CIMETRIX INC
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>4
<FILENAME>ex10.txt
<TEXT>



                             EXHIBIT 10 TO FORM 10-Q
                              (Material Contracts)


Exhibit  Page
No.      No.       Description
-------  -----     -----------
  10.1    *        Lease with Capitol Properties Four, L.C.
  10.2    *        1998 Incentive Stock Option Plan
  10.3    *        Security Agreement with Michael and Barbara Feaster
  10.4    *        Employment Agreement with Robert H. Reback, President and
                   Chief Executive Officer
  10.5    *        Employment Agreement with David P. Faulkner, Executive Vice
                   President and Managing Director of Machine Control Products
  10.6    *        Employment Agreement with Michael D. Feaster, Vice President
                   of Software Development
  10.7    *        Employment Agreement with Steven K. Sorensen, Vice President
                   and Chief Technical Officer
  10.8    *        Employment Agreement with Riley G. Astill, Vice President of
                   Finance, Chief Financial Officer, Treasurer and Secretary
  10.9    *        Amendment 1 to 1998 Incentive Stock Option Plan
  10.10   *        Amendment 2 to 1998 Incentive Stock Option Plan
  10.11   *        Form of Indemnification Agreement with directors and officers
  10.12   *        Settlement Agreement and Mutual Release with Peter Manley and
                   Jana Manley
  10.13   E-10.1   Convertible Note Purchase Agreement and Convertible Note with
                   Tsunami Network Partners Corporation

--------------------------------------------------------------------------------
*Incorporated by reference (See exhibit listing above in ITEM 6. Exhibits and
Reports on Form 8-K.)



















<page>







                       CONVERTIBLE NOTE PURCHASE AGREEMENT

     THIS  CONVERTIBLE  NOTE PURCHASE  AGREEMENT (the  "Agreement")  is made and
entered into  effective as of this ___ day of  September,  2002,  by and between
CIMETRIX,  INCORPORATED,  a corporation organized and existing under the laws of
the State of Nevada (the "Company"),  and TSUNAMI NETWORK PARTNERS  CORPORATION,
an entity organized and existing under the laws of Japan (the "Investor").

                                   WITNESSETH:

     WHEREAS,  the  parties  desire  that,  upon the  terms and  subject  to the
conditions  contained  herein,  the Company shall issue and sell to the Investor
and the Investor shall purchase the  Convertible  Note (as defined below) in the
principal  amount of $500,000,  plus accrued  interest at the rate of 6-3/4% per
annum;

     WHEREAS,  the Company has provided to the Investor in  connection  with the
offering of the Convertible Note (as defined below) the following documents that
it has filed with the Securities and Exchange  Commission:  (i) Annual Report on
Form 10-K for the year ended December 31, 2001,  (ii) Quarterly  Reports on Form
10-Q for the  quarters  ended  March  31,  2002 and June  30,  2002,  and  (iii)
Definitive Proxy Statement for the Company's 2002 Annual Meeting of Shareholders
(the "SEC Documents");

     WHEREAS,  the Investor has  thoroughly  read and reviewed the SEC Documents
and all documents and agreements  referenced therein and all other documents and
agreements  deemed  relevant  in  connection  with  the  Investor's   investment
decision;

     WHEREAS,  such investment  shall be made in reliance upon the provisions of
Section 4(2) and  Regulation D of the U.S.  Securities  Act of 1933, as amended,
and the rules and  regulations  promulgated  thereunder (the  "Securities  Act")
and/or  upon such other  exemption  from the  registration  requirements  of the
Securities  Act as may be available  with respect to the  investment  to be made
hereunder; and

     WHEREAS,  the Company now desires to issue to the Investor the  Convertible
Note (as that term is defined in Section 1 below).

