8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (earliest event reported):  May 14, 2009

EMRISE CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	1-10346	77-0226211
(State or other jurisdiction of	(Commission	(I.R.S. Employer
incorporation)	file number)	Identification No.)

611 Industrial Way

Eatontown, NJ 07224

(Address of principal executive offices) (Zip code)

(732) 389-0355

(Registrant’s telephone number, including area code)

Not applicable

Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240-13e-4(c))

Item 1.01.Entry Into a Material Definitive Agreement.

On November 30, 2007, EMRISE Corporation (the “Company”) and certain of its subsidiaries (collectively with the Company’s subsidiaries that later became party to the agreement pursuant to that certain Amendment Number 1 to Loan Documents dated August 20, 2008, the “Borrowers”) entered into a Credit Agreement with GVEC Resource IV Inc. (the “Lender”), an affiliate of Private Equity Management Group (as amended to date, the “Credit Agreement”).

On May 14, 2009, the Borrowers and the Lender entered into a letter agreement (“Waiver”) pursuant to which the Lender waived all defaults arising out of or relating to (i) the failure of Borrowers to comply with certain financial covenants under the Credit Agreement and (ii) the failure of Borrowers to pay approximately $180,000 in interest payments due and owing under the Credit Agreement on April 1, 2009 (which amounts were subsequently paid by the Borrowers in May 2009).  Pursuant to the terms of the Waiver, the Borrowers paid to the Lender a fee of $50,000 in consideration of the actions taken by the Lender in connection with Waiver.

A copy of the Waiver is attached as Exhibit 10.1 to this report.  The foregoing summary of the terms of the Waiver does not purport to be complete and is qualified in its entirety by reference to the full text of the letter agreement filed as an exhibit to this report.

Item 9.01Financial Statements and Exhibits

d.Exhibits:

10.1 Letter Agreement, dated May 14, 2009, by and among EMRISE Corporation, EMRISE Electronics Corporation, CXR Larus Corporation, RO Associates Incorporated, Advanced Control Components, Inc., Custom Control Components, Inc. and GVEC Resource IV Inc.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	EMRISE CORPORATION
Dated: May 15, 2009	By:	/s/ D. JOHN DONOVAN
		D. John Donovan, Vice President Finance and Administration (principal financial officer)

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INDEX TO EXHIBITS ATTACHED TO THIS REPORT

Exhibit No.	Description
10.1	Letter Agreement, dated May 14, 2009, by and among EMRISE Corporation, EMRISE Electronics Corporation, CXR Larus Corporation, RO Associates Incorporated, Advanced Control Components, Inc., Custom Control Components, Inc. and GVEC Resource IV Inc.

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EX-10.1

Exhibit 10.1

May 11, 2009

Emrise Corporation

9485 Haven Avenue, Suite 100

Rancho Cucamonga, California 91730

Attn:  John Donovan, Vice President Finance and Administration

Re:  Credit Agreement – Covenant Waivers

Dear Mr. Donovan:

Reference is made to that certain Credit Agreement, dated as of November 30, 2007 (as amended, restated, supplemented, or modified from time to time, the “Credit Agreement”), by and among GVEC RESOURCE IV INC. (“Agent”), as Agent and as a Lender, EMRISE CORPORATION, a Delaware corporation (“Parent”), and Parent’s Subsidiaries that are signatories hereto (collectively with Parent, “Borrowers”).  Capitalized terms, which are used herein but not defined herein, shall have the meanings ascribed to them in the Credit Agreement.

Borrowers have failed to comply with the following: (i) Sections 6.16(a), (b) and (c) of the Credit Agreement for Borrowers’ fiscal quarter end March 31, 2009, and (ii) Section 2.6(c) of the Credit Agreement with respect to interest payments due and owing on April 1, 2009 (which amounts were subsequently paid by Borrowers in May 2009); such failures constitute Events of Default (collectively, the “Designated Events of Default”) under the Credit Agreement.  Borrowers have requested that Agent waive the Designated Events of Default on the terms and conditions set forth herein.

By Borrowers’ signature below, Borrowers hereby agree to the following:

1.             Agent hereby waives the Designated Events of Default, provided that Borrowers (i) execute and deliver a copy of this letter agreement to Agent no later than the date of this letter and (ii) pay to Lender by wire transfer in immediately available funds no later than the date of this letter a waiver fee in the amount of $50,000.

2.             The waiver set forth in Section 1 of this letter is not a waiver of any subsequent Default or Event of Default of the same provisions of the Credit Agreement, nor is it a waiver of any other current or future Default or Event of Default.  Agent is not obligated to provide this or any other waiver of the default rights of the Lender Group.

3.             The $50,000 waiver fee is fully earned and immediately payable as of the date of this letter and no portion of such waiver fee shall be refundable for any reason, or applied to the outstanding balance of the Term Loans or any other amounts owing under the Credit Agreement.

4.             This letter agreement may be executed in any number of counterparts which, when taken together, shall constitute but one agreement.  Delivery of an executed counterpart of this

letter agreement by telefacsimile shall be equally effective as delivery of a manually executed counterpart.

Please indicate your agreement to the foregoing by executing a copy of this letter agreement in the space below.

GVEC RESOURCE IV INC., as Agent and a Lender
By:	/s/ Robert P. Mosier
	Robert P. Mosier, Receiver for Private Equity Management Group, Inc., Private Equity Management Group, LLC, and related entities and affiliates, Authorized Party
CONSENTED AND AGREED TO:
EMRISE CORPORATION
By:	/s/ John Donovan
Title:	V.P. Finance and Administration
EMRISE ELECTRONICS CORPORATION
By:	/s/ John Donovan
Title:	Chief Financial Officer
CXR LARUS CORPORATION
By:	/s/ John Donovan
Title:	Chief Financial Officer
RO ASSOCIATES INCORPORATED
By:	/s/ John Donovan
Title:	Chief Financial Officer
CUSTOM COMPONENTS, INC.
By:	/s/ John Donovan
Title:	Treasurer

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ADVANCED CONTROL COMPONENTS, INC.
By:	/s/ John Donovan
Title:	Treasurer

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