POWER OF ATTORNEY

Know all by these presents, that the undersigned hereby
constitutes and appoints D. John Donovan and Brandi L. Festa,
Vice President Finance and Administration and Controller,
respectively, of EMRISE Corporation (the Company), with full
power of substitution, as the undersigneds true and lawful
attorney-in-fact to:
prepare, execute in the undersigneds name and on the
undersigneds behalf, and submit to the U.S. Securities and
Exchange Commission (the SEC) a Form ID, including amendments
thereto, and any other documents necessary or appropriate to
obtain codes and passwords enabling the undersigned to make
electronic filings with the SEC of reports required by Section
16(a) of the Securities Exchange Act of 1934, as amended (the
Act) or any rule or regulation of the SEC;
execute for an on behalf of the undersigned, in the undersigneds
capacity as an officer and/or director of the Company, Forms 3, 4
and 5 in accordance with Section 16(a) of the Act and the rules
thereunder, and any other forms or reports the undersigneds may
be required to file in connection with the undersigneds
ownership, acquisition or disposition of securities of the
Company;
do and perform any and all acts for and on behalf of the
undersigneds which may be necessary or desirable to (i) complete
and execute any such Form 3, 4, 5 or other forms or reports the
undersigneds may be required to file in connection with the
undersigneds ownership, acquisition or disposition of securities
of the Company, (ii) complete and execute any amendment or
amendments thereto, and (iii) timely file such forms or reports
with the SEC and any stock exchange or similar authority; and
take any other action of any type whatsoever in connection with
the foregoing which, in the opinion of such attorney-in-fact, may
be of benefit to, in the best interest of, or legally required
by, the undersigneds, it being understood that the documents
executed by such attorney-in-fact on behalf of the undersigneds
pursuant to this Power of Attorney shall be in such form and
shall contain such terms and conditions as such attorney-in-fact
may approve in such attorney-in-facts discretion.
The undersigneds hereby grants to each such attorney-in-fact
full power and authority to do and perform any and every act and
thing whatsoever requisite, necessary, or proper to be done in
the exercise of any of the rights and powers herein granted, as
fully to all intents and purposes as the undersigneds might or
could do if personally present, with full power of substitution
or revocation, hereby ratifying and confirming all that such
attorney-in-fact, or such attorney-in-facts substitute or
substitutes, shall lawfully do or cause to be done by virtue of
this Power of Attorney and the rights and powers herein granted.
The undersigneds acknowledges that the foregoing attorney-in-
fact, in serving in such capacity at the request of the
undersigneds, are not assuming, nor is the Company assuming, any
of the undersigneds responsibilities to comply with Section 16
of the Act and the rules thereunder.
This Power of Attorney shall remain in full force and effect
until the undersigneds is no longer required to file Forms 3, 4
and 5 with respect to the undersigneds holdings of and
transactions in securities issued by the Company, unless earlier
revoked by the undersigneds in a signed writing delivered to the
foregoing attorney-in-fact.
IN WITNESS WHEREOF, the undersigneds has caused this Power of
Attorney to be executed as August 25, 2008.
/s/ Richard Mahmarian
Richard Mahmarian