

“Borrower may incur Liens to secure working capital facilities permitted under Section 6.1(c) and Agent hereby agrees to subordinate its security interest to such Liens on terms and conditions reasonably acceptable to Agent.”

(o) Section 6.16(d) is hereby deleted in its entirety.

(p) Section 6.21 is hereby deleted in its entirety.

(q) All of Agent’s and Lenders’ security interests in the assets of Advanced Control Components, Inc. (“ACC”) and Custom Components, Inc. (“CCI”), including without limitation, any pledge of stock in either ACC or CCI are automatically terminated and released, Agent will promptly deliver to Borrowers the original stock certificates of ACC and CCI and Borrowers are authorized to file of record UCC amendment statements terminating any financing statements naming ACC or CCI as debtor in favor of Agent or any Lender and Agent shall, at Borrowers’ expense, execute any other lien termination documents as Borrowers may reasonably request to effectuate this provision.

(r) Agent and Lenders hereby agree that as soon as is practical after execution hereof, Agent and Lenders will take all necessary steps to terminate any Lockbox Agreements (or related agreements) entered into by Agent, Lender, any Borrower and East West Bank. After the date hereof and prior to termination of such Lockbox Agreements (or related agreements), Agent shall turn over to Borrowers all items collected into the lockbox, on a daily basis.

(s) Agent consents to the consummation of the transactions contemplated under that certain Master Agreement dated June 7, 2010 among Parent, Borrowers, certain Subsidiaries of Borrower, Xxxxxxx X. Brand, Xxxxxx X. Xxxxx, Xxxxxx Xxxxx and Xxxxxxx Xxxxxxx

(t) Agent shall execute and deliver Deeds of Priority in favor of Lloyds TSB Commercial Finance Limited with respect to (i) XCEL Power Systems, Ltd and (ii) Pascall Electronics Limited in form and substance reasonably acceptable to Agent.

(u) The Term Loan A Note shall be replaced in its entirety with the Amended and Restated Term Loan A Note

(v) The defined term “Term Loan A” in the Credit Agreement shall mean and refer to the “Amended and Restated Term Loan A.”

4. Default. In addition to all other Events of Default under the Credit Agreement, the following shall constitute Events of Default under this Sixteenth Amendment and the Credit Agreement: (i) Borrowers’ failure to pay any amount when due under this Sixteenth Amendment or to perform any covenant or other agreement contained in this Sixteenth Amendment, or any other document entered into pursuant hereto, including but not limited to the Amended and Restated Term Loan A Note, and/or (ii) the termination of the SPA.

5. Conditions Precedent. The effectiveness of this Sixteenth Amendment is subject to Agent’s receipt of all of the following:

(a) this Sixteenth Amendment and such other agreements and instruments reasonably requested by Agent pursuant hereto (including such documents as are necessary to create and perfect Agent’s interest in the Collateral, and including but not limited to the Amended and Restated Term Loan A Note, substantially in the form attached hereto as Annex Q), each duly executed by each Borrower;

(b) payment by Borrowers to PEMG of an amendment fee in the amount of Twenty Thousand Dollars ($20,000), which shall be nonrefundable as of the date hereof and due and payable upon receipt of the “Closing Payment” under and as defined in the SPA;

(c) payment by Borrowers of all legal fees and expenses incurred through (which shall be due and payable on, and nonrefundable as of) the date of this Sixteenth Amendment (which shall be remitted via wire transfer according to the instructions set forth on Exhibit A hereto); and

(d) such other documents and completion of such other matters as Agent may reasonably deem necessary or appropriate.

6. Conditions Subsequent. Parent shall deliver to Agent, the following items by the respective dates following consummation of the SPA, each in form and content reasonably acceptable to Agent:

(a) A detailed post-closing outline of sources and uses of the purchase price, within 2 calendar days thereof; and

(b) Borrower’s go-forward, pro forma financials.