     NOW, THEREFORE,  in consideration of the mutual premises,  representations,
warranties,  covenants and conditions  contained herein,  and for other good and
valuable  consideration,  the  receipt  and  sufficiency  of  which  are  hereby
acknowledged, the parties hereto agree as follows:

     1. Issuance of  Convertible  Note.  Subject to the terms and  conditions of
this  Agreement,  the Company  hereby agrees to issue to the  Investor,  and the
Investor  agrees to accept from the Company,  a Convertible  Note  ("Convertible
Note") in the principal amount of Five Hundred Thousand Dollars ($500,000), plus
interest  thereon at the rate of 6-3/4% per annum.  It is hereby  understood and
agreed that the  Convertible  Note will be issued in favor of and in the name of
the Investor as indicated on the signature page herein.

     2.  Representations and Warranties of the Company.  Except as otherwise set
forth in this  Agreement,  the Company  hereby  represents  and  warrants to the
Investor as follows:




                                     E-10.1
<page>

     2.1 The Company is a corporation duly organized and validly existing under,
and by virtue of, the laws of the State of Nevada, and is in good standing under
the laws of said state.

     2.2 The Company has all requisite  legal and corporate  power and authority
to execute and deliver this Agreement, to sell and issue the Convertible Note to
the  Investor  and to carry out and perform its  obligations  under the terms of
this Agreement.

     2.3 All  corporate  action on the part of the Company,  its  directors  and
shareholders   necessary  for  the   authorization,   execution,   delivery  and
performance of this Agreement by the Company, the authorization,  sale, issuance
and delivery of the Convertible Note and the performance of all of the Company's
obligations hereunder has been or will be taken prior to the Company's execution
of this Agreement.

     2.4 The  Convertible  Note,  when issued and transferred to the Investor in
compliance  with the provisions of this  Agreement,  will be duly authorized and
validly issued.

     3.  Representations  and  Warranties of the Investor.  The Investor  hereby
represents and warrants to the Company with respect to the  Investor's  purchase
and acquisition of the Convertible Note, as follows:

     3.1 The undersigned is acquiring the  Convertible  Note for its own account
as principal,  not as a nominee or agent, for investment  purposes only, and not
with a view to, or for,  resale,  distribution or  fractionalization  thereof in
whole  or in part and no  other  person  has a  direct  or  indirect  beneficial
interest in such Convertible  Note.  Further,  the undersigned does not have any
contract,  undertaking,  agreement  or  arrangement  with  any  person  to sell,
transfer  or grant  participations  to such  person or to any third  person with
respect to the Note for which the undersigned is purchasing.

     3.2 The  undersigned  has full  power  and  authority  to enter  into  this
Agreement,   the  execution  and  delivery  of  this  Agreement  has  been  duly
authorized,  if applicable,  and this Agreement  constitutes a valid and legally
binding obligation of the undersigned.

     3.3 The undersigned  acknowledges its  understanding  that the offering and
sale of the Convertible  Note is intended to be exempt from  registration  under
the  Securities  Act of 1933,  as  amended,  by  virtue of  Section  4(2) of the
Securities  Act  and  the  provisions  of  Regulation  D  ("Regulation  D")  and
Regulation S as  promulgated  thereunder  by the United  States  Securities  and
Exchange Commission ("SEC"). In furtherance thereof, the undersigned  represents
and warrants to, and agrees with, the Company as follows:

     (a) The  undersigned  realizes  that the basis for the exemption may not be
present  if,  notwithstanding  any  representations  and/or  warranties  to  the
contrary herein  contained,  the  undersigned  has in mind merely  acquiring the
Convertible  Note for a fixed or  determinable  period in the  future,  or for a
market rise, or for sale if the market does not rise;

     (b) The undersigned has the financial  ability to bear the economic risk of
its  investment,  has adequate  means for  providing  for its current  needs and
personal  contingencies  and has no  need  for  liquidity  with  respect  to its
investment in the Company;


     (c) The  undersigned  has such  knowledge  and  experience in financial and
business  matters  as to be  capable  of  evaluating  the merits and risks of an
investment in the Convertible  Note. The undersigned  also represents it has not
been organized for the purpose of acquiring the Convertible Note.


