Exhibit 10.30


                    LOAN TERMINATION AND CONVERSION AGREEMENT


            This LOAN TERMINATION AND CONVERSION  AGREEMENT (this  "Agreement"),
dated  as  of  December  30,  2005,  is  between  DATAMETRICS  CORPORATION  (the
"Company"),  a Delaware  corporation and DMTR, LLC, a New York limited liability
company (the "Lender").

                              W I T N E S S E T H:

            WHEREAS,  the Company  and the Lender are parties to a certain  Loan
Agreement dated as of January 31, 2001 (the "Loan  Agreement"),  which provides,
in part, for  indebtedness  by the Company in favor of the Lender of the initial
principal amount of $2,900,000 (the Loan Agreement,  the Security  Agreement (as
hereinafter  defined),  and each of the other  documents  executed in connection
with any of the foregoing, including, but not limited to the registration rights
agreement,  as any such  documents may have been amended from time to time shall
collectively be called the "Financing Documents"); and

            WHEREAS, the obligations of the Company under the Loan Agreement are
secured by all of the Company's  assets  pursuant to a security  agreement  (the
"Security Agreement"); and

            WHEREAS,  the  Lender  desires  to: (i)  convert  the debt under the
Financing Documents into shares of common stock of the Company; (ii) release its
lien on the  Company's  assets  pursuant to the  Security  Agreement;  and (iii)
terminate the Financing Documents.

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            NOW,  THEREFORE,  in consideration of the promises and of the mutual
covenants   hereinafter   set  forth,   the   sufficiency  of  which  is  hereby
acknowledged, the Company and the Lender hereby agree as follows:

            1.  Upon  the   consummation  of  the  Refinancing  (as  hereinafter
defined), the Financing Documents and the Security Agreement, any and all of the
respective  rights,  benefits,  and  obligations  of the  Company  or the Lender
existing or arising  under,  pursuant  to or in  connection  with the  Financing
Documents and the Security Agreement, are hereby cancelled and rendered null and
void in their  entirety  subject to and upon the terms and  conditions set forth
herein.

            2. As consideration  for termination of the Financing  Documents and
the Security Agreement, and pursuant to the terms thereunder,  the Company shall
issue to the  Lender  244,736,130  shares of common  stock of the  Company  (the
"Shares"),  without  giving effect to the Company's  proposed one (1) for thirty
(30) reverse  stock split.  Giving  effect to the proposed  reverse  split,  the
Lender would  receive  8,157,871  shares of common  stock of the  Company.  Such
Shares shall be issued upon the consummation of the Refinancing.

            3. The parties expressly agree that the validity and  enforceability
of  this  Agreement  be,  and  hereby  is,  contingent  upon  the  closing  of a
refinancing  of the Company by SG DMTI  Capital  LLC ("SG"),  the terms of which
include,  but are not limited to, the  purchase  of a maximum of  $1,000,000  of
Series B Preferred  Stock,  the  provision  of a secured  loan in the  principal
amount of $500,000,  the conversion of the outstanding  Series A Preferred Stock
into Common Stock and the issuance of a warrant to SG exercisable for 50% of the
Company's outstanding Common Stock for nominal consideration (collectively,  the
"Refinancing").

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            4. Lender represents and warrants that:

      a. The Lender has been given the opportunity to ask questions, and receive
answers,  concerning  the terms and conditions of the purchase of the Shares and
to obtain  such  additional  written  information,  to the  extent  the  Company
possesses  such  information  or can acquire it without  unreasonable  effort or
expense, necessary to verify the accuracy of same as the Lender desires in order
to evaluate the investment. The Lender acknowledges that the Lender has received
no  representations or warranties from the Company or its employees or agents in
making  this  investment  decision.  The Lender has been  informed  of all facts
pertaining  to the  Company as it may have  required or  believed  desirable  in
connection  with its  investment.  The Lender is aware that the  purchase of the
Shares is a  speculative  investment  involving  a high  degree of risk and that
there  is no  guarantee  that  the  Lender  will  realize  any  gain  from  this
investment,  and that the  Lender  could lose the total  amount of the  Lender's
investment  and that the Lender can bear the economic  risk of such  investment.
The risks  include,  but are not  limited to, the  Company's  history of losses,
liquidity  problems  and  uncertainty  as to whether it can  continue as a going
concern.

      b. The Lender  understands  that no  federal or state  agency has made any
finding or determination regarding the fairness of the sale of the Shares or any
recommendation or endorsement of the Shares.  Any representation to the contrary
is a criminal offense.