7. Release.

(a) Each Borrower acknowledges that neither Agent, any Lender nor PEMG (the “Released Parties”) would enter into this Sixteenth Amendment without Borrowers’ assurance hereunder. Except for the obligations arising hereafter under this Sixteenth Amendment, each Borrower hereby absolutely discharges and releases the Released Parties, any person or entity that has obtained any interest from any of them under the Credit Agreement or otherwise and each of the Released Parties’ and such entities’ former and present partners, stockholders, officers, directors, employees, successors, assignees, agents and attorneys from any known or unknown claims which any Borrower now has against any of them of any nature, including any claims that any Borrower, its successors, counsel, and advisors may in the future discover they would have now had if they had known facts not now known to them, whether founded in contract, in tort or pursuant to any other theory of liability, including but not limited to any claims arising out of or related to the Credit Agreement or the transactions contemplated thereby.

(b) Each Borrower waives the provisions of California Civil Code Section 1542, which states:

A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.

(c) The provisions, waivers and releases set forth in this section are binding upon each Borrower and each Borrower’s shareholders, agents, employees, assigns and successors in interest. The provisions, waivers and releases of this section shall inure to the benefit of the Released Parties and their respective agents, employees, officers, directors, assigns and successors in interest.

(d) Each Borrower warrants and represents that such Borrower is the sole and lawful owner of all right, title and interest in and to all of the claims released hereby and no Borrower has heretofore assigned or transferred or purported to assign or transfer to any person any such claim or any portion thereof. Each Borrower shall indemnify and hold harmless Agent, each Lender and PEMG from and against any claim, demand, damage, debt, liability (including payment of attorneys’ fees and costs actually incurred whether or not litigation is commenced) based on or arising out of any such assignment or transfer.

(e) The provisions of this section shall survive payment in full of the Obligations, full performance of all the terms of this Sixteenth Amendment and the Credit Agreement, and/or Agent’s, any Lender’s or PEMG’s actions to exercise any remedy available under the Credit Agreement or otherwise.

8. Consultation of Counsel. Each Borrower acknowledges that such Borrower has had the opportunity to be represented by legal counsel of its own choice throughout all of the negotiations that preceded the execution of this Sixteenth Amendment. Each Borrower has executed this Sixteenth Amendment after reviewing and understanding each provision of this Sixteenth Amendment and without reliance upon any promise or representation of any person or persons acting for or on behalf of Agent. Each Borrower further acknowledges that such Borrower and its counsel have had adequate opportunity to make whatever investigation or inquiry they may deem necessary or desirable in connection with the subject matter of this Sixteenth Amendment prior to the execution hereof and the delivery and acceptance of the consideration described herein.

9. Miscellaneous.

(a) Successors and Assigns. This Sixteenth Amendment shall be binding upon and shall inure to the benefit of Borrower and Agent and their respective successors and assigns; provided, however, that the foregoing shall not authorize any assignment by Borrower of its rights or duties hereunder.

(b) Integration. This Sixteenth Amendment and any documents executed in connection herewith or pursuant hereto contain the entire Sixteenth Amendment between the parties with respect to the subject matter hereof and supersede all prior agreements, understandings, offers and negotiations, oral or written, with respect thereto and no extrinsic evidence whatsoever may be introduced in any judicial or arbitration proceeding, if any, involving this Sixteenth Amendment; except that any financing statements or other agreements or instruments filed by Agent with respect to Borrower shall remain in full force and effect.

(c) Course of Dealing; Waivers. No course of dealing on the part of Agent or its officers, nor any failure or delay in the exercise of any right by Agent, shall operate as a waiver thereof, and any single or partial exercise of any such right shall not preclude any later exercise of any such right. Agent’s failure at any time to require strict performance by Borrower of any provision shall not affect any right of Agent thereafter to demand strict compliance and performance. Any suspension or waiver of a right must be in writing signed by an officer of Agent.

(d) Time is of the Essence. Time is of the essence as to each and every term and provision of this Sixteenth Amendment and the other Credit Agreement.

(e) Legal Effect. The Credit Agreement remains in full force and effect. If any provision of this Sixteenth Amendment conflicts with applicable law, such provision shall be deemed severed from this Sixteenth Amendment, and the balance of this Sixteenth Amendment shall remain in full force and effect.

