Exhibit 10.38
ALLONGE TO NOTE
This Allonge to that certain Secured Promissory Note in the original
principal amount of $500,000, dated December 30, 2005, made by Datametrics
Corporation, a Delaware corporation, as Borrower, to and for the benefit of SG
DMTI Capital LLC, as Payee (the "Original Note");
The parties hereto agree that the Maturity Date (as such term is defined
in the Original Note) shall be extended for an additional twelve (12) months,
from December 31, 2006 (as stated in the Original Note) until December 31, 2007.
This Allonge shall constitute an addendum to and an integral part of the
Original Note and shall be physically attached thereto. The Original Note cannot
be transferred without this Allonge. The parties hereto acknowledge and agree
that, except as explicitly modified herein, Payee has not waived any of its
rights with respect to the Original Note. In all other respects, the Original
Note is hereby ratified and confirmed.
Dated: February 8, 2007
DATAMETRICS CORPORATION
By: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Chief Executive Officer
SG DMTI Capital LLC
By: SG Phoenix Ventures LLC
its Managing Member
By: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Member
By: ▇▇▇▇▇▇ ▇▇▇▇▇
Name: ▇▇▇▇▇▇ ▇▇▇▇▇
Title: Member