THIS NOTE IS ISSUED WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "ACT"), OR APPLICABLE STATE SECURITIES LAWS. THIS NOTE MAY NOT BE
SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF, IN WHOLE OR IN PART, IN THE ABSENCE
OF SUCH REGISTRATION UNLESS DATAMETRICS CORPORATION (THE "COMPANY") HAS RESERVED
THE WRITTEN OPINION OF THE COMPANY'S COUNSEL OR OTHER COUNSEL REASONABLY
SATISFACTORY TO THE COMPANY THAT, AFTER INVESTIGATION OF THE RELEVANT FACTS,
SUCH COUNSEL IS OF THE OPINION THAT SUCH TRANSACTION DOES NOT REQUIRE
REGISTRATION OF SUCH SECURITIES UNDER THE ACT OR APPLICABLE STATE SECURITIES
LAWS.
DATAMETRICS CORPORATION
12% SENIOR SUBORDINATED CONVERTIBLE SECURED NOTE DUE 2000
$ Issue Date: ____, 1999
--------------------
The undersigned, DATAMETRICS CORPORATION, a Delaware corporation having
its chief executive office at 00X Xxxxxxx Xxxx, Xxxxxxx Xxxx, XX 00000 (the
"Company"), for value received, hereby promises to pay to or registered assigns
(the "Holder"), at the principal office of the Holder or at such other place as
the Holder may designate by written notice to the Company, the principal sum of
Thousand Dollars ($ ), together with all accrued interest from and after the
date hereof then unpaid, on _______, 2000 (the"Maturity Date"), or earlier as
shall be provided herein. The unpaid principal amount hereof shall accrue
interest at the rate of twelve percent (12%) per annum from and after the issue
date hereof until all unpaid principal and interest shall be paid in full. The
Company hereby promises to pay interest on the principal amount of this Note
quarterly in arrears on each September 30, December 31, March 31 and June 30,
during the term hereof (each an "Interest Payment Date"). Interest will be
computed on the basis of a 360-day year of twelve 30-day months. If any payment
shall become due hereunder on a Saturday, Sunday or other day on which banking
institutions in the State of New York are authorized to close, the due date
hereof shall be extended to the next day on which such banking institutions are
not authorized to close.
Notwithstanding anything to the contrary herein, any part of, or all, interest
payable on any particular Interest Payment Date may be paid, at the option of
the Company, in lieu of cash, in additional 12% Senior Subordinated Convertible
Secured Notes having the same Maturity Date as this Note ("Additional Notes").
An interest payment to be made by issuance of Additional Note(s) shall not be
considered paid if the Company has not caused such Additional Notes to be
delivered to the Holder within thirty (30) days after the applicable Interest
Payment Date.
This Note is one of a series (the "Notes") issued pursuant to a 12%
Senior Subordinated Convertible Note Subscription Agreement dated as of
________, 1999 (the "Subscription Agreement") among the Company and the holders
of the Notes (the "Holders").
SECTION 1. DEFINITION OF SENIOR DEBT. The term "Senior Debt" shall mean
and consist of all present and future indebtedness and liabilities of the
Company (contingent or otherwise) for money borrowed from banks or other
institutional lenders (collectively the "Senior Lender"), including any
extension or renewals thereof, whether outstanding on the date hereof or
hereafter created or incurred, which are not by their terms subordinate and
junior to or on a parity with the Notes at the time they are created or
incurred, and all related agreements and instruments (collectively, the "Loan
Documents"), and any extension, increase, refinancing, refunding or replacement
of all or any part of such indebtedness entered into by the Company from time to
time.
SECTION 2. SECURITY FOR DEBENTURES. Except as otherwise subordinated to
the right of prior payment and satisfaction in full of all Senior Debt, the full
payment by the Company to the Lender of the principal amount hereof, together
with all accrued interest thereon, shall be secured in accordance with the terms
and provisions of that certain Security Agreement, dated as of even date
herewith, by and between the Company and the Holders (the "Security Agreement").
SECTION 3. SUBORDINATION OF NOTES.
