EXHIBIT 10.4
TERM NOTE
$200,000 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 XXXXX FARGO BANK,
NATIONAL ASSOCIATION (the "Lender"), acting through its Xxxxx Fargo Business
Credit operating division, on the Termination Date set forth in the Credit and
Security Agreement dated the same date as this Term 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 Term Note), at Xxxxxx's office located at 000 X. Xxx Xxxxxx
Xxxxxx, Xxxxx 000, Xxxxxxxx, Xxxxxxxxxx 00000, 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 Two Hundred
Thousand Dollars ($200,000) or the aggregate unpaid principal amount of all Term
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 Term Note is fully paid at the rate from
time to time in effect under the Credit Agreement.
This Term Note is the Term Note referred to 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 Term Note may be
prepaid only in accordance with the terms of the Credit Agreement. This Term
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 hereby agree to pay all costs of
collection, including attorneys' fees and legal expenses in the event this Term
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 Term Note. The Borrowers and each endorser of this Term 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 Term 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 Xxxxxx against any other Borrower or any
Collateral granted by any other Borrower.
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EMRISE CORPORATION
EMRISE ELECTRONICS CORPORATION
RO ASSOCIATES INCORPORATED
CXR LARUS CORPORATION
By:
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Name:
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Its: President
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