TRADEMARK SECURITY AGREEMENT

Exhibit 10.4

TRADEMARK SECURITY AGREEMENT

EMRISE Corporation, a Delaware corporation, RO Associates Incorporated, a California corporation and EMRISE Electronics Corporation, a New Jersey 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 trademark, trademark registration and trademark application listed on Schedule A hereto, and all of the goodwill of the business connected with the use of, and symbolized by, each such trademark, trademark registration and trademark application; 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 trademark or trademark registration listed in Schedule A hereto or by reason of injury to the goodwill associated with any such trademark or trademark registration or trademark license, in each case together with the right to xxx for and collect said damages;

to secure performance of all Obligations of Grantor under the Credit 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, trademarks, trademark registrations and recordings, and trademark applications 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 Trademark 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
	EMRISE ELECTRONICS CORPORATION, a New Jersey 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

TRADEMARK SECURITY AGREEMENT

Trademarks

EMRISE Corporation

Title

Jurisdiction

Serial Number

Filing Date

Status

Registration Number

Issue Date

VLP

Australia

1024618

6/22/04

Issued

832836

6/22/2004

VLP

Hungary

832836

6/22/04

Issued

832836

6/2/2005

VLP

Ireland

832836

6/22/04

Issued

832836

4/22/2005

VLP

Israel

173032

6/27/04

Issued

173032

10/9/2005

XXX

Xxxxx

0000000

6/22/04

Pending

N/A

6/28/2004

VLP

Iran

Z1231066

6/22/04

Issued

832836

6/22/2004

VLP

Japan

832836

6/22/04

Issued

832836

6/22/2004

VLP

Singapore

T04/17097E

6/22/04

Issued

832836

8/11/05

VLP

Turkey

832836

6/22/04

Issued

832836

2/25/2005

VLP

Taiwan

01163599

6/30/04

Issued

01163599

7/16/2005

VLP

United Kingdom

6/22/04

Issued

832836

3/23/2005

VLP

US

78/346552

12/30/03

Issued

2913348

12/21/2004

EMRISE

Europe

004496253

6/17/05

Registered

004496253

7/25/2006

EMRISE

Japan

2005-109295

11/21/05

Pending

N/A

N/A

EMRISE

US

78/636436

5/24/05

Pending

N/A

N/A

RO Associates Incorporated:

Xxxx		Jurisdiction		Serial Number		Registration Number		Issue Date
QUATTROVERTER		US		78106259		2708076		4/15/2003
SUPERVERTER		US		7673243		2482111		8/28/2001
MEGAVERTER		US		75582640		2281762		9/28/1999
UNIVERTER		US		75544651		2281572		9/28/1999
u VERTER		US		74137284		1694114		6/16/1992
NANOVERTER		US		74230586		1951638		1/23/1996
PICOVERTER		US		74230585		1914092		8/22/1995
MICROVERTER		US		74137282		1711279		9/1/1992

EMRISE Electronics Corporation:

Title

Jurisdiction

Serial Number

Filing Date

Status

Registration Number

Issue Date

DIGITRAN

European Community

165498

4/1/1996

Registered

165498

1/20/1999

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