                                      E-10.2


<page>


     (d) The  undersigned  has been furnished with the SEC Documents and any and
all documents  which may have been made  available upon request for a reasonable
time prior to the date hereof,  and the  undersigned  has carefully read the SEC
Documents;

     (e) The  undersigned has been provided an opportunity for a reasonable time
prior to the  date  hereof  to  obtain  additional  information  concerning  the
offering of the Convertible  Note, the Company and all other  information to the
extent  the  Company  possesses  such  information  or could  acquire it without
unreasonable effort or expense;

     (f) The  undersigned  has been given the  opportunity for a reasonable time
prior to the date hereof to ask  questions  of, and receive  answers  from,  the
Company  or its  representatives  concerning  the  terms and  conditions  of the
offering of the Convertible Note, and other matters  pertaining to an investment
in the  Convertible  Note, and has been given the  opportunity  for a reasonable
time prior to the date hereof to obtain such additional information necessary to
verify the accuracy of the  information  contained in the SEC  Documents or that
which was otherwise provided in order for it to evaluate the merits and risks of
a purchase  of the  Convertible  Note to the extent the Company  possesses  such
information or could acquire it without unreasonable effort or expense;

     (g) The undersigned has not been furnished with any oral  representation or
oral  information in connection with the offering of the Convertible  Note which
is not contained in the SEC Documents; and

     (h) The undersigned has determined that the Convertible  Note is a suitable
investment  for it and that at this time the  undersigned  could bear a complete
loss of such investment.

     3.4 The  undersigned  is not relying on any  statements or  representations
made by the  Company  with  respect to  economic  considerations  involved in an
investment in the Convertible Note.

     3.5 The  undersigned  will not sell or otherwise  transfer the  Convertible
Note or the shares (the "Shares") of the Company's Common Stock, $.001 par value
per share (the "Common  Stock")  issuable upon the conversion of the Convertible
Note without registration under the Securities Act or an exemption therefrom and
the undersigned fully understands and agrees that it must bear the economic risk
of its purchase because,  among other reasons,  neither the Convertible Note nor
the Shares of Common  Stock have been  registered  under the  Securities  Act or
under  the  securities  laws of any state  and,  therefore,  cannot  be  resold,
pledged,  assigned  or  otherwise  disposed  of  unless  they  are  subsequently
registered under the Securities Act and under the applicable  securities laws of
such  states  or  unless  exemptions  from such  registration  requirements  are
available. In particular, the undersigned is aware that the Convertible Note and
Shares  are  "restricted  securities,"  as such  term  is  defined  in Rule  144
promulgated  under the  Securities  Act ("Rule  144"),  and they may not be sold
pursuant  to Rule 144  unless  all of the  conditions  of Rule 144 are met.  The
undersigned  also understands  that,  except as otherwise  provided herein,  the
Company is under no obligation to register the Convertible Note or Shares on its
behalf or to assist it in complying  with any  exemption  from the  registration
requirements  of the Securities  Act or applicable  state  securities  laws. The
undersigned  further understands that sales or transfers of the Convertible Note
and  the  Shares  are  further  restricted  by  state  securities  laws  and the
provisions of this Agreement.


                                      E-10.3
<page>

     3.6 No  representations  or warranties have been made to the undersigned by
the Company,  or any officer,  employee,  agent,  affiliate or subsidiary of the
Company,  other than the  representations of the Company contained herein and in
the SEC Documents, and in purchasing the Convertible Note the undersigned is not
relying upon any representations other than those contained herein or in the SEC
Documents.

     3.7 Any information  which the  undersigned has heretofore  furnished or is
simultaneously  herewith furnishing to the Company with respect to its financial
position and business  experience is correct and complete as of the date of this
Agreement and, if there should be any material  change in such  information,  it
will immediately furnish revised or corrected information to the Company.

