Unassociated Document


    Promissory
Note

    


    PROMISSORY
NOTE

    


    
      	
              Up
      to $1,200,000

            	
              March
      1,
      2010                         
      

            


    

    


    FOR VALUE RECEIVED, DELTATHREE, INC., a Delaware
corporation, DELTA THREE
ISRAEL, LTD., an Israeli company, and DME SOLUTIONS, INC., a New
York corporation (jointly and severally, the “Borrower”), hereby absolutely,
irrevocably, unconditionally and jointly and severally promises to pay to the
order of D4 HOLDINGS,
LLC, a Delaware limited liability company (“Lender”), in United States
dollars and in immediately available funds, the principal sum of ONE MILLION TWO HUNDRED THOUSAND
DOLLARS ($1,200,000), or such lesser amount as may be advanced by Lender
to the Borrower from time to time in accordance with the terms and conditions of
that certain Loan and Security Agreement dated of even date herewith, between
the Borrower and Lender (as it may be amended, modified, extended or restated
from time to time, the “Loan
Agreement”), together with interest thereon, as provided in the Loan
Agreement.  Notwithstanding the foregoing, the aggregate principal
amount outstanding under this Promissory Note (this “Note”) shall not exceed one
million two hundred thousand dollars ($1,200,000).  This Note is
subject to all of the terms and conditions set forth in, and such terms and
conditions are hereby incorporated herein by reference to, the Loan
Agreement.  All capitalized terms not otherwise defined herein shall
have the meanings set forth in the Loan Agreement.  In the event of
any conflict between the provisions of this Note and the Loan Agreement, the
provisions of the Loan Agreement shall prevail.

    


    The obligations of the Borrower
evidenced by this Note are secured by a first priority perfected security
interest in the Collateral, as set forth in the Loan Agreement.

    


    Except as otherwise provided in the
Loan Documents, all outstanding principal and interest with respect to Loan
Advances shall be due and payable in full on the Maturity Date.  The
daily unpaid principal balance outstanding under this Note shall bear interest
at the rate(s) set forth in the Loan Agreement.

    


    Upon the occurrence of an Event of
Default, Lender shall have, and shall be entitled to exercise, all of the rights
and remedies set forth in the Loan Agreement and the other Loan
Documents.

    


    All payments in respect of amounts
outstanding under this Note shall be paid in immediately available funds to the
account(s) specified by Lender from time to time.  Any payment due in
respect of this Note which falls due on a day other than a Business Day shall be
made on the next Business Day.

    


    The Borrower hereby waives presentment
and demand for payment, notice of dishonor, protest and notice of protest of
this Note.  No release of any security for the payment of this Note or
extension of time for payment of this Note, and no alteration, amendment or
waiver of any provision of this Note made by agreement between Lender and any
other Person shall release, discharge, modify, change or affect the liability of
the Borrower under this Note.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    Each right, power and remedy of Lender
under this Note, the Loan Agreement, any other Loan Document, or under
applicable laws shall be cumulative and concurrent, and the exercise of any one
or more of them shall not preclude the simultaneous or later exercise by Lender
of any or all such other rights, powers or remedies.  No failure or
delay by Lender to insist upon the strict performance of any one or more
provisions of this Note, the Loan Agreement, any other Loan Document, or to
exercise any right, power or remedy consequent upon an Event of Default shall
constitute a waiver thereof, or preclude Lender from exercising any such right,
power or remedy.  No modification, change, waiver or amendment of this
Note shall be deemed to be made unless in writing signed by the Borrower and
Lender. This Note shall inure to the benefit of and be binding upon the Borrower
and Lender and their respective successors and assigns; provided that except as
set forth in the Loan Agreement, the Borrower shall have no right to assign any
of its rights or delegate any of its obligations under this Note; and provided
further that there shall be no restrictions of any nature on Lender’s right to
assign this Note or its rights hereunder.  The invalidity, illegality
or unenforceability of any provision of this Note shall not affect or impair the
validity, legality or enforceability of any other provision.  This
Note shall be deemed to be made in, and shall be governed by the laws of, the
State of Delaware (without regard to its conflicts of laws
principles).

    


    [signature
page follows]


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    IN WITNESS WHEREOF, this Promissory
Note has been duly executed by the undersigned as of the day and year first
above written.

    


    
      
        	 
      	
                BORROWER:

              
	 
      	 
      
	 
      	
                DELTATHREE,
      INC.

              
	 
      	 
      
	 
      	
                By:

              	
                /s/ Effi Baruch

              
	 
      	
                Name:
      Effi Baruch

              
	 
      	
                Title:
      Interim CEO and President

              
	 
      	 
      
	 
      	
                DELTA
      THREE ISRAEL, LTD.

              
	 
      	 
      
	 
      	
                By:

              	
                /s/ Effi Baruch

              
	 
      	
                Name:
      Effi Baruch

              
	 
      	
                Title:
      Interim CEO and President

              
	 
      	 
      
	 
      	
                DME
      SOLUTIONS, INC.

              
	 
      	 
      
	 
      	
                By:

              	
                /s/ Effi Baruch

              
	 
      	
                Name:
      Effi Baruch

              
	 
      	
                Title:
      CEO and President