(f) Choice of Law and Venue; Jury Trial Waiver; Judicial Reference; Service of Process. Section 12 of the Credit Agreement hereby is incorporated herein by this reference as though fully set forth.

(g) Upon the effectiveness of this Sixteenth Amendment, each reference in the Credit Agreement to “this Sixteenth Amendment,” “hereunder,” “herein,” “hereof” or words of like import referring to the Credit Agreement shall mean and refer to the Credit Agreement as amended by this Sixteenth Amendment.

(h) Upon the effectiveness of this Sixteenth Amendment, each reference in the Loan Documents to the “Credit Agreement” “thereunder,” “therein,” “thereof or words of like import referring to the Credit Agreement shall mean and refer to the Credit Agreement as amended by this Sixteenth Amendment.

(i) Assignment and Indemnity. Borrower consents to Agent’s assignment, in accordance with Section 13 of the Credit Agreement, of all or any part of Agent’s rights under this Sixteenth Amendment and the Credit Agreement.

10. Entire Amendment; Effect of Sixteenth Amendment. This Sixteenth Amendment, and the terms and provisions hereof, constitutes the entire Sixteenth Amendment among the parties pertaining to the subject matter hereof and supersedes any and all prior or contemporaneous amendments relating to the subject matter hereof. Except as expressly set forth in this Sixteenth Amendment, the Credit Agreement and other Loan Documents shall remain unchanged and in full force and effect. To the extent any terms or provisions of this Sixteenth Amendment conflict with those of the Credit Agreement or other Loan Documents, the terms and provisions of this Sixteenth Amendment shall control. This Sixteenth Amendment is a Loan Document.

11. Counterparts; Electronic Transmission. This Sixteenth Amendment may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument and any of the parties hereto may execute this Sixteenth Amendment by signing any such counterpart. Delivery of an executed counterpart of this Sixteenth Amendment by electronic mail shall be equally as effective as delivery of an original executed counterpart of this Sixteenth Amendment. Any party delivering an executed counterpart of this Sixteenth Amendment by electronic mail also shall deliver an original executed counterpart of this Sixteenth Amendment, but the failure to deliver an original executed counterpart shall not affect the validity, enforceability, and binding effect of this Sixteenth Amendment.

[Balance of Page Intentionally Left Blank]

IN WITNESS WHEREOF, the parties have caused this AMENDMENT NUMBER 16 TO LOAN DOCUMENTS to be executed and delivered on the date first written above.

EMRISE CORPORATION		EMRISE ELECTRONICS CORPORATION


By:	/s/ Xxxxxxx Xxxxx	By:	/s/ Xxxxxxx Xxxxx
Name: Xxxxxxx Xxxxx		Name: Xxxxxxx Xxxxx
Title: Chief Executive Officer		Title: President


CXR LARUS CORPORATION		ADVANCED CONTROL COMPONENTS, INC.


By:	/s/ Xxxxxxx Xxxxx	By:	/s/ Xxxxxxx Xxxxx
Name: Xxxxxxx Xxxxx		Name: Xxxxxxx Xxxxx
Title: President		Title: President


CUSTOM COMPONENTS, INC.		GVEC RESOURCE IV INC.,
		as Agent and a Lender

By:	/s/ Xxxxxxx Xxxxx	By: PRIVATE EQUITY MANAGEMENT
		GROUP LLC, its Court-Appointed Receiver
Name: Xxxxxxx Xxxxx
Title: President		By:	/s/ Xxx XxXxxxx
		Name: Xxx XxXxxxx
		Title: Chief Operating Officer
PRIVATE EQUITY MANAGEMENT GROUP LLC


By:	/s/ Xxx XxXxxxx
Name: Xxx XxXxxxx
Title: Chief Operating Officer

[Signature Page to Amendment Number 16 to Loan Documents]

ANNEX Q
(Amended and Restated Term Loan A Note)

[hard copy to be attached]

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AMENDMENT NUMBER 16 TO LOAN DOCUMENTS

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