(a) PAYMENT OF SENIOR DEBT. The Company, for itself, its
successors and assigns, covenants and agrees, and each Holder of this
Note, by its acceptance hereof likewise covenants and agrees, that the
obligations, liability and indebtedness of the Company evidenced by
this Note and the payment of the principal amount hereof and interest
thereon shall be subordinate in right of payment, to the extent and in
the manner hereinafter set forth, to the prior payment and satisfaction
in full of all Senior Debt, and each Holder of this Note will not,
without the express prior written consent of the Senior Lender, take or
receive, and the Company will not make, give or permit, directly or
indirectly, by set-off, redemption, purchase or in any other manner,
including, without limitation, any foreclosure under the Security
Agreement on the Company's Collateral (as such term is defined in the
Security Agreement), any payment on, whether of interest or principal
or security for the whole or any part of, the obligations evidenced by
this Note; PROVIDED, HOWEVER that so long as no event of default under
the Senior Debt shall have occurred and then be continuing or would
occur as a result of, or after giving effect to, such payment, the
Company may make, and the Holder of this Note may receive, quarterly
payments in arrears of interest accrued under this Note. Except for
payments permitted by this Section 3, no payment or distribution of any
kind or character, whether in cash, property or securities (including,
without limitation, proceeds or collateral for the obligations
evidenced by this Note), which, but for the subordination provisions
contained herein, would otherwise be payable or deliverable to the
Holder upon or in respect of the obligations evidenced by this Note,
shall be paid to the Holder, and, except for payments permitted by this
Section 3, the Holder shall not receive or accept any such payment or
distribution or any benefit therefrom unless and until the Senior Debt
shall have been fully paid and satisfied. Without limiting the
generality of the foregoing provisions of this Section 3, in the event
of any liquidation, termination, revocation or other winding-up of the
Company, or in the event of any receivership, insolvency,
reorganization or bankruptcy proceedings, assignment for the benefit of
creditors or any proceeding by or against the Company for any relief
under any bankruptcy, reorganization or insolvency law or laws, federal
or state, or any law, federal or state, relating to the relief of
debtors, readjustment of
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indebtedness, reorganization, composition or extension of indebtedness,
then, and in any such event, all Senior Debt shall first be paid in
full, before any payment or distribution is made in respect of this
Note, and any payment or distribution of any kind or character, whether
in cash, property or securities (including, without limitation,
proceeds or collateral for this Note), which, but for the subordination
provisions contained herein, would otherwise be payable or deliverable
to the Holder upon or in respect of this Note, shall instead by paid
over or delivered to the Senior Lender or its representatives if the
Senior Debt has not been paid in full and satisfied, and the Holder
shall not receive any such payment or distribution or any benefit
therefrom unless and until the Senior Debt shall have been fully paid
and satisfied.
(b) SCOPE OF SECTION. The provisions of this Section 3 are
intended solely for the purpose of defining the relative rights of the
holder of the Debenture, on the one hand, and the holders of the Senior
Debt, on the other hand. Nothing contained in this Section 3 is
intended to or shall impair, as between the Company, its creditors
(other than the holders of Senior Debt) and the Holder, the obligation
of Company, which is unconditional and absolute, to pay to the Holders
the principal of and interest due on the Notes as and when the same
shall become due and payable in accordance with the terms hereof, or to
affect the relative rights of the Holders and creditors of the Company
other than the holders of the Senior Debt, nor shall anything herein
prevent the Holder from accepting any payment with respect to such Note
or exercising all remedies otherwise permitted by applicable law upon
default under such Note, subject to the rights, if any, under this
Section 3, of the holders of Senior Debt, in respect of cash, property
or securities of the Company received by the Holder of the Note.
SECTION 4A. PREPAYMENTS. Subject to the restrictions contained in
Section 3 hereof, upon 15 days advance notice to the Holder (during which period
the Holder shall retain the rights set forth in Section 4B below) the Company
may prepay at any time all or any part of the principal amount owing with
respect to this Note, which payment of principal shall include the unpaid
interest accrued on the principal amount repaid through the date of repayment,
without penalty, but at a premium equal to 110% of the principal amount so
repaid.
