NOTE PURCHASE AGREEMENT , dated as of October 1, 2003, by and among,
EROOMSYSTEM TECHNOLOGIES, INC. , a Nevada corporation (the “ Company ”),
GESTETNER GROUP LLC , a New Jersey limited liability company (“ Gestetner ”) and
the other lenders listed on Schedule 1 attached hereto (the “ Other Lenders ” and
together with Gestetner, the “ Lenders ”).
WHEREAS, Gestetner and the other Lenders listed on Schedule 1 wish to advance funds to the
Company, and the Company wishes to accept funds from the Lenders in the aggregate principal amounts set
forth opposite such Lender’s name on Schedule 1 , with the total amount of the advance to the Company being
Two Hundred Fifty Thousand Dollars ($250,000). The advance of funds shall be pursuant to the terms and
conditions set forth herein and in Secured Convertible Promissory Notes to be issued to each Lender,
substantially in the form attached hereto as Exhibit A (the “ Secured Notes ”).
WHEREAS , in partial consideration for such advance, the Company will issue to the Lenders
warrants to purchase shares (an aggregate of 5,000,000 shares) of Common Stock, par value $0.001 per share
(the “ Common Stock ”), of the Company, in the form attached hereto as Exhibit B (the “ Warrants ”) in the
amounts set forth opposite such Lender’s name on Schedule 1 .
NOW THEREFORE, I n consideration of the premises and the mutual covenants hereinafter set forth, the
parties hereto hereby agree as follows:
Closing . The closing (the “ Closing ”) for the funding under the Secured Notes and the
consummation of the transactions related thereto as contemplated by this Agreement shall take place at the offices
of Reitler Brown LLC, 800 Third Avenue, 21
Floor, New York, New York 10022, or such other place or places
as the Company and the Lenders shall agree, at 10:00 a.m. (Eastern time) on October 1, 2003, or such other date
and time agreed to by the Company and the Lenders (such date,