Description of Retirement Account Matching Contributions for Emrise Corporation and XCEL Power Systems, Ltd.

Summary

This document outlines the retirement account matching contributions provided by Emrise Corporation and XCEL Power Systems, Ltd. Emrise Corporation matches up to the lesser of $2,000 or 20% of employee 401(k) contributions, with the same method applied to both management and non-management staff. XCEL Power Systems, Ltd. matches up to 6% of salary for executives and up to 4% for other employees in a defined contribution plan. These contributions are intended for purchasing annuities upon retirement. The document also lists the actual matching amounts for specific employees over several years.

EX-10.6 2 emrise_10kex10-6.txt EXHIBIT 10.6 DESCRIPTION OF RETIREMENT ACCOUNT MATCHING CONTRIBUTIONS Emrise Corporation matches up to the lesser of $2,000 and 20% of Randolph Foote's contributions to his 401(k) account. During 2004, 2003 and 2002, Emrise Corporation's matching contributions amounted to $1,965, $1,864 and $1,604, respectively. This matching arrangement was generally made available to all employees of Emrise Corporation and provides for the same method of allocation of benefits between management and non-management participants. Also, XCEL Power Systems, Ltd. makes matching contributions of up to 6% of Graham Jefferies' salary to an executives' defined contribution plan. Other employees of XCEL Power Systems, Ltd. may receive matching contributions to a defined contribution plan of up to 4% of their salary. Amounts contributed to the defined contribution plans are intended to used to purchase annuities upon retirement. During 2004, 2003 and 2002, Mr. Jefferies received matching contributions of $10,924, $10,320 and $9,000, respectively.