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 sue 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.

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. JOHN DONOVAN
Name:		D. JOHN DONOVAN
Title:		V.P. of Finance & Administration


RO ASSOCIATES INCORPORATED,
a California corporation


By:	/S/ D. JOHN DONOVAN
Name:		D. JOHN DONOVAN
Title:		Secretary & Treasurer

ACCEPTED BY SECURED PARTY:

GVEC RESOURCE IV INC., as Agent


By:	/S/ ROBERT J. ANDERSON
Name:		Robert J. Anderson
Title:		Authorized Signatory


By:	/S/ PETER PAUL MENDEL
Name:		Peter Paul Mendel
Title:		Authorized Signatory

Schedule A to

PATENT SECURITY AGREEMENT

Patents

EMRISE Corporation

Title

Jurisdiction

Serial Number

Filing
Date

Status

Patent Number

Issue
Date

(Inventors: Donald L. Horton;
William J. Miller)

Low Profile Rotary Switch

Brazil

PI0215831-0

8/29/02

Pending

N/A

Low Profile Rotary Switch

Canada

2494641

11/5/02

Pending

N/A

Low Profile Rotary Switch

Europe

02778749.8

11/5/02

Pending

N/A

Low Profile Rotary Switch

Japan

2004-532550

11/5/02

Pending

N/A

Low Profile Rotary Switch

PCT

PCT/US02/35610

11/5/02

Superceded

N/A

Low Profile Rotary Switch

10/523342

1/27/05

Pending

N/A

(Inventors: Donald L. Horton; William J. Miller)