SECTION 4B. CONVERSION RIGHTS. The Holder is entitled, at its option,
at any time and from time to time while this Note remains outstanding, to
convert this Note into that number of shares of fully paid and nonassessable
shares of Common Stock which is to be derived from dividing the Conversion
Amount by the Conversion Price (the "Conversion Rate"). For purposes of this
Note, the Conversion Amount shall mean the principal dollar amount of the Note
being converted and, subject to adjustment as herein provided, the Conversion
Price shall be equal to $1.00 per share of Common Stock. Any such conversion
shall be made in accordance with the following terms and conditions:
(a) The Holder may exercise its right to convert the Note by
telecopying an executed and completed notice of conversion
(the "Notice of Conversion") to the Company and delivering the
original Notice of Conversion and the original Note to the
Company by express courier. Each business date on which a
Notice of Conversion is telecopied to and received by the
Company in accordance with the provisions hereof shall be
deemed a "Conversion Date". The Company will transmit the
certificates representing
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shares of Common Stock issuable upon conversion of the Note
(together with a replacement Note representing the amount not
so converted) to the Holder via express courier, by electronic
transfer or otherwise within five (5) business days after the
Conversion Date if the Company has received the original
Notice of Conversion and Note being so converted by such date.
In addition to any other remedies which may be available to
the Holder, in the event that the Company fails to effect
delivery of such shares of Common Stock within five (5) such
business day period, the Holder will be entitled to revoke the
Notice of Conversion by delivering a notice to such effect to
the Company whereupon the Company and the Holder shall each be
restored to their respective positions immediately prior to
delivery of the Notice of Conversion. The Notice of Conversion
and Note representing the portion of the Note converted shall
be delivered to the Company as herein below provided.
(b) In the event that the Common Stock issuable upon conversion of
the Note is not delivered within five (5) business days of
receipt by the Company of a valid Notice of Conversion and the
Note to be converted, the Company shall pay to the Holder, in
immediately available funds, upon demand, as liquidated
damages for such failure and not as a penalty, for each
$100,000 principal amount of Note sought to be converted, $500
per day that the shares of Common Stock are not delivered,
which liquidated damages shall run from the sixth business day
after the Conversion Date up until the time that either the
Conversion Notice is revoked or the Common Stock is delivered,
at which time such liquidated damages shall cease. Any and all
payments required pursuant to this paragraph shall be payable
only in cash.
(c) The number of shares of Common Stock issuable upon the
conversion of the Note, and the Conversion Price shall be
subject to adjustment as follows:
(i) In case the Company shall (A) pay a dividend on Common
Stock in Common Stock or securities convertible into,
exchangeable for or otherwise entitling a Holder thereof to
receive Common Stock, (B) declare a dividend payable in cash
on its Common Stock and at substantially the same time offer
its Shareholder a right to purchase new Common Stock (or
securities convertible into, exchangeable for or otherwise
entitling a Holder thereof to receive Common Stock) from
proceeds of such dividend (all Common Stock so issued shall be
deemed to have been issued as a stock dividend), (C) subdivide
its outstanding shares of Common Stock into a greater number
of shares of Common Stock, (D) combine its outstanding shares
of Common Stock into a smaller number of shares of Common
Stock, or (E) issue by reclassification of its Common Stock
any shares of Common Stock of the Company, the number of
shares of Common Stock issuable upon conversion of the Note
immediately prior thereto shall be adjusted so that the Holder
shall be entitled to receive after the happening of any of the
events described above that number and kind of shares as the
Holder would have received had the Note been converted
immediately prior to the happening of such event or any record
date with respect thereto. Any adjustment made pursuant to
this subdivision shall become effective immediately after the
close of business on the record date in the case of a stock
dividend and shall
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become effective immediately after the close of business on
the record date in the case of a stock split, subdivision,
combination or reclassification.
(ii) Any adjustment in the numbers of shares of Common Stock
issuable hereunder otherwise required to be made by this
paragraph 4.B.(c) will not have to be made if such adjustment
would not require an increase or decrease in one (1%) percent
or more in the number of shares of Common Stock issuable upon
conversion of this Note.
(iii) Whenever the number of shares of Common Stock issuable
upon the conversion of this Note is adjusted as herein
provided, the Conversion Price shall be adjusted (to the
nearest cent) by multiplying such Conversion Price immediately
prior to such adjustment by a fraction of which the numerator
shall be the number of shares of Common Stock issuable upon
the conversion of this Note immediately prior to such
adjustment, and of which the denominator shall be the number
of shares of Common Stock issuable immediately thereafter.
