EXHIBIT
10.10.CF

    

     

     

     

    8%
CONVERTIBLE TERM NOTE

    
      


      
        	
                $150,000

              	
                November
      3, 2008

              


      

       

      MICRO IMAGING TECHNOLOGY, INC.,
a California corporation (the “Company”), for the value
received, hereby unconditionally and absolutely promises to pay to the order of
the ANTHONY M. FRANK, or
holder (collectively, the “Holder”), upon presentation
and surrender of this Note at its office at 970 Calle Amanecer, Suite F, San
Clemente, California 92673, or such other place as the Company may, from time to
time, designate, the sum of One
Hundred Fifty Thousand Dollars ($150,000), in lawful money of the United
States, on the “Maturity Date” which date shall be the first to occur of the
following events:

    

    


    A)           April
29, 2009, or

     

    B)           From
the proceeds of any investment or financing received by the Company (exclusive
of investment or financing provided by the Holder hereof) from Gary
DeMel.

     

    1.           CONVERSION.

    


    (a)           The
Holder of this Note shall have the right, at its option, at any time up until
5:00 P.M. Los Angeles time on the fifth (5th) day immediately before the
Maturity Date (except that, with respect to any portion of this Note which shall
be called for prepayment, such right shall as to such portion terminate at 5:00
P.M. Los Angeles time on the fifth (5th) day immediately prior to the Prepayment
Date (as defined in Section 2 hereof)), to convert all or any portion of the
principal amount of this Note, including interest accrued thereon, subject to
the terms and provisions of this Section 1, into Common Stock of MICRO IMAGING
TECHNOLOGY, INC. (the “Conversion Shares”) at the then fair market value (last
sale price) on the date of such conversion or at $0.10 per share, whichever is
lower.

    


     

    2.           PAYMENTS AND
PREPAYMENTS.

    


    (a)           All
payment and prepayments of principal and interest shall be made in immediately
available funds to the Holder at his office at 1 Maritime Place, Suite 825, San
Francisco, California 94111.

     

    (b)           The
unpaid principal amount of the Note from time to time outstanding shall bear
interest from the date of this Note at the rate of Eight Percent (8%) per annum
until paid.  Interest shall be computed for the actual number of days
elapsed on the basis of a year consisting of 360 days.

     

    (c)           The
Company may prepay at any time in advance of the Maturity Date all or any part
of this Note, plus accrued interest on the portion of the principal being
prepaid.  Interest on the portion of the Note prepaid shall cease to
accrue on and after the date of such prepayment.

    


    
      
         

      

      
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    EXHIBIT
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              3.

            	
              NOTICES TO
      NOTEHOLDER.

            


    

    


    So long as this Note shall be
outstanding, if the Company (i) shall pay any dividend or make any distribution
upon the Company Stock or (ii) shall offer to the holders of Common Stock for
subscription or purchase by them any share of any class or any other rights or
(iii) shall effect a capital reorganization, reclassification of capital stock,
consolidation or merger with or into another corporation, sale, lease or
transfer of all or substantially all of the property and assets of the Company
to another corporation, or voluntary or involuntary dissolution, liquidation or
winding up of  the Company, then in any such case, the Company shall
cause to be mailed by certified mail to the Holder, at least fifteen days prior
to the date specified in (x) or (y) below, as the case may be, a notice
containing a brief description of the proposed action and stating the date on
which (x) a record is to be taken for the purpose of such dividend, distribution
or rights, or (y) such reclassification, reorganization, consolidation, merger,
conveyance, lease, dissolution, liquidation or winding up is to take place and
the date, if any is to be fixed, as of which the holders of Common Stock or
other securities shall receive cash or other property deliverable upon such
reclassification, reorganization, consolidation, merger, conveyance,
dissolution, liquidation or winding up.

    


    4.           EVENTS OF
DEFAULT.  If one or more of
the following described events shall occur (each an “Event of
Default”):

    


    (a)           The
Company shall fail to pay the principal of, or interest on, this Note within
five (5) days after the Holder has given written notice to the Company that the
same has become due; or

     

    (b)           The
Company shall fail to perform or observe any of the provisions contained in any
Section of this Note and such failure shall continue for more than thirty (30)
days after the Holder has given written notice to the Company; or

     

    (c)           Any
material representation or warranty made in writing by or on behalf of the
Company in this Note shall prove to have been false or incorrect in any material
respect, or omits to state a material fact required to be stated therein in
order to make the statements contained therein, in the light of the
circumstances under which made, not misleading, on the date as of which made,
and the Company shall have failed to cure such false or incorrect statement
within thirty (30) days after the Holder has given written notice to Borrower;
or

     

