Execution
Copy

    Exhibit
10.1

    


    FORM
OF NOTE

    


    AMENDED AND RESTATED
PROMISSORY NOTE

    (Line
of Credit)

     

    
      
        	
                Up to $1,200,000

              	
                Dated:  January
      26, 2009

              


      

    

     

    THIS
AMENDED AND RESTATED PROMISSORY NOTE REPLACES AND AMENDS AND RESTATES IN ITS
ENTIRETY THAT CERTAIN PROMISSORY NOTE (LINE OF CREDIT) EXECUTED BY BORROWER AND
DELIVERED TO LENDER IN THE ORIGINAL PRINCIPAL AMOUNT OF UP TO ONE MILLION TWO
HUNDRED THOUSAND DOLLARS ($1,200,000) DATED SEPTEMBER 15, 2005, (THE “PRIOR
NOTE”).  BY ACCEPTANCE OF THIS AMENDED AND RESTATED PROMISSORY NOTE,
LENDER ACKNOWLEDGES AND AGREES THAT THE PRIOR NOTE SHALL CEASE TO EVIDENCE ANY
OBLIGATION OF BORROWER TO LENDER.

     

    FOR VALUE
RECEIVED, PICOMETRIX, LLC, a Delaware limited liability company (“Borrower”),
promises to pay to the order of THE MICHIGAN ECONOMIC DEVELOPMENT CORPORATION, a
public body corporate (“Lender” or “MEDC”), at 300 North Washington Square,
Lansing, Michigan or at such other place as Lender may designate in writing, the
principal sum of One Million Two Hundred Thousand Dollars ($1,200,000) or such
lesser sum as shall have been advanced by Lender to Borrower under this Note and
as contemplated by that certain Loan Agreement between Borrower and Lender,
dated as of the date hereof (the “Loan Agreement”), plus interest as hereinafter
provided, all in lawful money of the United States of America, in accordance
with the terms hereof.  Capitalized terms used herein and not
otherwise defined shall have the meanings assigned to them in the Loan
Agreement.

     

    All
disbursements made under this promissory note (“Note”) shall be charged to a
loan account in Borrower’s name on Lender’s books, and Lender shall debit to
such account the amount of each advance made to, and credit to such account the
amount of each repayment made by Borrower.  From time to time and upon
Borrower's request, Lender shall furnish Borrower a statement of Borrower’s loan
account, which statement shall be deemed to be correct, accepted by, and binding
upon Borrower, unless Lender receives a written statement of exceptions from
Borrower within ten calendar days after such statement has been
furnished.

     

    The
unpaid principal balance of this Note shall bear interest from the date advanced
at a per annum rate of seven percent (7.0%).  Interest shall be
computed on the basis of the actual number of days elapsed.

     

    Borrower
shall have no obligation to make any payment of principal or accrued interest on
this Note until October 1, 2009.  As of such date, all accrued but
unpaid interest on this Note shall be added to then outstanding principal of
this Note, with such sum referred to herein as the “Restated
Principal.”  Interest at the rate provided above shall thereafter
accrue on the Restated Principal.  Commencing with the first business
day of the calendar month first following October 1, 2009 continuing on the
first business day of each of the following Thirty Five calendar months,
Borrower shall pay Lender the Restated Principal and accrued interest on any
unpaid portion thereof in equal installments until paid in full.

     

    
      
         

      

      
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    In the
event that any payment under this Note is not received by Lender within ten days
of the date when due, a late charge of five (5%) percent of the amount of such
shall be due and payable.  Borrower agrees that the late charge is a
reasonable estimate of the administrative costs which Lender will incur in
processing the delinquency.  Lender’s acceptance of a late payment
and/or of the late payment charge will not waive any default under this
Note.

     

    The
Company shall have the right to prepay accrued interest and principal in whole
or in part at any time without payment of any prepayment fee or
penalty.  Prepayments are to be applied first to accrued interest and
then to principal.

