THE SECURITY REPRESENTED HEREBY, AND THE SECURITIES ISSUABLE UPON
CONVERSION OR REDEMPTION HEREOF, HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES LAWS AND
NEITHER SUCH SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED,
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 COMPANY, IS AVAILABLE.


ADM TRONICS UNLIMITED, INC./AA NORTHVALE MEDICAL ASSOCIATES, INC.

UNSECURED 6% JOINT AND SEVERAL CONVERTIBLE PROMISSORY NOTE

No.  _____________

US$________________                                      August _____, 2004

THIS NOTE is one of a duly authorized issue of unsecured Notes (a
"Note" or the "Notes") of the joint and several obligors ADM Tronics
Unlimited, Inc., a Delaware corporation duly organized and validly existing
under the laws of the State of Delaware ("ADMT") and AA Northvale Medical
Associates, Inc., a New Jersey corporation duly organized and validly
existing under the laws of the State of New Jersey ("AAN") (ADMT and AAN may
hereafter be collectively referred to as the "Joint Obligors" or the
"Company")  The Notes are designated as the 2004 Unsecured 6% Joint and
Several Convertible Promissory Notes, in an aggregate maximum principal face
value for all Notes of this series of Three Million Five Hundred Thousand and
no/100 United States Dollars (US$3,500,000.00).

FOR VALUE RECEIVED, each of ADMT and AAN jointly and severally promises
to pay to the registered holder hereof and its successors and assigns (the
"Holder"), the principal sum of ________________________ Dollars
($_____________.00) in accordance with the terms hereof, and to pay interest
on the principal sum outstanding, at the rate of six percent (6%) per annum.
Accrual of interest on the outstanding principal amount shall commence on the
date hereof and shall continue until payment in full of the outstanding
principal amount has been made or duly provided for, or until the entire
outstanding principal amount of the Note has been converted.

Each of ADMT and AAN are jointly and severally liable for the repayment
of the Note which is an unsecured obligation of each of ADMT and AAN.

Pursuant to a private placement memorandum dated May 20, 2004, as
amended or supplemented (the "PPM"), the Joint Obligors are offering
("Private Offering") a maximum of $3,500,000 of units, consisting of: (i) the
Notes; (ii) warrants to purchase shares of common stock of ADMT (the "ADMT
Warrants"); and (iii) warrants to purchase shares of common stock of AAN (the
"AAN Warrants").

The following is a statement of the rights of the Holder of this Note
and the terms and conditions to which this Note is subject, and to which the
Holder, by acceptance of this Note, agrees:

1.	Principal Repayment.  The outstanding principal amount of this
Note shall be payable by August 15, 2009 (the "Maturity Date"), unless this
Note has been converted or redeemed as described below.

2.	Interest.  The holders of the Notes are entitled to receive
interest at an annual cumulative rate of six percent (6%) of the principal
face dollar value of the Notes held, payable quarterly (on January 1, April
1, July 1 and October 1, with the first interest payment due on January 1,
2005) in, at the election of the Joint Obligors (except as set forth below)
either: (i) cash, out of funds legally available therefore, or (ii) prior to
December 31, 2004, shares of AAN common stock, no par value per share ("AAN
Common Stock"), based on a value of $8.30 per share of AAN Common Stock (the
"AAN Conversion Price").

Notwithstanding the foregoing, from and after March 1, 2005, in the
event that: (i) the shares of AAN Common Stock issuable upon conversion or
exercise, as the case may be, of the Notes, the ADMT Warrants and the AAN
Warrants are not registered with the Securities and Exchange Commission (the
"SEC"), and (ii) the shares of AAN Common Stock are not publicly-traded on an
Approved Market, as defined below, (the foregoing, as applied to the shares
of AAN Common Stock, being referred to herein as the "Not Registered"), then
the Holder may elect to receive interest payments in either: (A) cash, out of
funds legally available therefore, or (B) at the election of each holder of
Notes, in (i) a number of shares of AAN Common Stock based upon the AAN
Conversion Price or (ii) a number of shares of ADMT Common Stock, $.0005 par
value per share ("ADMT Common Stock") based on a value of $0.29 (the "ADMT
Conversion Price").

An "Approved Market" shall mean any public market in the United States
on which the AAN Common Stock is trading (it being understood that the Pink
Sheets Quotation Service shall not qualify as an Approved Market for these
purposes).

In addition, and notwithstanding the foregoing, the Joint Obligors
shall be prohibited from making the above described interest payments in
shares of AAN Common Stock or shares of ADMT Common Stock unless the shares
so distributed are registered with the SEC pursuant to an effective
registration statement, without the prior written consent of the Holder.  The
Holder, at its sole election, may defer payments of interest in cash when
payable, and elect to accrue such interest payments in such number of shares
of AAN Common Stock based upon the AAN Conversion Price or in such number of
shares of ADMT Common Stock based upon the ADMT Conversion Price.

