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2 similar Subordinated Contingent Secured Promissory Note contracts by Emrise CORP

AMENDMENT NO. 3 TO SUBORDINATED CONTINGENT SECURED PROMISSORY NOTE
Subordinated Contingent Secured Promissory Note • November 13th, 2012 • Emrise CORP • Electronic components, nec

THIS AMENDMENT NO. 3 TO SUBORDINATED CONTINGENT SECURED PROMISSORY NOTE (this "Amendment") is entered into effective as of November 1, 2012, by and between EMRISE Electronics Corporation, a New Jersey corporation (the "Company"), and Joanne Couse ("Holder") and amends that certain Subordinated Contingent Secured Promissory Note (the "Note") dated August 20, 2008 by and between the Company and Holder, as amended by Amendment No. 1 dated as of November 20, 2009 and Amendment No. 2 dated as of August 31, 2010. All capitalized terms not otherwise defined in this Amendment shall have the meanings set forth in the Note.

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AMENDMENT NO. 3 TO SUBORDINATED CONTINGENT SECURED PROMISSORY NOTE
Subordinated Contingent Secured Promissory Note • November 13th, 2012 • Emrise CORP • Electronic components, nec

THIS AMENDMENT NO. 3 TO SUBORDINATED CONTINGENT SECURED PROMISSORY NOTE (this "Amendment") is entered into effective as of November 1, 2012, by and between EMRISE Electronics Corporation, a New Jersey corporation (the "Company"), and Charles Brand ("Holder") and amends that certain Subordinated Contingent Secured Promissory Note (the "Note") dated August 20, 2008 by and between the Company and Holder, as amended by Amendment No. 1 dated as of November 20, 2009 and Amendment No. 2 dated as of August 31, 2010. All capitalized terms not otherwise defined in this Amendment shall have the meanings set forth in the Note.

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