     

    Upon the
occurrence of an “Event of Default” (as such capitalized term is defined in the
Loan Agreement), the entire Indebtedness, shall become immediately due and
payable at the election of Lender without notice, demand or
presentment.  All costs and expenses of collection, including, without
limitation, reasonable attorneys fees and expenses, shall be added to and become
part of the total indebtedness evidenced by this Note.

     

    Upon the
occurrence of a Trigger Event, Lender may at its sole option and discretion
declare the entire Indebtedness, plus a premium equal to seven percent (7%) of
the then-outstanding principal balance of this Note, immediately due and
payable.  Lender shall give Borrower written notice of this
declaration of acceleration by sending a statement to Borrower stating the
declaration and setting out the amount owed as of the date of the
notice.  Notwithstanding the foregoing, but provided that the Lender
shall have disbursed the Maximum Amount in respect of satisfaction of all of the
Key Milestones, Lender may not accelerate this Note during the Eighteen month
period commencing with the last such disbursement, but may do so at any time
during the Sixty days following the expiration of such period with respect to a
Trigger Event occurring during such period.  In any event, interest
shall continue to accrue at the rate set out herein until Borrower pays the
Indebtedness and such premium, in full.

     

    Acceptance
by Lender of any payment in an amount less than the amount then due shall be
deemed an acceptance on account only, and Borrower’s failure to pay the entire
amount then due shall be and continue to be a default.  Upon the
occurrence of any Event of Default under the Loan Agreement, neither the failure
of Lender promptly to exercise its right to declare the outstanding principal
and accrued unpaid interest and any applicable premium hereunder to be
immediately due and payable, nor the failure of Lender to demand strict
performance of any other obligation of Borrower, shall constitute a waiver of
any such rights, nor a waiver of such rights in connection with any future
default on the part of Borrower or any other person who may be liable
hereunder.

     

    Notwithstanding
anything herein to the contrary, in no event shall Borrower be required to pay a
rate of interest in excess of the Maximum Rate.  The term “Maximum
Rate” shall mean the maximum non-usurious rate of interest that Lender is
allowed to contract for, charge, take, reserve or receive under the applicable
laws of any applicable state or of the United States of America (whichever from
time to time permits the highest rate for the use, forbearance or detention of
money) after taking into account, to the extent required by applicable law, any
and all relevant payments or charges hereunder, or under any other document or
instrument executed and delivered in connection therewith and the indebtedness
evidenced hereby.

     

    In the
event Lender ever receives, as interest, any amount in excess of the Maximum
Rate, such amount as would be excessive interest shall be deemed a partial
prepayment of principal, and, if the principal hereof is paid in full, any
remaining excess shall be returned to Borrower.  In determining
whether or not the interest paid or payable, under any specified contingency,
exceeds the Maximum Rate, Borrower and Lender shall, to the maximum extent
permitted by law, (a) characterize any non-principal payment as an expense, fee,
or premium rather than as interest; (b) exclude voluntary prepayments and the
effects thereof; and (c) amortize, prorate, allocate and spread the total amount
of interest through the entire contemplated term of such indebtedness until
payment is made in full of the principal (including the period of any extension
or renewal thereof) so that the interest on account of such indebtedness shall
not exceed the Maximum Rate.

     

    
      
         

      

      
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    This Note
shall be binding upon Borrower and its successors and assigns, and the benefits
hereof shall inure to Lender and its successors and assigns.  This
Note has been executed in the State of Michigan, and all rights and obligations
hereunder shall be governed by the laws of the State of Michigan.

     

    
      
        
          
            	
                    BORROWER:  Picometrix,
      LLC

                  
	 
      
	
                    /s/Robin
      F. Risser

                  
	
                    Robin
      F. Risser

                  
	
                    Chief
      Executive Officer

                  


          

        

      

    

    


    
      
         

      

      
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