Interest payments for the period between the applicable closing of the
Private Offering and the next interest payment date shall be pro rated based
upon the actual number of days elapsed, assuming a 360 day year.  The first
interest payment to be made on the Notes will be due on January 1, 2005.  No
interest payments for such period may be made in either ADMT Common Stock or
AAN Common Stock unless such interest is paid in either ADMT Common Stock or
AAN Common Stock which has been registered for resale pursuant to a
registration statement under the Securities Act of 1933, as amended (the
"Act"), and declared effective by the SEC.

3.	Conversion.

	(a)	Through March 1, 2005, each $100,000 face value of Notes
shall initially be convertible at the AAN Conversion Price into 12,048 shares
of AAN Common Stock, provided AAN's Common Stock is listed on an Approved
Market, and the shares of AAN Common Stock issuable upon conversion of the
Note have been registered for resale with the SEC.  The AAN Conversion Price
is subject to the anti-dilution provisions described below.

		(b)	From and after March 1, 2005, in the event that the shares
of AAN Common Stock are Not Registered, then each $100,000 face value of
Notes shall be convertible, at the option of the holder thereof, into either:
(A) 12,048 shares of AAN Common Stock (based on the AAN Conversion Price) or
(B) a number of shares of ADMT Common Stock (determined at the applicable
Closing) determined by the ADMT Conversion Price, subject to the anti-
dilution provisions described below.

		(c)	Mandatory Conversion.  Notwithstanding the foregoing, the
Notes and any accrued interest will automatically convert into shares of AAN
Common Stock, at the AAN Conversion Price, on such date as: (i) a registration
statement covering the shares of AAN Common Stock underlying the Notes and
Warrants is ordered effective by the SEC; and (ii) the AAN Common Stock
commences trading on an Approved Market.

		(d)	Mechanics of Conversion.  Upon any conversion of this Note,
(i) such principal amount converted and all accrued but unpaid interest
thereon shall be converted and such converted portion of this Note shall
become fully paid and satisfied, (ii) the Holder shall surrender and deliver
this Note, duly endorsed, to ADMT and AAN's joint office or such other
address which either ADMT or AAN shall jointly designate against delivery of
the certificates representing the new securities of either ADMT or AAN, (iii)
ADMT or AAN, as applicable,  shall promptly deliver a duly executed Note to
the Holder in the principal amount, if any, that remains outstanding after
any such conversion; and (iv) in exchange for all or any portion of the
surrendered Note described in the preceding clause 4(d)(ii), ADMT or AAN, as
applicable, shall provide the Holder with irrevocable instructions addressed
to ADMT or AAN's transfer and exchange agent, as applicable, to issue such
number of unrestricted, freely tradable shares of either ADMT Common Stock or
AAN Common Stock, as the case may be.

		(e)		Issue Taxes.  The Holder shall pay any and all issue and
other taxes that may be payable with respect to any issue or delivery of
shares of either ADMT Common Stock or AAN Common Stock on conversion of this
Note pursuant hereto; provided, however, that the Holder shall not be
obligated to pay any transfer taxes resulting from any transfer requested by
any holder in connection with any such conversion.

		(f)	Elimination of Fractional Interests.  No fractional shares of
either ADMT Common Stock or AAN Common Stock shall be issued upon conversion
of this Note, nor shall either ADMT or AAN be required to pay cash in lieu of
fractional interests, it being the intent of the parties that all fractional
interests shall be eliminated and that all issuances of either ADMT Common
Stock or AAN Common Stock shall be rounded up to the nearest whole share.

4.	Rights upon Liquidation, Dissolution or Winding Up. In the event
of any liquidation, dissolution or winding up of ADMT or AAN, either voluntary
or involuntary, the holders of the Notes shall be entitled to receive, prior
and in preference to any distribution of any of the assets of ADMT or AAN to
the holders of any equity security of either ADMT or AAN, an amount equal to
the unpaid and unconverted principal face amount of their Notes and any
accrued and unpaid interest thereon.  The Holders shall share ratably with the
other unsecured creditors of AAN and ADMT if the available assets are not
sufficient to repay the Notes.