     3.8 The undersigned  understands  and agrees that the Convertible  Note and
the Shares of Common Stock  issuable  upon  conversion of the  Convertible  Note
shall bear a legend substantially similar to the following legend until (a) such
securities  shall have been registered  under the Securities Act and effectively
been disposed of in accordance with the  registration  statement;  or (b) in the
opinion  of  counsel  for  the  Company  such  securities  may be  sold  without
registration  under the Securities  Act as well as any applicable  "Blue Sky" or
state securities laws:

     THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
AS AMENDED (THE "SECURITIES ACT"), AND THEY MAY NOT BE OFFERED,  SOLD,  PLEDGED,
HYPOTHECATED,  ASSIGNED OR  TRANSFERRED  EXCEPT (i)  PURSUANT TO A  REGISTRATION
STATEMENT  UNDER THE  SECURITIES  ACT WHICH HAS BECOME  EFFECTIVE AND IS CURRENT
WITH RESPECT TO THESE SECURITIES,  OR (ii) PURSUANT TO A SPECIFIC EXEMPTION FROM
REGISTRATION UNDER THE SECURITIES ACT BUT ONLY UPON A HOLDER HEREOF FIRST HAVING
OBTAINED  THE  WRITTEN  OPINION  OF  COUNSEL TO THE  COMPANY,  OR OTHER  COUNSEL
REASONABLY   ACCEPTABLE  TO  THE  COMPANY,  THAT  THE  PROPOSED  DISPOSITION  IS
CONSISTENT  WITH ALL APPLICABLE  PROVISIONS OF THE SECURITIES ACT AS WELL AS ANY
APPLICABLE "BLUE SKY" OR OTHER STATE SECURITIES LAW.

     3.9 The undersigned  understands that an investment in the Convertible Note
is a speculative  investment which involves a high degree of risk of loss of its
entire investment.

     3.10 The  undersigned's  overall  commitment to  investments  which are not
readily marketable is not  disproportionate  to the undersigned's net worth, and
an investment in the Convertible Note will not cause such overall  commitment to
become excessive.

     3.11 The  undersigned  represents and warrants that it has not retained any
finder,  broker,  agent,  financial advisor or other  intermediary in connection
with the transactions contemplated by this Agreement and agrees to indemnify and
hold  harmless  the Company  from  liability  for any  compensation  to any such
intermediary  retained by the undersigned and the fees and expenses of defending
against such liability or alleged liability.

     3.12 The foregoing representations, warranties and agreements shall survive
the execution of this Agreement.


                                      E-10.4


<page>

     4. Miscellaneous.

     4.1 The undersigned agrees to indemnify and hold harmless the Company,  its
officers and directors,  employees and its affiliates and each other person,  if
any, who controls any thereof,  against any loss,  liability,  claim, damage and
expense  whatsoever  (including,  but not  limited  to,  any  and  all  expenses
whatsoever reasonably incurred in investigating,  preparing or defending against
any litigation  commenced or threatened or any claim whatsoever)  arising out of
or based upon any false  representation  or warranty or breach or failure by the
undersigned  to comply with any  covenant or agreement  made by the  undersigned
herein or in any  other  document  furnished  by the  undersigned  to any of the
foregoing in connection with this transaction.

     4.2 Neither this  Agreement  nor any  provisions  hereof shall be modified,
discharged or terminated  except by an instrument in writing signed by the party
against whom any waiver, change, discharge or termination is sought.

     4.3 Any notice, demand or other communication which any party hereto may be
required,  or may  elect,  to give  to  anyone  interested  hereunder  shall  be
sufficiently  given  if  (a)  deposited,  postage  prepaid,  first  class  mail,
addressed to such address as may be given herein,  (b)  delivered  personally at
such  address,  (c)  delivered by Federal  Express or similar  express  courier,
freight prepaid to such address, or (d) delivered by facsimile transmission with
a copy by first class mail, postage prepaid to such address.

         If to the Company to:

                  Cimetrix, Incorporated
                  6979 South High Tech Drive
                  Midvale, Utah 84047
                  United States of America
                  Attn: Robert H. Reback, President and Chief Executive Officer
                  Telephone No.: (801) 256-6500
                  Facsimile No.: (801) 256-6510

         With a copy to:

                  Mackey Price & Thompson
                  57 West 200 South, Suite 350
                  Salt Lake City, Utah 84101-1655
                  United States of America
                  Attn: Randall A. Mackey, Esq.
                  Telephone No.: (801) 575-5000
                  Facsimile No.: (801) 575-5006

         If to Investor to:

                  Tsunami Network Partners Corporation
                  Shin-yokohama SR Bldg. 4F
                  3-6-1 Shin-yokohama, Kouhoku-ku
                  Yokohama-City, Kanagawa 222-0033 Japan
                  Telephone No.: 81 45 470-8088
                  Facsimile No.: 81 45 470-8090



                                      E-10.5

<page>

     4.4 This  Agreement may be executed  through the use of separate  signature
pages or in any number of counterparts, and each of such counterparts shall, for
all purposes,  constitute one agreement binding on all parties,  notwithstanding
that all parties are not signatories to the same counterpart.

