exv10w3w13






EXHIBIT 10.3.13



Senior Term C Note



	 	 	 
	Purchaser: American Capital Strategies, Ltd.
	 	Horseheads, New York
	Principal Amount: $4,000,000
	 	October 29, 2004





          For value received, the undersigned, IST Acquisitions, Inc., a Delaware corporation
(“Parent”), Imaging and Sensing Technology Corporation, a New York corporation (“Borrower”), I.S.
Technology de Puerto Rico, Inc., a Delaware corporation, IST Instruments, Inc., a New York
corporation, Imaging and Sensing Technology International Corp., a New York corporation, IST Conax
Nuclear, Inc., a New York Corporation, and Quadtek, Inc., a Washington corporation (the
“Subsidiaries,” and, together with Parent and Borrower, the “Loan Parties”), hereby jointly and
severally promise to pay to the order of the Purchaser set forth above (the “Purchaser”) the
principal amount set forth above or, if less, the aggregate unpaid principal amount of this Senior
Term C Note (the “Senior Term C Note”) set forth above, payable at such times, and in such amounts,
as are specified in the Amended and Restated Note and Equity Purchase Agreement, dated as of
October 29, 2004, among the Loan Parties, American Capital Financial Services, Inc., as Agent, and
the other parties thereto, as the same may be amended, restated, supplemented or otherwise modified
from time to time (the “Amended Purchase Agreement”).



          The Loan Parties jointly and severally promise to pay interest on the unpaid principal amount
of this Senior Term C Note from the date made until such principal amount is paid in full, at such
interest rates, and payable at such times, as are specified in the Amended Purchase Agreement.



          Both principal and interest are payable in the lawful money of the United States of America as
follows:


If by U.S. Mail to:


American Capital Financial Services, Inc., as Agent

ACS Funding Trust I, NW 7941

P.O. Box 1450

Minneapolis, MN 55485-7941


If by Overnight Service to:


NW 7941 c/o Regular ACS Funding Trust I

1350 Energy Lane, Suite 200

St. Paul, MN 55108


If by wire transfer to:


Wells Fargo Bank, N.A.

ABA xxxxxxxxx

Account Name: ACS Funding Trust I

Account #: xxxx-xxxxxx



          This Senior Term C Note is one of the Senior Term C Notes referred to in, and is entitled to
the benefits of, the Amended Purchase Agreement. Capitalized terms used herein and not defined
herein are used herein as defined in the Amended Purchase Agreement.



          The Amended Purchase Agreement, among other things, (i) provides for the purchase of the
Senior Term C Notes by the Purchaser in an aggregate amount not to exceed at any time outstanding



 








 




the Principal Amount set forth above, the indebtedness of the Loan Parties resulting from such
purchase being evidenced by this Senior Term C Note and (ii) contains provisions for acceleration
of the maturity of the unpaid principal amount of this Senior Term C Note upon the happening of
certain stated events and also for prepayments on account of the principal hereof prior to the
maturity hereof upon the terms and conditions therein specified.




          This Senior Term C Note is secured as provided in the Security Documents.




          Demand, diligence, presentment, protest and notice of non-payment and protest are hereby
waived by the Loan Parties.




          This Senior Term C Note shall be governed by, and construed and interpreted in accordance
with, the laws of the State of New York.




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          In witness whereof, the Loan Parties have caused this Senior Term C Note to be
executed and delivered by their respective duly authorized officer as of the day and year and at
the place set forth above.




	 	 	 	 	 
	 	LOAN PARTIES:



IST ACQUISITIONS, INC.

 	 
	 	By:  	/s/ Donald Hartman
 	 
	 	 	Name:  	Donald Hartman 	 
	 	 	Title:  	Chief Executive Officer 	 
	 
	 	IMAGING AND SENSING TECHNOLOGY CORPORATION

 	 
	 	By:  	/s/ Donald Hartman
 	 
	 	 	Name:  	Donald Hartman 	 
	 	 	Title:  	Chief Executive Officer 	 
	 
	 	IST CONAX NUCLEAR, INC.

 	 
	 	By:  	/s/ Donald Hartman
 	 
	 	 	Name:  	Donald Hartman 	 
	 	 	Title:  	Chief Executive Officer 	 
	 
	 	I.S. TECHNOLOGY de PUERTO RICO, INC.

 	 
	 	By:  	/s/ Donald Hartman
 	 
	 	 	Name:  	Donald Hartman 	 
	 	 	Title:  	Chief Executive Officer 	 
	 
	 	IMAGING AND SENSING TECHNOLOGY

INTERNATIONAL CORP.

 	 
	 	By:  	/s/ Donald Hartman
 	 
	 	 	Name:  	Donald Hartman 	 
	 	 	Title:  	Chief Executive Officer 	 
	 
	 	IST INSTRUMENTS, INC.

 	 
	 	By:  	/s/ Donald Hartman
 	 
	 	 	Name:  	Donald Hartman 	 
	 	 	Title:  	Chief Executive Officer 	 
	 
	 	QUADTEK, INC.

 	 
	 	By:  	/s/ Donald Hartman
 	 
	 	 	Name:  	Donald Hartman 	 
	 	 	Title:  	Chief Executive Officer