5.	Adjustments and Penalties for Non-Registration.

(a)	In the event that either ADMT or AAN should at any time or
from time to time, after the date of this Note, fix a record date for the
effectuation of a split or subdivision of the outstanding shares of either
the ADMT Common Stock or AAN Common Stock, as applicable, or the
determination of holders of either the ADMT Common Stock or AAN Common Stock,
as applicable, entitled to receive a dividend or other distribution payable
in additional shares of either the ADMT Common Stock or AAN Common Stock, as
applicable, or other securities or rights convertible into, or entitling the
holder thereof to receive directly or indirectly additional shares of either
the ADMT Common Stock or AAN Common Stock, as applicable, (hereinafter
referred to as "Common Stock Equivalents") without payment of any
consideration by such holder for the additional shares of either the ADMT
Common Stock or AAN Common Stock, as applicable, or the Common Stock
Equivalents (including the additional shares of either the ADMT Common Stock
or AAN Common Stock, as applicable, issuable upon conversion or exercise
thereof), then, as of such record date (or the date of such dividend,
distribution, split or subdivision if no record date is fixed), then unless
the AAN Conversion Price or ADMT Conversion Price, as applicable, is
otherwise automatically adjusted in accordance with the terms of this Note,
the AAN Conversion Price or ADMT Conversion Price, as applicable, shall be
appropriately decreased so that the number of shares of either the ADMT
Common Stock or AAN Common Stock, as applicable, issuable on conversion of
this Note shall be increased in proportion to such increase in the aggregate
number of shares of either the ADMT Common Stock or AAN Common Stock, as
applicable, outstanding and those issuable with respect to such Common Stock
Equivalents (see Section 5(c) below).

(b)	If the number of shares of either the ADMT Common Stock or
AAN Common Stock, as applicable, outstanding at any time after the date of
this Note is decreased by a combination of the outstanding shares of either
the ADMT Common Stock or AAN Common Stock, as applicable, then, following the
record date of such combination, the AAN Conversion Price or ADMT Conversion
Price, as applicable, shall be appropriately increased so that the number of
shares of either the ADMT Common Stock or AAN Common Stock, as applicable,
issuable upon conversion of this Note shall be decreased in proportion to
such decrease in outstanding shares.

(c)	In addition, the applicable AAN Conversion Price or ADMT
Conversion Price, will be subject to the following adjustment on a weighted
average basis for subsequent issuances of ADMT Common Stock or AAN Common
Stock, as applicable, or Common Stock Equivalents, at less than the AAN
Conversion Price or ADMT Conversion Price, as applicable, excluding issuances
pursuant to stock option or restricted stock purchase plans approved by the
Board of Directors of the Company (a "New Offering"):

(A x B) + (C x D) / E = F

A:  	Number of shares of ADMT Common Stock or AAN Common Stock,
as applicable, or Common Stock Equivalents outstanding,
including the shares of Common Stock issuable or
exercisable to all the holders of the Notes and the
Warrants
B:	Conversion Price
C:	Number of new shares of ADMT Common Stock or AAN Common
Stock, as applicable, or Common Stock Equivalents
D:	Share price offered in New Offering
E:	Total number of new shares of ADMT Common Stock or AAN
Common Stock, as applicable, or Common Stock Equivalents
outstanding after the New Offering
F:	The adjusted Conversion Price, ADMT Conversion Price or
ADMT Conversion Price, as applicable, for the holders of
the Notes and the Warrants

	(d)	A merger, consolidation or other corporate reorganization
in which ADMT's  stockholders shall receive cash or securities of another
entity, or any transaction in which all or substantially all of the assets of
AAN or ADMT are sold shall be treated as a liquidation for purposes of the
liquidation preference.  The Holder shall receive prior notice of any of the
foregoing transactions and shall have an opportunity to convert, at their
sole election, the Note prior to the consummation of any such transaction.

	(e)	Pursuant to the terms of the Private Offering, the Company
has granted certain registration rights to the Holder, as more fully
described in the Subscription Agreement dated as of the date hereof entered
into between the Company and Holder.  In the event that the Company does not
timely register either the ADMT Common Stock or the AAN Common Stock
underlying this Note, the number of shares of either ADMT Common Stock or AAN
Common Stock which Holder shall be entitled to receive upon conversion shall
increase by 1% and 2%, respectively, for each thirty day period, or part
thereof, that such registration default shall continue.

	6.	Representations and Warranties of the Company.  Each of ADMT and
AAN understands, agrees with, and represents and warrants to the Holder that:

		(a)	Organization and Qualification.  Each of ADMT and AAN is a
corporation duly organized and existing, and in good standing under the laws
of the jurisdiction in which it is incorporated, except as would not have a
Material Adverse Effect (as defined below), and has the requisite corporate
power to own its properties and to carry on its business as now being
conducted.  The Company is duly qualified as a foreign corporation to do
business and is in good standing in every jurisdiction in which the nature of
the business conducted by it makes such qualification necessary and where the
failure so to qualify would have a Material Adverse Effect. "Material Adverse
Effect" means any material adverse effect on the operations, properties or
financial condition of ADMT or AAN.