     4.5 Except as otherwise  provided  herein,  this Agreement shall be binding
upon and inure to the benefit of the parties and their  successors  and assigns.
If the  undersigned is more than one person,  the obligation of the  undersigned
shall be joint and several and the agreements,  representations,  warranties and
acknowledgments  herein  contained  shall be deemed to be made by and be binding
upon each such person and its successors and assigns.

     4.6 This instrument  contains the entire agreement of the parties and there
are no  representations,  covenants  or other  agreements  except  as  stated or
referred to herein.

     4.7 This Agreement is not transferable or assignable by the undersigned.

     4.8 This  Agreement  shall  be  enforced,  governed  and  construed  in all
respects in accordance with the laws of the State of Utah, without giving effect
to conflicts of law principles.

     IN WITNESS WHEREOF,  the parties hereto have executed this Agreement on the
dates indicated below effective as of the date first-above written.


THE INVESTOR:                               THE COMPANY:
TSUNAMI NETWORK PARTNERS                    CIMETRIX, INCORPORATED
CORPORATION


By: ______________________________          By: ______________________________
Its: ______________________________         Robert H. Reback, President
                                            and Chief Executive Officer
DATED: ______________________, 2002.        DATED: ______________________, 2002.








                                      E-10.6

<page>

THIS CONVERTIBLE NOTE AND THE SECURITIES  REPRESENTED  HEREBY HAVE BEEN ACQUIRED
FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE  "SECURITIES  ACT"), OR APPLICABLE  STATE  SECURITIES  LAWS.  THESE
SECURITIES  MAY  NOT  BE  SOLD,  OFFERED  FOR  SALE,  PLEDGED,  HYPOTHECATED  OR
TRANSFERRED  IN THE  ABSENCE  OF SUCH  REGISTRATION  UNLESS THE  TRANSFER  IS IN
ACCORDANCE  WITH  RULE  144 OR A  SIMILAR  RULE  AS  THEN IN  EFFECT  UNDER  THE
SECURITIES  ACT, OR APPLICABLE  STATE  SECURITIES LAWS OR UNLESS THE CORPORATION
RECEIVES  AN OPINION  OF COUNSEL  REASONABLY  ACCEPTABLE  TO IT OR IS  OTHERWISE
REASONABLY  SATISFIED THAT SUCH SALE OR TRANSFER IS EXEMPT FROM THE REGISTRATION
AND PROSPECTUS DELIVERY REQUIREMENTS OF THE SECURITIES ACT.

                             CIMETRIX, INCORPORATED

                                CONVERTIBLE NOTE

$500,000                                                      September __, 2002
                                                            Salt Lake City, Utah
                                                        United States of America

FOR VALUE RECEIVED, CIMETRIX, INCORPORATED, a corporation organized and existing
under  the laws of the  State of  Nevada  (the  "Company"),  promises  to pay to
TSUNAMI NETWORK PARTNERS CORPORATION, an entity organized and existing under the
laws of Japan ("Holder"),  or its registered assigns,  the principal sum of Five
Hundred  Thousand  Dollars  ($500,000),  together with interest from the date of
this Note on the  principal  balance at the rate equal to 6-3/4% per annum.  All
principal,  together with any accrued interest,  shall be due and payable on the
earlier of (i) March 31, 2003 (the "Maturity  Date"),  or (ii) when such amounts
are made  automatically due and payable upon or after the occurrence of an Event
of Default (as defined below).  This convertible note (the Convertible Note") is
issued pursuant to the Convertible Note Purchase Agreement dated as of September
__, 2002 (as amended,  modified or supplemented,  the "Convertible Note Purchase
Agreement")  between the Company and Holder. The following is a statement of the
rights of Holder and the conditions to which this  Convertible  Note is subject,
and to which Holder hereof, by the acceptance of this Convertible Note, agrees:

     1. Definitions. As used in this Convertible Note, the following capitalized
terms have the following meanings:

     1.1 "Holder" shall mean the Person specified in the introductory  paragraph
of this  Convertible  Note or any Person who at the time shall be the registered
holder of this Convertible Note.

