EXHIBIT 10.36


                                     CONSENT

            CONSENT  (this  "Consent"),  dated  as  of  December  30,  2005,  in
connection  with that certain  Collateral  Assignment  of Rights under  Security
Agreement (the  "Assignment"),  dated as of January 31, 2003,  between DMTR, LLC
("Borrower"), and Commerce Bank, N.A. ("Bank").


                              W I T N E S S E T H:


            WHEREAS,  Borrower and Bank entered into a Revolving  Line of Credit
Agreement  dated  January 31, 2003 (as  amended  from time to time,  the "Credit
Agreement");

            WHEREAS,  to secure the  obligations  of  Borrower  under the Credit
Agreement,  Borrower  and Bank  entered  into the  Assignment  pursuant to which
Borrower  collaterally  assigned  to Bank all of  Borrower's  rights  under that
certain Security Agreement (the "Datametrics Security  Agreement"),  dated as of
January 31, 2001, between Datametrics Corporation ("Datametrics") and Borrower;

            WHEREAS,  Borrower  desires to release its liens and  terminate  its
rights under the Datametrics Security Agreement; and

            WHEREAS,  Section 3(b) of the Assignment  provides that Borrower may
not cancel or terminate the Datametrics  Security Agreement without Bank's prior
written consent.

            NOW, THEREFORE, the parties hereto hereby agree as follows:

            1. Defined Terms. All capitalized terms not otherwise defined herein
shall have the meanings given to them in the Loan Agreement.

            2. Consent.  Bank hereby  consents to the release by Borrower of its
liens under,  and the termination of, the Datametrics  Security  Agreement;  and
waives any Event of Default that would  otherwise arise under the Loan Agreement
or any other  Loan  Document  as a result of such  release  and  termination  or
entering into any agreement with respect to such release and termination.

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            3.  Governing  Law;  Counterparts.  This  Consent and the rights and
obligations  of the parties  hereto  shall be  governed  by, and  construed  and
interpreted in accordance with, the internal laws of the State of New York. This
Consent may be  executed  by one or more of the parties  hereto on any number of
separate  counterparts  (including by facsimile  transmission),  and all of said
counterparts  taken  together  shall be  deemed to  constitute  one and the same
instrument.

            IN WITNESS  WHEREOF,  the parties  hereto  caused this Consent to be
duly  executed and  delivered  by their  respective  proper and duly  authorized
officers as of the day and year first above written.


                                          COMMERCE BANK, N.A.

                                          By: /s/ Donald Buckley
                                              --------------------------------
                                          Name:  Donald Buckley
                                          Title: EVP

                                          DMTR, LLC


                                          By: /s/ Bruce Galloway
                                              --------------------------------
                                          Name:  Bruce Galloway
                                          Title: Member


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