		(b)	Authorization; Enforcement.  (i) Each of ADMT and AAN has
the requisite corporate power and authority to enter into and perform this
Note, to issue and sell the Notes and the ADMT Common Stock or AAN Common
Stock issuable upon conversion of the Notes in accordance with the terms
hereof, and to perform its obligations under the Notes in accordance with the
requirements of the same, (ii) the execution, delivery and performance of
this Note, the warrants exercisable into shares of ADMT Common Stock or AAN
Common Stock to be issued simultaneously with the Notes (as described in the
PPM) (the "Warrants"), the PPM and the Subscription Agreement by each of ADMT
and AAN and the consummation by them of the transactions contemplated hereby
and thereby have been duly authorized by each of ADMT and AAN's Board of
Directors and no further consent or authorization of ADMT, AAN, their Boards
of Directors, or their stockholders is required, (iii) the Notes and Warrants
sold at the Closing have been duly and validly authorized, executed and
delivered by each of ADMT and AAN, and (iv) the Notes (when issued) and the
Warrants (when issued) constitute the valid and binding obligations of each
of ADMT and AAN enforceable against each of ADMT and AAN in accordance with
their respective terms, except as such enforceability may be limited by
applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or
similar laws relating to, or affecting, generally, the enforcement of
creditors' rights and remedies or by other equitable principles of general
application.  Each of ADMT and AAN(and its legal counsel) has examined this
Note and is satisfied in its sole discretion that this Note is in accordance
with the provisions of Regulation D ("Regulation D") as promulgated by the
SEC under the Act and are effective to accomplish the purposes set forth
herein and therein.

		(c)	Capitalization.

(i) As of May 20, 2004, the authorized Common Stock of ADMT
consisted of 150,000,000 shares, $.0005 par value, of Common Stock of
which 51,882,037 shares were issued and outstanding.  There are
5,000,000 shares of preferred stock authorized and zero (0) shares of
preferred stock issued and outstanding.  All of the outstanding shares
have been validly issued and are fully paid and nonassessable.  None of
the shares of ADMT Common Stock sold in the Placement or the unissued
shares of ADMT Common Stock are subject to preemptive rights or any
other similar rights or any liens or encumbrances.  Pursuant to a
consulting agreement previously disclosed, 2,000,000 shares of ADMT
Common Stock will be issued as compensation to a non-affiliate.  There
are currently outstanding warrants for the purchase of 1,297,051 shares
of ADMT Common Stock in addition to Placement Agent Warrant I and
Placement Agent Warrant III, to be issued to the Placement Agent, for
an amount of shares to be determined in connection with the closing
amount of the Private Offering As of the date of this Note, other than
otherwise disclosed in this Section 6(c), (i) there are no outstanding
options, warrants, scrip, rights to subscribe to, calls or commitments
of any character whatsoever relating to, or securities or rights
convertible into, any shares of capital stock of ADMT or any of its
subsidiaries, or arrangements by which ADMT is or may become bound to
issue additional shares of capital stock of ADMT or any of its
subsidiaries, (ii) there are no outstanding debt securities, and (iii)
there are no agreements or arrangements under which ADMT or any of its
subsidiaries is obligated to register the sale of any of its or their
securities under the Act.  If requested by the Holder, the Company has
furnished to the Holder, and the Holder acknowledges receipt of same by
its signature hereafter, true and correct copies of ADMT's Certificate
of Incorporation, as amended, as in effect on the date hereof (the
"ADMT Charter"), and ADMT's Bylaws, as in effect on the date hereof
(the "ADMT Bylaws").

(ii) As of the date of this Note, the authorized Common Stock of
AAN consisted of 10,000,000 shares, no par value, of Common Stock, of
which 2,710,000 shares were issued and outstanding.  There are no
shares of preferred stock authorized.  All of such outstanding shares
have been validly issued and are fully paid and nonassessable.  None of
the unissued shares of AAN Common Stock are subject to preemptive
rights or any other similar rights or any liens or encumbrances.  As of
the date of this Note, unless otherwise disclosed in this Section 6(c),
(i) there are outstanding options to purchase 622,875 shares of AAN
Common Stock in addition to Placement Agent Warrant II and Placement
Agent Warrant IV to be issued to the Placement Agent, for an amount of
shares to be determined in connection with the closing amount of the
Private Offering, and no warrants, scrip, rights to subscribe to, calls
or commitments of any character whatsoever relating to, or securities
or rights convertible into, any shares of capital stock of the Company
or any of its subsidiaries, or arrangements by which the Company or any
of its subsidiaries is or may become bound to issue additional shares
of capital stock of the Company or any of its subsidiaries, (ii) there
are no outstanding debt securities, and (iii) there are no agreements
or arrangements under which the Company or any of its subsidiaries is
obligated to register the sale of any of its or their securities under
the Act.  If requested by the Holder, the Company has furnished to the
Holder, and the Holder acknowledges receipt of same by its signature
hereafter, true and correct copies of AAN's Certificate of
Incorporation, as amended, as in effect on the date hereof (the "AAN
Charter"), and AAN's Bylaws, as in effect on the date hereof (the "AAN
Bylaws").