     1.2 "Company" includes the corporation initially executing this Convertible
Note and any Person  that shall  succeed  to or assume  the  obligations  of the
Company pursuant to this Convertible Note.

     1.3  "Person"  shall  mean and  include an  individual,  a  partnership,  a
corporation  (including  a business  trust),  a joint stock  company,  a limited
liability  company,  an  unincorporated  association,  a joint  venture or other
entity or a governmental authority.



                                      E-10.7

<page>


     2. Automatic Conversion.


     2.1  Conversion at Maturity  Date. At the Maturity Date of the  Convertible
Note,  the Company  shall  convert the  principal on this  Convertible  Note and
accrued  interest  due into  shares of Common  Stock as set forth in Section 2.2
below.

     2.2 Common Stock.  When the Company  converts the  Convertible  Note at the
Maturity  Date,  this  Convertible  Note shall be converted  into that number of
fully paid and  nonassessable  shares of Common Stock determined by dividing all
of the principal  and accrued  interest due on this  Convertible  Note as of the
Maturity  Date by the average per share  closing sales price of the Common Stock
on the OTC  Electronic  Bulletin Board during the period from January 1, 2003 to
March 31, 2003 (the "Common Stock Price").  The Common Stock Price for which the
Convertible  Note shall be converted shall not exceed $0.75 per share or be less
than $0.35 per share.

     2.3 Issuance of Securities upon  Conversion.  As soon as practicable  after
conversion of this Convertible Note, the Company, at its expense,  will cause to
be issued in the name of and delivered to the Holder of this Convertible Note, a
certificate  or  certificates   representing   the  number  of  fully  paid  and
nonassessable  shares of the Common  Stock to which  Holder shall be entitled on
such  conversion.  No  fractional  shares will be issued on  conversion  of this
Convertible  Note. If Holder would otherwise be entitled to a fractional  share,
Holder shall receive a cash payment  equal to the Common Stock Price  multiplied
by the fractional share Holder would otherwise be entitled to receive.

     2.4 Termination of Rights. All rights with respect to this Convertible Note
shall  terminate upon the issuance of shares of the Common Stock upon conversion
of this  Convertible  Note,  whether  or not  this  Convertible  Note  has  been
surrendered.  Notwithstanding the foregoing, the Holder agrees to surrender this
Convertible  Note to the  Company  for  cancellation  as soon as is  practicable
following conversion of this Convertible Note.

     2.5  Mergers,  Consolidations  or Sales of  Assets.  In the event  that the
Company shall propose at any time a merger, consolidation or reorganization with
or into another  entity  (other than a merger with  another  entity in which the
holders  of  voting  securities  of  the  Company   immediately  prior  to  such
transaction will hold greater than 50% of the voting securities of the surviving
entity) or sell all or  substantially  all of its assets for cash,  the  Company
shall send to the Holder at least twenty (20) days' prior written  notice of the
date on which such merger,  consolidation,  reorganization  or sale (the "Merger
Event") is expected to occur.  As a part of such Merger Event,  the Company may,
conditioned on the  consummation of such Merger Event,  convert this Convertible
Note into that number of shares of the common  stock of the Company (the "Common
Stock") equal to the amount  (rounded to the nearest  whole number)  obtained by
dividing  (x) the  amount of  unpaid  principal  and  accrued  interest  of this
Convertible  Note by the average per share  closing price of the Common Stock on
the OTC Electronic Bulletin Board during the thirty (30) day period prior to the
Merger Event.

