DATAMETRICS CORP
ASSIGNMENT OF LIFE INSURANCE AS COLLATERAL
<DOCUMENT>
<TYPE>EX-10.8
<SEQUENCE>9
<FILENAME>assignoflifeinsurance.txt
<DESCRIPTION>ASSIGNMENT OF LIFE INSURANCE AS COLLATERAL
<TEXT>

ASSIGNMENT OF LIFE INSURANCE AS COLLATERAL


FOR VALUE RECEIVED, the undersigned, DATAMETRICS CORPORATION, hereby
assigns, transfers and sets over to BRUCE GALLOWAY as Collateral Agent, his
successors and assigns (the "Assignee"), Policy No. 4, 014, 655 issued by
Provident Mutual Life Insurance Company of Philadelphia (the "Insurer") and
any supplemental contracts issued in connection therewith (together, the
"Policy") upon the life of Garland S. White, and all claims, options,
privileges, rights, title and interest therein and thereunder, subject to all
the terms and conditions of the Policy, all in connection with the loan to
the
Corporation evidenced by the Secured Promissory Notes dated the date hereof
and identified on Exhibit 1 hereto (the "Notes"),

	The Corporation agrees as follows:

1. Without limiting the generality of the foregoing, the following
specific rights are included in this assignment and pass by virtue hereof:

a. The sole right to collect from the Insurer the net proceeds
of the Policy when it becomes a claim by death or maturity;
b. The sole right to surrender the Policy and receive the
surrender value thereof at any time provided by the terms of
the Policy and at such other times as the Insurer may allow;
c. The sole right to obtain one or more loans or advances on
the Policy, either from the Insurer or, at any time, from
other persons, and to pledge or assign the Policy as
security for such loans or advances;
d. The sole right to collect and receive all distributions or
shares of surplus, dividend deposit or additions to the
Policy now or hereafter made or apportioned thereto,  and to
exercise any and all options set forth in the Policy with
respect thereto; provided, that, unless and until the
Assignee shall notify the Insurer in writing to the
contrary, the distributions or shares of surplus, divided
deposits and additions shall continue on the plan in force
at the time of this assignment; and
e. The sole right to exercise all nonforfeiture rights
permitted by the terms of the Policy and allowed by the
Insurer and to receive all benefits and advantages derived
therefrom.

2. This assignment is made, and the Policy is to be held,  as
collateral security for any and all liabilities of the corporation to the
Assignee, as agent, created from and after today's date (including, without
limitation, the Notes) either now existing or that may hereafter arise in the
ordinary course of business between the Corporation and the holders of the
Notes (all of which liabilities are herein called the "Liabilities").

3. The Assignee covenants and agrees with the Corporation as follows:

a. That any balance of sums received hereunder from the Insurer
remaining after payment of the then existing Liabilities,
matured or unmatured, shall be paid by the Assignee to the
persons entitled thereto under the terms of the Policy had
this assignment not been executed;
b. That the Assignee will not exercise either the right to
surrender the Policy or (except for the purpose of paying
premiums) the right to obtain policy loans from the Insurer,
until there has been default in any of the Liabilities or a
failure to pay any premium when due, nor until twenty days
after the Assignee shall have mailed, by first-class mail,
to the undersigned at the addresses last supplied in writing
to the Assignee specifically referring to this assignment,
notice of intention to exercise such right; and
c. That the Assignee will upon request forward without
unreasonable delay to the Insurer the Policy for endorsement
of any designation or change of beneficiary or any election
of an optional mode of settlement.

4. The Insurer is hereby authorized to recognize the Assignee's
claims to rights hereunder without investigating the reason for any action
taken by the Assignee, or the validity or the amount of the Liabilities or
the
existence of any default therein, or the giving of any notice under Paragraph
3(b) above or otherwise, or the application to be made by the Assignee of any
amounts to be paid to the Assignee.  The sole signature of the Assignee shall
be sufficient for the exercise of any rights under the Policy assigned hereby
and the sole receipt of the Assignee for any sums received shall be a full
discharge and release therefor to the Insurer.  Checks for all or any part of
the sums payable under the Policy and assigned herein, shall be drawn to the
exclusive order of the Assignee if, when, and in such amounts as may be
requested by the Assignee.

5. The Assignee shall be under no obligation to pay any premium, or
the principal of or interest on any loans or advances on the Policy whether
or
not obtained by the Assignee, or any other charges on the Policy, but any
such
amounts so paid by the Assignee from its own funds shall become as part of
the
Liabilities hereby secured, shall be fixed immediately, and shall draw
interest at a rate fixed by the Assignee from time to time not exceeding 10%
per annum.

6. The exercise of any right, option, privilege or power given herein
to the Assignee shall be at the option of the Assignee, but (except as
restricted by Paragraph 3(b) above) the Assignee may exercise any such right,
option, privilege or power without notice to, or assent by, or affecting the
liability of, or releasing any interest hereby assigned by the undersigned,
or
any of them.

7. The Assignee may take or release other security, may release any
party primarily or secondarily liable for any of the Liabilities, may grant
extensions, renewals or indulgencies with respect to the Liabilities, or may
apply to the Liabilities in such order as the Assignee shall determine, the
proceeds of the Policy hereby assigned or any amount received on account of
the Policy by the exercise of any right permitted under this assignment,
without resorting or regard to other security.

8. In the event of any conflict between the provisions of this
assignment and provisions of the Notes or other evidence of any Liability,
with respect to the Policy or rights of collateral security therein, the
provisions of this assignment shall prevail.

9. The undersigned represents and warrants to the Assignee that no
consent or filing, including, without limitation, from or with the Insurer or
the beneficiary of the Policy, is required in connection with the execution,
delivery and performance of this assignment.




Signed and sealed this __________ day of August, 2000


							DATAMETRICS CORPORATION


By: /s/                  (L.S.)
By:____________________, (L.S.).
	Witness


___________________________________		_________________________________
								Address



CORPORATE ACKNOWLEDGEMENT


STATE OF ____________________
					ss:
COUNTY OF__________________


	On the ____________ day of August, 2000, before me personally came
________________ who being by me duly sworn, did depose and say that he
resides in ____________________ that he is the __________________ of
DATAMETRICS CORPORATION, the corporation described in and which executed the
assignment above; that he knows the seal of said corporation; that the seal
affixed to said assignment is such corporate seal; that it was so affixed by
order of the Board of Directors of said corporation, and that he signed his
name thereto by like order.



	____________________________________
									Notary Public


My commission expires ___________________



EXHIBIT 1




$35,000 Notes Issued By Each of the Following




Europa (Fred Knoll)

Philip Sassower (Phoenix Enterprises)

Bruce Galloway and Jacombs Investment, Inc.

Willow Creek

Goren Brother (Alex and James)

NTS Financial Ltd.


1

4
Document #: 12555v2
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