		(d)	Reservation of Shares.  Each of ADMT and AAN shall at all
times reserve and keep available out of its authorized but unissued shares of
ADMT Common Stock and AAN Common Stock, free from all taxes, liens and
charges with respect to the issue thereof and not be subject to preemptive
rights or other similar rights of stockholders of ADMT or AAN, solely for the
purpose of effecting the conversion or redemption of the Notes and the
exercise of the Warrants, such number of its shares of ADMT Common Stock and
AAN Common Stock as shall from time to time be sufficient to effect the
conversion of all of the outstanding principal amount, and if at any time the
number of authorized but unissued shares of ADMT Common Stock or AAN Common
Stock shall not be sufficient to effect the conversion or redemption of the
Notes and the exercise of the Warrants, in addition to such other remedies as
shall be available to Holder, including declaring the Notes to be in default
and all amounts to be immediately due and payable, ADMT or AAN, as the case
may be, will take such corporate action as may, in the opinion of its
counsel, be necessary to increase the number of authorized but unissued
shares of ADMT Common Stock or AAN Common Stock to such number of shares as
shall be sufficient for such purposes, including without limitation, using
its best efforts to obtain the requisite stockholder approval necessary to
increase the number of authorized shares of the ADMT Common Stock or AAN
Common Stock.

		(e)	Acknowledgment Regarding Holder's Purchase of the Note.
Each of ADMT and AAN acknowledges and agrees that the Holder is not acting as
financial advisor to or fiduciary of either ADMT and AAN (or in any similar
capacity with respect to this Note or the transactions contemplated hereby),
that this Note and the transactions contemplated hereby, and the relationship
between the Holder and each of ADMT and AAN, are and will be considered
"arms-length" notwithstanding any other or prior agreements or nexus between
the Holder and each of ADMT and AAN, whether or not disclosed, and that any
statement made by the Holder, or any of its representatives or agents, in
connection with this Note and the transactions contemplated hereby is not
advice or a recommendation, is merely incidental to the Holder's purchase of
the Note and has not been relied upon in any way by each of ADMT and AAN,
their officers or directors.  Each of ADMT and AAN further represents to the
Holder that each of ADMT and AAN's decision to enter into this Note and the
transactions contemplated hereby has been based solely upon an independent
evaluation by each of ADMT and AAN, its officers and directors.

		(f)	No Integrated Offering.  Neither ADMT nor AAN, nor any of
their affiliates, nor any person acting on its or their behalf, has directly
or indirectly made any offers or sales of any security or solicited any
offers to buy any security under circumstances which would prevent the
parties hereto from consummating the transactions contemplated hereby
pursuant to an exemption from registration under the Act and specifically in
accordance with the provisions of Regulation D.  The transactions
contemplated hereby are exempt from the registration requirements of the Act,
assuming the accuracy of the representations contained in the Purchaser
Questionnaire executed by the Holder.

		(g)	No Conflicts.  The execution, delivery and performance of
this Note by the each of ADMT and AAN and the consummation by each of ADMT
and AAN of the transactions contemplated hereby will not (i) result in a
violation of the ADMT Charter, ADMT Bylaws, AAN Charter or AAN Bylaws or (ii)
conflict with, or constitute a default (or an event which with notice or
lapse of time or both would become a default) under, or give to others any
rights of termination, amendment, acceleration or cancellation of, any
agreement, indenture or instrument to which ADMT or AAN or any of its
subsidiaries is a party, or result in a violation of any law, rule,
regulation, order, judgment or decree (including federal and state securities
laws and regulations) applicable to the Company or any of its subsidiaries or
by which any property or asset of the Company or any of its subsidiaries is
bound or affected (except for such conflicts, defaults, terminations,
amendments, accelerations, cancellations and violations as would not,
individually or in the aggregate, have a Material Adverse Effect).  Neither
ADMT nor AAN nor any of their subsidiaries is in violation of its Charter or
other organizational documents, and neither ADMT nor AAN nor any of
its/subsidiaries is in default (and no event has occurred which, with notice
or lapse of time or both, would put ADMT or AAN or any of their subsidiaries
in default) under, nor has there occurred any event giving others (with
notice or lapse of time or both) any rights of termination, amendment,
acceleration or cancellation of, any agreement, indenture or instrument to
which ADMT and AAN or any of their subsidiaries is a party, except for
possible defaults or rights as would not, in the aggregate or individually,
have a Material Adverse Effect.  The business of each of ADMT and AAN and
their subsidiaries is not being conducted, and shall not be conducted so long
as the Holder owns any of the Notes, in violation of any law, ordinance or
regulation of any governmental entity, except for possible violations which
neither singly nor in the aggregate would have a Material Adverse Effect.
Except as specifically contemplated by this Note and as required under the
Act and any applicable state securities laws, ADMT and AAN are not required
to obtain any consent, authorization or order of, or make any filing or
registration with, any court or governmental agency in order for it to
execute, deliver or perform any of its obligations under the Notes or the
Warrants in accordance with the terms hereof and thereof, or to perform its
obligations with respect to the Notes exactly as described in the Notes (once
issued), and with respect to the Warrants exactly as described in the
Warrants (once issued).