(d) In the case of any:
(i) consolidation or merger of the Company into any entity
(other than a consolidation or merger that does not result in
any reclassification, conversion, exchange or cancellation of
outstanding shares of Common Stock of the Company),
(ii) sale, transfer, lease or conveyance of all or
substantially all of the assets of the Company as an entirety
or substantially as an entirety, or
(iii) reclassification, capital reorganization or change of
the Common Stock (other than solely a change in par value, or
from par value to no par value),
in each case as a result of which shares of Common Stock shall
be converted into the right to receive stock, securities or
other property (including cash or any combination thereof),
each Holder of a Note then outstanding shall have the right
thereafter to convert Note only into the kind and amount of
securities, cash and other property receivable upon such
consolidation, merger, sale, transfer, capital reorganization
or reclassification by a holder of the number of shares of
Common Stock of the Company into which such Note would have
been converted immediately prior to such consolidation,
merger, sale, transfer, capital reorganization or
reclassification, ASSUMING such holder of Common Stock of the
Company: (A) is not an entity with which the Company
consolidated or into which such sale or transfer was made, as
the case may be ("constituent entity"), or an affiliate of the
constituent entity, and (B) failed to exercise his or her
rights of election, if any, as to the kind or amount of
securities, cash and other property receivable upon such
consolidation, merger, sale or transfer. If necessary,
appropriate adjustment shall be made in the application of the
provision set forth herein with respect to the rights and
interest thereafter of the Holders, to the end that the
provisions set forth herein shall thereafter correspondingly
-5-
be made applicable, as nearly as may reasonably be, in
relation to any shares of stock or other securities or
property thereafter deliverable on the conversion of this
Note.
(e) The above provisions shall similarly apply to successive
consolidations, mergers, sales, transfers, capital
reorganizations and reclassifications. The Company shall not
effect any such consolidation, merger, sale or transfer unless
prior to or simultaneously with the consummation thereof the
successor Company or entity (if other than the Company)
resulting from such consolidation, merger, sale or transfer
shall assume, by written instrument, the obligation to deliver
to the Company such shares of Common Stock, securities or
assets as, in accordance with the foregoing provisions, such
Holder may be entitled to receive under this Section. The
Company will not, by amendment of its Certificate of
Incorporation or through any reorganization, recapitalization,
transfer of assets, consolidation, merger, dissolution, issue
or sale of securities or any other voluntary action, avoid or
seek to avoid the observance or performance of any of the
terms to be observed or performed hereunder by the Company,
but will at all times in good faith assist in the carrying out
of all the provisions of this paragraph and in taking of all
such action as may be necessary or appropriate in order to
protect the conversion rights of the Holders against
impairment.
SECTION 4.C. OPTIONAL CALL. In the event the Closing Bid Price (as
hereunder defined) of the Common Stock is greater than $2.00 (U.S.) per share
(the "Target Price") for twenty (20) consecutive trading days (the "Call
Period"), at any time that either:
(i) the Company has on file with the Securities and Exchange
Commission (the "Commission") a fully effective registration
statement under the Securities Act of 1933, as amended (the
"ACT") covering all shares of Common Stock issuable upon
conversion of this Note, or
(ii) the shares of Common Stock issuable upon conversion of this
Note may be sold without any restriction pursuant to the rules
of the Commission as determined by the counsel to the Company
pursuant to a written opinion letter,
the Company shall have the right to "Call" this Note, in whole or in part,
thereby forcing conversion by the Holder at the Conversion Price. The Target
Price shall be adjusted proportionately to reflect any adjustments due to the
payment of a stock dividend, stock split, combination of shares or any other
similar event. For purposes hereof, the "Closing Bid Price" shall be deemed to
be the reported last bid price regular way as reported by Bloomberg LP or if
unavailable, on the principal national securities exchange on which the Common
Stock is listed or admitted to trading, or if the Common Stock is not listed or
admitted to trading on any national securities exchange, the closing bid price
as reported by NASDAQ or such other system then in use, or, if the Common Stock
is not quoted by any such organization, the closing bid price in the
over-the-counter market as furnished by the principal national securities
exchange on which the Common Stock is traded.
(a) The Company may exercise its right to Call by telecopying
written notice (the "Call Notice") to the Holder within five
(5) trading days after the aforementioned twenty consecutive
trading day period.
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(b) Once the Company has exercised its right to Call by giving
written notice to the Holder it shall be deemed irrevocable.