    (d)           The
Company shall be adjudicated a bankrupt or insolvent, or admit in writing its
inability to pay its debts as they mature, or make an assignment for the benefit
of creditors; or the Company shall apply for or consent to the appointment of a
receiver, trustee, or similar officer for it or for all or any substantial part
of its property; or such receiver, trustee or similar officer shall be appointed
without the application or consent of the Company and such appointment shall
continue undischarged for a period of thirty (30) days; or the Company shall
institute (by petition, application, answer, consent or otherwise) any
bankruptcy, insolvency, reorganization, arrangement, readjustment of debt,
dissolution, liquidation or similar proceeding relating to it under the laws of
any jurisdiction; or any such proceeding shall be instituted (by petition,
application or otherwise) against the Company and shall remain undismissed for a
period of ninety (90) days; or any judgment, writ, warrant of attachment or
execution or similar process shall be issued or levied against a substantial
part of the property of the Company and such judgment, writ, or similar process
shall not be released, vacated or fully bonded within ninety (90) days after its
issue or levy; or

     

    
      
         

      

      
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    (e)           The
Company shall be enjoined, restrained or in any way prevented by a court order
from continuing to conduct all or any material part of its business
affairs;

     

    (f)           Any
suit, action or other proceeding (judicial or administrative) commenced against
the Company, or with respect to any assets of the Company, shall threaten to
have a material adverse effect on their future operations, including, without
limitation a final judgment or settlement in excess of $25,000 in excess of
insurance shall be entered in, or agreed to in respect of any such suit, action
or proceeding.

     

    THEN, or at any time thereafter, and in
each and every case:

     

    (1)           Where
the Company is in default under the provisions of Section 4(d) hereof, the
entire unpaid principal amount of the Note, all interest accrued and unpaid
thereon, and all other amounts payable to the Holder hereunder shall
automatically become and be forthwith due and payable without offset or
counterclaim of any kind and without presentment, demand, protest or notice of
any kind, and without regard to the running of the statute of limitations, all
of which are hereby expressly waived by the Company; and

     

    (2)           In
any other case referred to in this Section 4, the Holder may, by written notice
to the Company, as the case may be, declare the entire unpaid principal amount
of this Note, all interest accrued and unpaid hereon, and all other amounts
payable hereunder to be forthwith due and payable, whereupon the same shall
become immediately due and payable, without offset or counterclaim of any kind
and without presentment, demand, or protest, and without regard to the running
of any statutes of limitation, all of which are hereby expressly waived by the
Company.

     

    Any declaration made pursuant to
Section 4(2) hereof is subject to the condition that, if at any time after the
principal of this Note shall have become due and payable, and before any
judgment or decree for the payment of the moneys so due, or any thereof, shall
have been entered, all arrears of principal and interest upon this Note (except
that principal of this Note which by such declaration shall have become payable)
shall have been duly paid, and every Event of Default shall have been made good,
waived or cured, then and in every such case the Holder shall be deemed to have
rescinded and annulled such declaration and its consequences; but no such
rescission or annulment shall extend to or affect any subsequent Event of
Default or impair any right consequent thereon.

    


    5.           CORPORATE
OBLIGATION.   It is expressly
understood that this Note is solely a corporate obligation of the Company and
that any and all personal liability, either at common law or in equity, or by
constitution or statute, of, and any and all rights and claims against, every
stockholder, officer, or director, as such, past, present or future, are
expressly waived and released by the Holder as a part of the consideration for
the issuance hereof.

    


    6.           AUTHORIZATION;
NO CONFLICT.   The borrowings
hereunder, the execution and delivery of the Note and the performance by the
Company of its obligations under this Agreement and the Note are within the
corporate powers of the Company, have been authorized by all necessary corporate
action, have received all necessary governmental approval (if any shall be
required) and do not and will not contravene or conflict with any provision of
law or of the charter or by-laws of the Company or of any agreement binding upon
the Company.

    


    
      
         

      

      
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    7.           TRANSFER.   Subject to the
appropriate provisions of the Act and of Section 7 hereof, this Note or any
portion of the principal amount hereof (or any remaining balance if any
pre-payments have occurred pursuant to Section 2 hereof) is transferable on the
records of the Company upon presentation of this Note, properly endorsed, at its
principal office; upon such presentation and transfer a new Note or Notes will
be issued.  For the purposes of payment and all other purposes, the
Company shall deem and treat the person in whose name this Note is registered as
the absolute owner hereof and the Company shall not be affected by any notice to
the contrary.

    


    8.           MISCELLANEOUS.

     

    (a)           Notwithstanding
the foregoing, the Company promises to pay interest after maturity (whether by
acceleration or otherwise, and before as well as after judgment) at the same
rate as above provided prior to maturity on balances, if any, then
outstanding.

     

    (b)           Interest
under this Note shall be computed on the basis of a thirty (30) day month and a
year of 360 days for the actual number of days elapsed.

    


    IN WITNESS WHEREOF, the Company has
caused this Note to be executed in Cathedral City, California as of the day and
year first above written.

    


     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            	COMPANY: 	 	HOLDER:	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	MICRO
      IMAGING TECHNOLOGY, INC.
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	
                                                    By

                                                  	
                                                    /s/
      Catherine Patterson

                                                  	 	
                                                    By

                                                  	
                                                    /s/
      Anthony M. Frank

                                                  	 
	 
      	
                                                    Catherine
      Patterson

                                                  	 	 	
                                                    Anthony
      M. Frank

                                                  	 
	 
      	
                                                    Chief
      Financial Officer

                                                  	 	
                                                     

                                                  	 
      	 


                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

    


    


    
      
         

      

      
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