EXCHANGE AGREEMENT dated as of the 31st day of January, 2001 (this "Agreement") by and between
DATAMETRICS CORPORATION, a Delaware corporation (the "Corporation"), and DMTR, LLC, a New
York limited liability company ("DMTR").
W I T N E S S E T H:
WHEREAS, the Corporation and DMTR are parties to a Loan Agreement dated the date hereof (the "Loan
Agreement") pursuant to which DMTR has agreed to provide certain financing to the Corporation; and
WHEREAS, the Corporation is obligated to DMTR in respect of the Bridge Notes, as such term is defined in the
Loan Agreement; and
WHEREAS, the Corporation and DMTR have agreed to exchange a certain portion of the Bridge Notes for
shares of the Corporation's common stock, par value $.01 (the "Common Stock");
NOW, THEREFORE, in consideration of the premises and mutual covenants set forth herein and for other good
and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, DMTR and the
Corporation agree as follows:
1. Exchange. DMTR hereby exchanges (the "Exchange") $700,000 in principal amount of the Bridge Notes for
the issuance by the Corporation simultaneously with the execution and delivery of this Agreement of 700,000
shares of the Corporation's Common Stock (after giving effect to a proposed 1 for 20 reverse stock split). The
parties acknowledge that effective upon the Exchange, the outstanding principal amount of the Bridge Notes is
2. Registration Rights Agreement. As a condition to the consummation of the Exchange, the Corporation and
DMTR are executing and delivering the Registration Rights Agreement in the form of Exhibit 1 hereto.
3. Representations. The Corporation represents and warrants that the execution, delivery and performance of this
Agreement have been duly authorized by all required corporate action of the Corporation and that the Shares are
duly authorized, fully paid and non-assessable shares of the Common Stock of the Corporation.
4. Miscellaneous Provisions. (a)