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      c. The Lender is purchasing the Shares for the Lender's own account,  with
the intention of holding its portion of the Shares, with no present intention of
dividing or allowing others to participate in this investment or of reselling or
otherwise participating, directly or indirectly, in a distribution of the Shares
.. The Lender  understands that the Shares are unregistered  and, may be required
to be held unless they are subsequently  registered under the Securities Act, or
an exemption from such registration is available.  Lender  acknowledges that one
such exemption from  registration  which permits sales to the public is Rule 144
under  the  Securities  Act which  requires  that the  securities  be held for a
minimum of one year and has certain  restrictions on the manner of sale and that
the Company is not current with respect to its  obligations to file the periodic
reports  required under the  Securities  Exchange Act of 1934 during the past 12
months.  Until and unless such reports are filed, the Lender will be required to
refrain  from any public sale of the Shares for two years after the  purchase of
the Shares, unless the Shares are registered under the Securities Act.

            5. Lender acknowledges that:

      a. it will not offer, sell, pledge,  hypothecate,  or otherwise dispose of
the Shares unless such offer, sale,  pledge,  hypothecation or other disposition
is (i) registered  under the Securities Act, or (ii) such offer,  sale,  pledge,
hypothecation or other disposition  thereof does not violate the Securities Act.
The  Lender  agrees  that the  Company  may  provide  for  appropriate  transfer
instructions to implement the provisions of this Section.

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      b. the certificates representing the shares of common stock shall bear the
following restrictive legend:

            THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED,  OR ANY STATE SECURITIES LAW AND NEITHER THE
SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFRED, SOLD, TRANSFERRED, PLEDGED OR
OTHERWISE  DISPOSED OF EXCEPT  PURSUANT TO AN EFFECTIVE  REGISTRATION  STATEMENT
UNDER SUCH ACT OR SUCH LAWS OR AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT AND
SUCH LAWS WHICH,  IN THE OPINION OF COUNSEL  FOR THE HOLDER,  WHICH  COUNSEL AND
OPINION  ARE  REASONABLY  SATISFACTORY  TO  COUNSEL  FOR  THIS  CORPORATION,  IS
AVAILABLE.

            6. By reason of this Agreement,  the parties expressly  acknowledge,
agree, and stipulate as follows:

      a. No party  owes any sums to any other  party  under or  pursuant  to the
Financing Documents,  the Security Agreement, or otherwise,  except as described
in paragraph "2" of this Agreement.

      b. No party has any claim or cause of action against the other arising out
of, pursuant to, or in connection with, the Financing  Documents or the Security
Agreement through and as of the date hereof;

      c. The express  purpose of this Agreement is to effect a complete,  final,
and unconditional  settlement  between the parties with respect to the Financing
Documents and the Security Agreement, and any and all matters,  transaction,  or
disputes  between the parties  thereunder or otherwise  which may be outstanding
through and as of the date hereof; and

      d. Upon the  cancellation  and termination of the Financing  Documents and
the Security  Agreement  effected by the provisions  hereof, no party shall have
any remaining duties or obligations  whatsoever to the other with respect to any
matter or  transaction,  except for causing the issuance of shares  described in
paragraph 2 herein.

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            6. The parties expressly agree that this Agreement shall be governed
by and shall be interpreted, construed, and enforced in accordance with the laws
of the State of New York, without giving effect to provisions as to conflicts of
laws and with the same force and effect as if this Agreement were fully executed
and to be performed wholly within the State of New York.

            7. All the terms and provisions of this  Agreement  shall be binding
upon,  inure to the benefit  of, and be  enforceable  by the parties  hereto and
their respective successors and assigns.

            8. This Agreement  constitutes  the entire  agreement of the parties
hereto with  respect to the  matters  herein  contained  and may not be altered,
modified, or amended except in writing,  executed, and delivered by or on behalf
of the parties.

            9. This  Agreement may be executed by the parties hereto in separate
counterparts,  each of which when so executed  shall be deemed to be an original
and all of which taken together shall constitute one and the same agreement.  An
executed  copy of this  Agreement  sent by  facsimile  shall be  effective as an
original.

            IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed as of the day and year first above written.

                                           DATAMETRICS CORPORATION

                                           By: /s/ Daniel Bertram
                                             ----------------------------------
                                           Its: Chief Executive Officer

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                                           DMTR, LLC

                                           By: /s/ Bruce Galloway
                                              ----------------------------------
                                           Its: Managing Member



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