		(h)	SEC Documents; Financial Statements.  Except as otherwise
disclosed, since at least July 14, 1999, ADMT has timely filed all reports,
schedules, forms, statements and other documents required to be filed by it
with the SEC pursuant to the reporting requirements of the Securities
Exchange Act of 1934, as amended (the "1934 Act") (all of the foregoing filed
prior to the date hereof and all exhibits included therein and financial
statements and schedules thereto and documents (other than exhibits)
incorporated by reference therein, being hereinafter referred to as the "SEC
Documents").  ADMT has delivered to the Holder as requested by the Holder
true and complete copies of the SEC Documents, except for such exhibits,
schedules and incorporated documents.  As of their respective dates, the SEC
Documents complied in all material respects with the requirements of the 1934
Act and the rules and regulations of the SEC promulgated thereunder
applicable to the SEC Documents, and none of the SEC Documents, at the time
they were filed with the SEC, contained any untrue statement of a material
fact or omitted to state a material fact required to be stated therein or
necessary in order to make the statements therein, in light of the
circumstances under which they were made, not misleading.  As of their
respective dates, the financial statements of the Company included in the SEC
Documents complied as to form in all material respects with applicable
accounting requirements and the published rules and regulations of the SEC
with respect thereto.  Such financial statements have been prepared in
accordance with generally accepted accounting principles, consistently
applied, during the periods involved (except (i) as may be otherwise
indicated in such financial statements or the notes thereto, or (ii) in the
case of unaudited interim statements, to the extent they may exclude
footnotes or may be condensed or summary statements) and fairly present in
all material respects the financial position of the Company as of the dates
thereof and the results of its operations and cash flows for the periods then
ended (subject, in the case of unaudited statements, to normal year-end audit
adjustments).  No other information provided by or on behalf of the Company
to the Holder contains any untrue statement of a material fact or omits to
state any material fact necessary in order to make the statements therein, in
the light of the circumstance under which they are or were made, not
misleading.  Except as set forth in the financial statements of ADMT included
in the SEC Documents, the Company has no liabilities, contingent or
otherwise, other than (i) liabilities incurred in the ordinary course of
business subsequent to the date of such financial statements and (ii)
obligations under contracts and commitments incurred in the ordinary course
of business and not required under generally accepted accounting principles
to be reflected in such financial statements, in each case of clause (i) and
(ii) next above which, individually or in the aggregate, are not material to
the financial condition, business, operations, properties, operating results
or prospects of the Company.  The SEC Documents contain a complete and
accurate list of all written and oral contracts, agreements, leases or other
instruments to which the Company or any subsidiary is a party or by which the
Company or any subsidiary is subject which are required by the rules and
regulations promulgated by the SEC to be so listed (each a "Contract").  None
of the Company, its subsidiaries or, to the best of the Company's knowledge,
any of the other parties thereto, is in breach or violation of any Contract,
which breach or violation would, or with the lapse of time, the giving of
notice, or both, have a Material Adverse Effect.

		(i)	Absence of Certain Changes. Except as disclosed in the SEC
Documents, since at least March 31, 2004, there has been no material adverse
change and no material adverse development in the business, properties,
operation, financial condition, results of operations or prospects of either
ADMT and AAN.  ADMT and AAN have not taken any steps, and do not currently
have any reasonable expectation of taking any steps, to seek protection
pursuant to any bankruptcy law nor do ADMT or AAN have any knowledge that its
creditors intend to initiate involuntary bankruptcy proceedings.  ADMT and
AAN shall, at least until Holder no longer holds any of the Notes, maintain
its corporate existence in good standing and shall pay all taxes when due
except for taxes it reasonably disputes.