Each trading day on which the Call Notice is telecopied to and
received by the Holder shall be deemed a Conversion Date for
the purposes of completing this Call and calculating the
number of shares of Common Stock to be issued upon conversion.
The Company will transmit the certificates representing shares
of Common Stock issuable pursuant to the Call (together with
the replacement Notes representing the principal amount of the
Note not Called, if any) to the Holder via express courier, by
electronic transfer or otherwise within five (5) trading days
after the Call Notice was served upon the Holder (the "Call
Date").
(c) The Call Notice shall set forth (i) a calculation referencing
the conversion formula contained herein showing the number of
shares of Common Stock being issued pursuant to this Call,
(ii) a calculation referencing all accrued and unpaid interest
which shall be payable by the Company on or before the Call
Date, and (iii) a statement that interest on the Note being
Called will cease to accrue on such Call Date. The Call Notice
shall be irrevocable by the Company, and it shall be sent at
least five (5) trading days prior to the expiration of the
Call Period to the Holder. If less than all of the principal
amount of the Note owned by the Holder are then to be Called,
the Call Notice shall specify the amount thereof that is to be
Called.
(d) The portion of this Note being Called shall be automatically
canceled and converted into a right to receive the shares of
Common Stock, and all rights of this Note, including the right
to conversion shall cease without further action. Immediately
following the Call Date, the Holder shall surrender their
original Note being called at the office of the Company, and
the Company shall issue to the Holder a new Note for the
principal amount that remains outstanding, if any.
(e) The number of shares of Common Stock issuable upon the Call of
the Note shall be adjusted in accordance with the provisions
set forth in Section 4.B(d).
SECTION 5. EXCHANGE OF NOTES. The Company shall keep at its office a
register in which the Company shall provide for the registration of this Note
and for the registration of exchange of this Note. Subject to the restrictions
on this Note provided elsewhere herein, and subject to the restrictions of
applicable securities and other laws, the registered Holder of this Note may, at
its option and either in person or by duly authorized attorney, surrender the
same at such office, and without expense to such Holder (other than transfer
taxes, if any), receive in exchange therefor a Note, dated as of the date from
which unpaid interest has been accrued on the Note so exchanged, in the
principal amount hereof, and registered in the name of such person or registered
assign, as may be designated by such Holder. Every Note so made and delivered in
exchange for this Note shall in all other respects be in the same form and have
the same terms as this Note. The Company may treat the person in whose name this
Note is registered as the owner and Holder of this Note for the purpose of
making payment of principal of, and interest on, this Note and for all other
purposes whatsoever, whether or not this Note shall be overdue, and the Company
shall not be affected by notice to the contrary.
-7-
SECTION 6. LOSS, THEFT, DESTRUCTION OR MUTILATION OF THIS NOTE. Upon
receipt by the Company of evidence reasonably satisfactory to the Company of the
loss, theft, destruction or mutilation of this Note, and, in the case of loss,
theft or destruction, of indemnity or security reasonably satisfactory to the
Company, and upon reimbursement to the Company of all reasonable expenses
incidental thereto, or, in case of mutilation, upon surrender and cancellation
of this Note, the Company will make and deliver a new Note of like tenor, in
lieu of this Note. Any Note made and delivered in accordance with the provisions
of this Section 6 shall be dated as of the date to which interest has been paid
on this Note.
SECTION 7. TRANSFER OF NOTE. The Holder of this Note, by its acceptance
hereof, agrees that it will not sell, transfer or otherwise dispose of this
Note, in whole or in part, in the absence of registration under the Act, and
applicable state securities laws, unless the Company has received the written
opinion of its counsel (or other counsel reasonably satisfactory to the Company)
that, after investigation of the relevant facts, that such transaction does not
require registration under said Act or applicable state securities laws.
