FORM OF NOTE

Execution Copy

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.

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