     3. Interest. Accrued interest on this Note shall be due at such time as the
outstanding principal amount hereof shall be due.

     4.  Events  of  Default.  The  occurrence  of any of  the  following  shall
constitute an "Event of Default."

     4.1 Breaches of Covenants. The Company shall fail to observe or perform any
covenant,  obligation,  condition or agreement contained in the Convertible Note
or  Convertible  Note  Purchase   Agreement   (collectively,   the  "Transaction
Documents")  and such failure shall  continue for twenty (20) days following the
Company's  receipt of Holder's  written  notice to the Company of such breach of
covenant; or


                                      E-10.8


<page>

     4.2 Voluntary Bankruptcy or Insolvency  Proceedings.  The Company shall (i)
apply for or consent to the  appointment of a receiver,  trustee,  liquidator or
custodian of itself or of all or a  substantial  part of its  property,  (ii) be
unable,  or admit in writing its inability,  to pay its debts  generally as they
mature,  (iii) make a general  assignment  for the  benefit of its or any of its
creditors,  (iv) be  dissolved  or  liquidated  in full or in part,  (v)  become
insolvent (as such term may be defined or interpreted pursuant to any applicable
statute),   (vi)  commence  a  voluntary  case  or  other   proceeding   seeking
liquidation,  reorganization or other relief with respect to itself or its debts
pursuant to any bankruptcy,  insolvency or other similar law now or hereafter in
effect  or  consent  to any  such  relief  or to the  appointment  of or  taking
possession  of its  property  by any  official in an  involuntary  case or other
proceeding  commenced  against  it, or (vii) take any action for the  purpose of
effecting any of the foregoing; or

     4.3 Involuntary Bankruptcy or Insolvency  Proceedings.  Proceedings for the
appointment of a receiver, trustee, liquidator or custodian of the Company or of
all or a substantial  part of the property  thereof,  or an involuntary  case or
other  proceedings  seeking  liquidation,  reorganization  or other  relief with
respect  to the  Company  or  the  debts  thereof  pursuant  to any  bankruptcy,
insolvency  or other  similar law now or  hereafter in effect shall be commenced
and an order for relief  entered or such  proceeding  shall not be  dismissed or
discharged within thirty (30) days of commencement.

     5. Rights of Holder upon Default.  Upon the  occurrence or existence of any
Event of Default (other than an Event of Default referred to in Sections 4.2 and
4.3 of this Convertible  Note) and at any time thereafter during the continuance
of such Event of Default, Holder may, by written notice to the Company,  declare
all outstanding  obligations  payable by the Company hereunder to be immediately
due and payable without presentment,  demand, protest or any other notice of any
kind,  all of which are  hereby  expressly  waived,  anything  contained  in the
Transaction  Documents to the contrary  notwithstanding.  Upon the occurrence or
existence  of any Event of Default  described  in  Sections  4.2 and 4.3 of this
Convertible Note,  immediately and without notice,  all outstanding  obligations
payable by the Company hereunder shall automatically  become immediately due and
payable,  without presentment,  demand, protest or any other notice of any kind,
all of which are hereby expressly waived,  anything contained in the Transaction
Documents  to  the  contrary  notwithstanding.  In  addition  to  the  foregoing
remedies,  upon the occurrence or existence of any Event of Default,  Holder may
exercise  any other  right,  power or remedy  granted  to it by the  Transaction
Documents  or otherwise  permitted to it by law,  either by suit in equity or by
action at law, or both.

     6.  Successors  and  Assigns.  Subject  to  the  restrictions  on  transfer
described in Sections 8 and 9 below,  the rights and  obligations of the Company
and  Holder  shall be binding  upon and  benefit  the  successors,  assigns  and
transferees of the parties.


     7. Waiver and  Amendment.  Any  provision of this  Convertible  Note may be
amended, waived or modified upon the written consent of the Company and Holder.