		(j)	Absence of Litigation.  Except as otherwise disclosed in
the PPM, there is no action, suit, proceeding, inquiry or investigation
before or by any court, public board or body pending or, to the knowledge of
either ADMT or AAN, threatened against or affecting either ADMT or AAN,
wherein an unfavorable decision, ruling or finding would have a Material
Adverse Effect or which would adversely affect the validity or enforceability
of, or the authority or ability of ADMT or AAN to perform its obligations
under, this Note or any of the documents contemplated herein.

		(k)	Foreign Corrupt Practices. Neither ADMT nor AAN, nor any of
their subsidiaries, nor any officer, director or other person acting on
behalf of ADMT or AAN or any subsidiary has, in the course of his actions for
or on behalf of ADMT or AAN, used any corporate funds for any unlawful
contribution, gift, entertainment or other unlawful expense relating to
political activity, made any direct or indirect unlawful payment to any
foreign or domestic government official or employee from corporate funds;
violated or is in violation of any provision of the U.S. Foreign Corrupt
Practices Act of 1977, as amended; or made any bribe, rebate, payoff,
influence payment, kickback or other unlawful payment to any foreign or
domestic government official or employee.

		(l)	Brokers; No General Solicitation.  ADMT and AAN have taken
no action that would give rise to any claim by any person for brokerage
commissions, finder's fees or similar payments relating to this Note and the
transactions contemplated hereby, other than to Maxim Group LLC (the
"Placement Agent").  ADMT, AAN and the Holder both acknowledge that no other
broker or finder was involved with respect to the transactions contemplated
hereby other than the Placement Agent.  Neither ADMT, AAN nor any distributor
participating on either ADMT or AAN's behalf in the transactions contemplated
hereby nor any person acting for ADMT or AAN, or any such distributor, has
conducted any "general solicitation," as described in Rule 502(c) under
Regulation D, with respect to the Notes being offered hereby.  ADMT and AAN
have agreed to compensate the Placement Agent in accordance with their
separate written agreement.

		(m)	Acknowledgment of Dilution.  The number shares of AAN
Common Stock or ADMT Common Stock issuable upon conversion of the Notes and
exercise of the Warrants may increase substantially in certain circumstances,
including the circumstance wherein the trading price of the ADMT Common Stock
or AAN Common Stock declines.  ADMT and AAN's executive officers and
directors have studied and fully understand the nature of the securities
being sold hereunder and recognize they have a potential dilutive effect.
The Board of Directors of each of ADMT and AAN have concluded in its good
faith business judgment that such issuance is in the best interests of each
of ADMT and  AAN.  ADMT and AAN acknowledge that their obligation to issue
shares of ADMT Common Stock or AAN Common Stock issuable upon conversion of
the Notes and exercise of the Warrants is binding upon it and enforceable
regardless of the dilution that such issuance may have on the ownership
interests of other stockholders.

		(n)	Eligibility to File Registration Statement.  Each of ADMT
and AAN are currently eligible to file a registration statement with the SEC
on Form SB-2 under the Act.

		(o)	Non-Disclosure of Non-Public Information.  ADMT and AAN
shall in no event disclose non-public information to the Holder, advisors to
or representatives of the Holder unless prior to such disclosure of
information ADMT or AAN marks such information as "non-public information -
confidential" and provides the Holder, such advisors and representatives with
the opportunity to accept or refuse to accept such non-public information for
review.  ADMT and AAN may, as a condition to disclosing any non-public
information hereunder, require the Holder, its advisors and representatives
to enter into a confidentiality agreement in form reasonably satisfactory to
ADMT or AAN and the Holder.

		(p)		Patriot Act and Other Representations.  ADMT, AAN and their
subsidiaries hereby represent and warrant that the parties (i) are not
included on any Government List (as defined below), (ii) are not persons who
have been determined by any governmental or regulatory authority, domestic or
foreign (each a "Governmental Entity") to be subject to the prohibitions
contained in Executive Order No. 13224 (Sept. 23, 2001) or any other similar
prohibitions contained in the rules and regulations of Office of Foreign
Assets Control ("OFAC") and/or in any enabling legislation or other Executive
Orders in respect thereof, (iii) to the actual knowledge of the parties, based
upon reasonable investigation, are not owned or controlled by, or acts for or
on behalf of, any person on any Government List or any other person who has
been determined by a Governmental Entity to be subject to the prohibitions
contained in Executive Order No. 13224 (Sept. 23, 2001) or similar
prohibitions contained in the rules and regulations of OFAC or any enabling
legislation or other Executive Orders in respect thereof, (iv) are in
compliance with Executive Order No. 13224 (September 23, 2001), the rules and
regulations of the OFAC, Department of Treasury or other Executive Orders in
respect thereof to which such parties have actual knowledge or should have
known based upon reasonable investigation, (v) have not been (and are not
currently being) investigated by any Governmental Authority for, or indicted
for, any Patriot Act Offense (as defined below) and/or (vi) are not under
investigation by any Governmental Entity for alleged criminal behavior.

