EMRISE CORPORATION BUYS BACK COMMON STOCK WARRANTS FROM PRIMARY LENDER

Eliminates Possible Dilutive Impact of Warrants and Potential for Quarterly Non-Cash, Mark-to-Market Adjustments

DURHAM, NC - September 28, 2010 - EMRISE CORPORATION (NYSE Arca: ERI), a multi-national manufacturer of defense, aerospace and industrial electronic devices and communications equipment, today announced that on August 30, 2010, it repurchased from its primary lender, for a total purchase price of $100,000, two warrants that would have entitled the lender to purchase an aggregate total of 775,758 shares of EMRISE common stock (each warrant represented the right to purchase 387,879 shares at exercise prices of $1.80 and $1.99, respectively). The warrants also had a cashless conversion provision, which, if utilized, would have resulted in no cash to the Company at the time the warrants were exercised. The warrants were originally issued to the primary lender by the Company on November 30, 2007, and amended and restated on February 12, 2009.

EMRISE Chairman and Chief Executive Officer Carmine T. Oliva said the repurchase of the warrants was a key step in the Company's efforts to protect current stockholder value and help provide a more reliable basis for future enhancement of stockholder value.

By completing the repurchase of the warrants at the time EMRISE closed the sale of Advanced Control Components, Inc., (ACC), and paid down its debt, the Company was not subject to the anti-dilution provisions of the warrants, which would have required the Company to increase the number of shares of common stock underlying the warrants to an aggregate total of 1,363,972 shares and change the exercise price to $1.07778 per share. The anti-dilution provisions would have been triggered as a result of issuing to Charles Brand, the president and former principal shareholder of ACC, $450,000 worth of EMRISE common stock at a price per share of $1.07778, or 417,525 shares, as partial payment of the deferred payment obligations he is owed.

"I believe the dilution caused by the warrants, particularly because of the anti-dilution provisions, would have negatively impacted the holdings of our current stockholders, and caused a measurable decrease in the price of our stock," Oliva added, noting that the shares would have represented a 5.5 percent dilution of the stock. "In addition, as long as those warrant agreements were in place, we were subject to recording a non-cash, mark-to-market adjustment each quarter due to any increase or decrease in the price of our stock. This non-cash, mark-to-market adjustment fluctuated substantially and was unpredictable. For example, assuming the volatility and discount rates remained consistent with those used June 30, 2010, if our stock price went up 20 percent, it would have negatively impacted profitability by approximately $130,000 and if our stock priced declined 20 percent, our profitability would have been increased by approximately $130,000. I believe the benefits of the potential positive impact on stockholder value of buying back the warrants, which removes the uncertainty of their dilutive effect and eliminates the potential for quarterly non-cash, mark-to-market adjustments, greatly exceed the price we paid to repurchase the warrants."

The Company filed a Current Report on Form 8-K with the Securities and Exchange Commission on September 7, 2010, which included the details of the transaction.

About EMRISE Corporation
EMRISE designs, manufactures and markets electronic devices, sub-systems and equipment for aerospace, defense, industrial and communications markets. EMRISE products perform key functions such as power supply and power conversion; radio frequency (RF) and microwave signal processing; and network access and timing and synchronization of communications networks. The use of its network products in network timing and synchronization in edge networks is a primary growth driver for the Company's Communications Equipment business segment. The use of its power supplies, RF and microwave signal processing devices and subsystems in on-board in-flight entertainment and communications systems is a primary growth driver for the Company's Electronic Devices business segment. EMRISE serves customers in North America, Europe and Asia through operations in the United States, England and France. The Company has built a worldwide base of customers throughout the U.S., Europe and Asia. For more information go to www.emrise.com.

Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995
With the exception of historical information, certain matters discussed in this press release are forward looking statements within the meaning of the Private Securities Litigation Reform Act. The actual future results of EMRISE could differ from those statements, including the ability to protect current stockholder value and help provide a more reliable basis for future enhancement of stockholder value. Factors that could cause or contribute to such differences include, but are not limited to, the ability to complete additional strategic initiatives; the terms, conditions and timing of such events; whether the described efforts will result in actual cost savings or increasing value for its stockholders and other stakeholders; unforeseen technical issues; unforeseen changes in customer demand; unforeseen delays in receipt of materials from its vendors; inability of the Company's products to meet customer specifications; and changes in the economic, industry or political climate that may negatively impact demand for EMRISE's future products. The Company refers you to those factors contained in the "Risk Factors" Section of EMRISE's Annual Report on Form 10-K for the year ended December 31, 2009, as amended, Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2010, its Current Reports on Form 8-K filed in recent months, and other EMRISE filings with the SEC.