                                      E-10.9


<page>
     8. Transfer of this Convertible  Note or Securities  Issuable on Conversion
Hereof. With respect to any offer, sale or other disposition of this Convertible
Note or securities  into which such  Convertible  Note may be converted,  Holder
will give written  notice to the Company prior thereto,  describing  briefly the
manner  thereof,  together with a written  opinion of Holder's  counsel,  to the
effect  that such offer,  sale or other  distribution  may be  effected  without
registration or  qualification  (under any federal or state law then in effect).
Promptly upon receiving such written notice and reasonably satisfactory opinion,
if so requested,  the Company,  as promptly as practicable,  shall notify Holder
that  Holder  may sell or  otherwise  dispose of this  Convertible  Note or such
securities,  all in  accordance  with the terms of the notice  delivered  to the
Company.  If a  determination  has been made pursuant to this Section 8 that the
opinion of counsel for Holder is not reasonably satisfactory to the Company, the
Company shall so notify the Holder  promptly after such  determination  has been
made. The Convertible Note thus  transferred and each  certificate  representing
the  securities  thus  transferred  shall  bear a  legend  as to the  applicable
restrictions  on   transferability  in  order  to  ensure  compliance  with  the
Securities  Act, unless in the opinion of counsel for the Company such legend is
not required in order to ensure  compliance with the Securities Act. The Company
may issue stop transfer  instructions  to its transfer agent in connection  with
such restrictions.  Subject to the foregoing, transfers of this Convertible Note
shall be registered upon registration books maintained for such purpose by or on
behalf of the Company as provided in the  Convertible  Note Purchase  Agreement.
Prior to presentation of this Convertible Note for registration of transfer, the
Company shall treat the registered holder hereof as the owner and holder of this
Convertible  Note for the purpose of receiving  all  payments of  principal  and
accrued  interest  and for all other  purposes  whatsoever,  whether or not this
Convertible  Note shall be  overdue,  and the  Company  shall not be affected by
notice to the contrary.

     9. Assignment by the Company.  Neither this Convertible Note nor any of the
rights,  interests or obligations hereunder may be assigned, by operation of law
or  otherwise,  in whole or in part,  by the Company  without the prior  written
consent  of  Holder  except  in  connection  with an  assignment  in  whole to a
successor  corporation to the Company,  provided that such successor corporation
acquires  all or  substantially  all of the  Company's  property  and assets and
Holder's rights hereunder are not impaired.

     10.  Treatment of  Convertible  Note. To the extent  permitted by generally
accepted accounting  principles,  the Company will treat, account and report the
Convertible Note as debt and not equity for accounting purposes and with respect
to any returns filed with federal, state or local tax authorities.

     11.  Notices.  All notices and other  communications  required or permitted
hereunder shall be in writing,  shall be effective when given,  and shall in any
event be deemed to be given upon receipt or, if earlier, (a) five (5) days after
deposit  with the postal  service,  if  delivered  by first class mail,  postage
prepaid,  (b) upon  delivery,  if delivered by hand, (c) two business days after
the business day of deposit with  Federal  Express or similar  express  courier,
freight  prepaid or (d) one  business  day after the business day of a facsimile
transmission,  if delivered by facsimile  transmission  with copy by first class
mail,  postage  prepaid,  and shall be  addressed  (i) if to the Holder,  at the
Holder's address as set forth in the Convertible  Note Purchase  Agreement or on
the  register  maintained  by the Company,  and (ii) if to the  Company,  at the
address of its principal corporate offices (Attn:  President),  or at such other
address as a party may designate by ten (10) days' advance written notice to the
other party pursuant to the provisions above.

     12. No  Prepayment.  The  Company  may not prepay any of the  principal  or
interest due on this Convertible Note prior to the Maturity Date.


                                      E-10.10

<page>


     13.  Governing Law. This Convertible Note and all actions arising out of or
in connection with this  Convertible  Note shall be governed by and construed in
accordance  with the laws of the State of Utah,  without regard to the conflicts
of law provisions of the State of Utah or of any other state.

     IN WITNESS  WHEREOF,  the Company has caused  this  Convertible  Note to be
issued as of the date first written above.

                             CIMETRIX, INCORPORATED



                             By:______________________________
                             Robert H. Reback, President and
                             Chief Executive Officer




                                     E-10.11

</TEXT>
</DOCUMENT>