SECTION 8. EVENTS OF DEFAULT. The entire unpaid portion of this Note
may be declared immediately due and payable by a Holder of this Note, by written
notice from such Holder to the Company upon the happening and continuing of any
of the following events (each an "Event of Default"):
(a) The Company shall default in the payment of principal or
interest under this Note when the same shall become due and
payable and such default shall remain uncured for twenty (20)
days or more after notice of such default is given to the
Company by such Holder;
(b) The Company shall default in the performance of any material
obligation under any of the Loan Documents and such default
results in the acceleration of any material indebtedness of
the Company to the Senior Lender for amounts owing thereunder;
(c) The Company or any present or future subsidiary of the Company
shall make an assignment for the benefit of creditors or shall
admit in writing its inability to pay its debts as they become
due, or shall file a voluntary petition in bankruptcy, or
shall be adjudicated a bankrupt or insolvent, or shall file
any arrangement, composition, readjustment, liquidation,
dissolution or similar relief under any present or future
statute, law or regulation pertaining to insolvency or
creditors' rights, or shall file any answer admitting the
material allegations of a petition filed against it in any
such proceeding, or shall seek or consent to or acquiesce in
the appointment of any trustee, receiver or liquidator of it
or all or any substantial part of its properties; or
(d) Any proceeding is filed against the Company or any present or
future subsidiary of the Company, seeking any reorganization,
arrangement, composition, readjustment, liquidation,
dissolution or similar relief under any present or future
statute, law or regulation pertaining to solvency or
creditors' rights, and such proceeding continues for sixty
(60) days undismissed, unstayed, unbonded and discharged.
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SECTION 9. REIMBURSEMENT. The Company agrees to reimburse the Holder of
this Note for all its costs and expenses, including reasonable attorneys' fees
and disbursements, expended in collecting any amounts due hereunder or in
otherwise enforcing any of its rights hereunder.
SECTION 10. NOTICES. All notices and other communications required or
permitted to be given in respect of this Note shall be in writing and shall be
given as and shall be deemed to have been given if so given) by delivery,
telegram, telex or facsimile, or by mail (registered or certified mail, postage
prepaid, return receipt requested) or by any courier service, such as Federal
Express, providing proof of delivery, provided that any notice delivered as
herein provided shall also be delivered by facsimile (if a facsimile number is
provided below) at the time of such delivery. All communications hereunder shall
be delivered to the respective parties at the following addresses (or at such
other address for a party as shall be specified by like notice, provided that
notices of a change of address shall be effective only upon receipt thereof):
(a) If to the Company, to:
Datametrics Corporation
00X Xxxxxxx Xxxx; #0000
Xxxxxxx Xxxx, XX 00000
Attn.: Xxxxxx X. Xxxxx, CEO
Facsimile No.: (000) 000-0000
With a copy to:
Xxxx Xxxxxx & Xxxxx LLP
000 Xxxxxxx Xxxxxx
Xxxxxx, XX 00000
Attn: Xxxxxx X. Xxxxxxxx
Facsimile No.: (000) 000-0000
(b) If to the Holder, to:
SECTION 11. GOVERNING LAW. This Note has been executed and delivered in
the State of New Jersey and shall be governed by and construed in accordance
with the laws of the State of New Jersey without reference to the principles of
conflicts of law thereof.
SECTION 12. JURISDICTION. The Company hereby irrevocably consents and
submits to, and each Holder of this Note, by its acceptance hereof, likewise
hereby irrevocably consents and submits to, the exclusive jurisdiction of the
United States District Court for the District of New Jersey in connection with
any proceeding arising out of or relating to this Note, waives any objection to
venue in such District (unless such court lacks jurisdiction with respect to
such proceeding in which case, the Company irrevocably consents and submits to,
and each Holder of this Note, by its acceptance hereof, likewise irrevocably
consents and submits to, the jurisdiction of the Courts of the State of New
-9-
Jersey in connection with such proceeding and waives any objection to venue in
any court of appropriate jurisdiction in the State of New Jersey), and agrees
that service of any summons, complaint, notice or other process relating to such
proceeding may be effected in the manner provided by Section 10 hereof.
SECTION 13. SUCCESSORS AND ASSIGNS. All of the covenants, stipulations,
proses and agreements of the Company set forth in this Note shall be binding on
its successor and assigns, whether so expressed or not.
SECTION 14. HEADINGS. The section headings contained in this Note are
inserted for reference purposes only and shall not be deemed to constitute a
part hereof.
SECTION 15. WAIVERS. The terms of this Note may not be amended,
modified, waived or eliminated except by a written instrument duly executed by
the Company and the Holder of this Note.
IN WITNESS WHEREOF, the Company has caused this Note to be signed in
its corporate name by a duly authorized officer and to be dated as of the day
and year first above written.
DATAMETRICS CORPORATION
By:______________________________
Name: Xxxxxx X. Xxxxx
Title: Chairman and CEO
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