Unassociated Document


    CONSENT
      AND WAIVER

    


    This
      Consent and Waiver Agreement is made as of the 3rd
      day of
      January, 2007 by and among bioMETRX, Inc., a Delaware corporation (the
“Company”) and the individuals and entities listed on Schedule A (collectively
      referred to as “Holders” and individually as a “Holder”).

    


    REFERENCE
      is
      hereby made to the $1,600,000 principal amount of Convertible Notes (“Notes”)
      issued on or about June 29, 2006 and due 24 months thereafter of the Company,
      to
      the Holders.

    


    WHEREAS,
      in connection with the issuance of the Notes, the Company issued A and B
      Warrants to the Holders and entered into a Securities Purchase Agreement and
      Registration Rights Agreement with each Holder (collectively referred to as
      the
“Transaction Documents”); and 

    


    WHEREAS,
      the Company is in default under the terms of the Note and Transaction Documents;
      and 

    


    WHEREAS,
      the
      Company’s ability to repay the Notes would be impaired if the Company is not
      able to obtain additional financing; and

    


    WHEREAS,
      the Company has received a proposal from additional investors who have agreed
      to
      provide to the Company $1,500,000 of additional financing (the “New Financing”)
      on the express condition that Holders waive all current defaults on the Notes
      and forebear from exercise any of their existing rights of default until March
      31, 2007.

    


    WHEREAS,
      the Holders are willing to waive the existing defaults (i) in exchange for
      new
      convertible notes in the amount(s) set forth next to the Holder’s name on
      Schedule A to this document.

    


    NOW
      THEREFORE, the parties agree as follows:

    


    1. The
      Holders hereby waive any and all defaults relating to the Note and Transaction
      Documents presently existing (“Existing Defaults”)and agree to forebear from
      exercising any rights accruing upon default in the Transaction Documents
      relating to any default until March 31, 2007. Notwithstanding the foregoing,
      nothing contained in this Agreement shall constitute a waiver or forebearance
      with respect to any future events of defaults under the Transaction Documents
      which do not exist as of the date hereof.

    


    2. The
      Company agrees to issue to each Holder a Convertible Note (“Forbearance
      Notes”)in the form annexed hereto as Exhibit A in the principal amount set forth
      next to the Holder’s name on Schedule A in the aggregate principal amount of
      $387,437.39 representing liquidated damages due under the Note and Transaction
      Documents. The Company shall deliver original executed Forbearance Notes to
      the
      Holders within three (3) business days of the closing of the New
      Financing.

    


    3. The
      Holder hereby consents to the Company entering into and consummating the New
      Financing .

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    4. The
      Holder hereby consents to the Company including for resale under the Securities
      Act of 1933 in any future registration statement to be filed by the Company
      any
      and all shares of the Company’s common stock underlying the securities being
      issued in the New Financing. The Company confirms to each Holder that nothing
      contained in the terms of the New Financing prohibits or adversely affects
      the
      registration rights of the Holders and the Company further confirms to each
      Holder its intention to satisfy its obligations to register for resale the
      Holders shares of common stock for resale as soon as possible and not later
      than
      the date that the securities contained in the New Financing as registered in
      accordance with the terms of the New Financing. 

    


    5. The
      Holder hereby waives its rights under Paragraph 4.13 of the Securities Purchase
      Agreement dated June 29, 2006, “Participation in Future Financing” for the
      purposes of allowing the Company to consummate the New Financing.

    


    6. The
      Holder hereby consents that the Debentures being issued to the investors in
      the
      New Financing will be pari passu in seniority to the Notes issued to the
      Holder.

    


    7. The
      foregoing waivers are given solely in respect of the New Financing. In addition,
      Holders are only providing the foregoing waivers if the Company closes the
      transactions contemplated by the New Financing on or before January 31, 2007.
      If
      the Company does not close the transactions contemplated by the New Financing
      this Agreement shall be null and void.

    


    8. Except
      as
      set forth herein, the Holders reserve all rights, remedies, powers, or
      privileges available under the Transaction Documents and other documents and
      agreements executed in connection therewith, at law or otherwise. This Consent
      and Waiver Agreement shall not constitute a novation or satisfaction and accord
      of the Notes or any other document, instrument and/or agreement executed or
      delivered in connection therewith. Notwithstanding the foregoing, the terms
      of
      the Notes and transaction Documents are hereby deemed amended as
      follows:

    


    A. Section
      4.13 of the Notes is hereby amended and restated to read as
      follows:

    


    4.13 Cross
      Default.
      A
      default by the Borrower of a material term, covenant, warranty or undertaking
      of
      any Transaction Document or other agreement to which the Borrower and Holder
      are
      parties, or the occurrence of a material event of default under any such other
      agreement which is not cured after any required notice and/or cure period,
      and
      any default of event of default under the terms or conditions of any agreements
      entered into by the Company in connection with the new financing transaction
      consummated in January, 2007 whereby the Company issues up to $1,500,000 of
      new
      notes.

    


    B. The
      definition of the “Securities” contained in the Transaction Documents,
      specifically the Securities Purchase Agreement, is hereby amended and restated
      to read:

    


    “Securities”
means
      the Notes, the Warrants, the Warrant Shares and the Underlying Shares, as well
      as the Forbearance Notes and any underlying shares of common stock.

    


    
      
         

      

      
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    C. The
      definition of “Underlying Securities” contained in the Transaction Documents,
      specifically the Securities Purchase Agreement, is hereby amended and restated
      to read:

    


    “Underlying
      Securities”
means
      the shares of Common Stock contained in the Transaction Documents, specifically
      the Securities Purchase Agreement, is hereby amended and restated to read:,
      upon
      exercise of the Warrants and issued and issuable in lieu of the cash payment
      of
      interest on the Notes, as well as the shares of Common Stock issuable upon
      conversion of the Forbearance Notes, if any..

    


    D. A
      new
      definition shall be added to the definition section of the Securities
      Agreement:

    


    “New
      Financing” shall mean the financing of up to $1,500,000 of promissory notes and
      related securities entered into by the Company in January, 2007.

    


    E. Section
      4.14 of the Securities Purchase Agreement is hereby amended to add the following
      new clause (d):

    


    (d) In
      the
      event that the conversion or exercise terms of the securities issued in the
      New
      Financing are reduced or reset, whether by their terms or otherwise, such
      reduction or reset shall be deemed a Subsequent Equity Sale within the meaning
      of this Section 4.14. 

    


    9. The
      holder acknowledges and agrees that in connection with the New Financing, the
      warrants held by First Montauk Securities Corp. issued to it in connection
      with
      the original issuance of the Notes, shall be deemed amended to provide for
      a
      reduction in the exercise price to $1.00 per share.

     

    This
      Waiver and Consent has been duly authorized and approved by all requisite
      corporate action by the Company and Holder and does not violate the respective
      organizational documents.

    


    Dated:
      _________________________

    BIOMETRX,
      INC.

    


    


    


    By:
      ______________________________

    Name:
      ________________________

    Title:
      _________________________

    


    HOLDER:

    


    


     

    By:
      ______________________________

    Name:
      ________________________

    Title:
      _________________________  

     

    
      
         

      

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