			"Governmental Authority" shall mean any nation or
government, any state or other political subdivision thereof, any entity
exercising executive, legislative, judicial, regulatory or administrative
functions of or pertaining to government, and any corporation or other entity
owned or controlled (through stock or capital ownership or otherwise) by any
of the foregoing.

	"Government List" shall mean (i) the Specially Designated
Nationals and Blocked Persons List maintained by the Office of Foreign Assets
Control, U.S. Department of the Treasury or (ii) any other list of
terrorists, terrorist organizations or narcotics traffickers maintained
pursuant to any of the rules and regulations of Office of Foreign Assets
Control, U.S. Department of the Treasury, or (iii) any similar list
maintained by the U.S. Department of State, the U.S. Department of Commerce
or pursuant to any Executive Order of the President of the United States.
		"Patriot Act Offense" shall means any violation of the
criminal laws of the United States of America or any of the several states
therein, or that would be a criminal violation if committed within the
jurisdiction of the United States of America or any of the several states
therein, relating to terrorism or the laundering of monetary instruments,
including any offense under (i) the Bank Secrecy Act, as amended, (ii) the
Money Laundering Control Act of 1986, as amended, or (iii) the Uniting and
Strengthening of America by Providing Appropriate Tools Required to Intercept
and Obstruct Terrorism (USA PATRIOT ACT) Act of 2001, Public Law 107-56
(October 26, 2001), in each case as the same may be amended from time to
time, and the rules and regulations promulgated thereunder and corresponding
provisions of future laws.  The term "Patriot Act Offense" also includes the
crimes of conspiracy to commit, or aiding and abetting another to commit, a
Patriot Act Offense.

	7.	Affirmative Covenants of ADMT and AAN.  Each of ADMT and AAN
hereby agree that, so long as the Note remains outstanding and unpaid, or any
other amount is owing to the Holder hereunder, each of ADMT and AAN will and
with respect to the agreements set forth in this Section 7 hereof will cause
each of ADMT and AAN as applicable to:

		(a)	Corporate Existence and Qualification.  Take the necessary
steps to preserve its corporate existence and its right to conduct business
in all states in which the nature of its business requires qualification to
do business.  In the event of dispute between ADMT or AAN and the Holder as
to when qualification is necessary, the decision of the Holder shall control.

		(b)	Financial Information and Compliance Certificates.  Keep
its books of account in accordance with good accounting practices, and until
such time as the Holder no longer beneficially owns the Notes or the
Warrants, promptly furnish to the Holder the following financial and other
information: (i) each of the Company's Annual Reports, Quarterly Reports and
any reports filed on Form 8-K filed with the SEC; and (ii) any press release
issued by the Company or any of its subsidiaries.

		(c)	Within five (5) days of any officer of either ADMT or AAN
obtaining knowledge of any Event of Default (as defined in Section 9), if
such Event of Default is then continuing, each of ADMT and AAN shall furnish
to the Holder a certificate of the chief financial or accounting officer of
each of ADMT and AAN setting forth the details thereof and the action which
ADMT and AAN are taking or proposes to take with respect thereto.

	(d)	Insurance.  Maintain insurance with responsible and
reputable insurance companies or associations in such amounts and covering
such risks as is usually carried by companies engaged in similar businesses
and owning similar properties in the same general areas in which ADMT and AAN
operates and naming the Holder as an additional insured and loss payee
thereon as its interest may appear.

		(e)	Preservation of Properties; Compliance with Law.  Maintain
and preserve all of its properties which are used or which are useful in the
conduct of its business in good working order and condition, ordinary wear
and tear excepted and comply with the Charter and Bylaws or other
organizational or governing documents of each of ADMT and AAN, and any law,
treaty, rule or regulation, or determination of an arbitrator or a court or
other governmental authority, in each case applicable to or binding upon each
of ADMT and AAN or any of their property or to which each of ADMT and AAN or
any of their property is subject.

         	(f)	Taxes.  Duly pay and discharge all taxes or other
claims, which might become a lien upon any of its property except to the
extent that any thereof are being in good faith appropriately contested with
adequate reserves provided therefor.

		(g)	Notice of Litigation.  Promptly notify the Holder in
writing of any litigation, legal proceeding or dispute, other than disputes
in the ordinary course of business or, whether or not in the ordinary course
of business, involving amounts in excess of One Hundred Thousand
($100,000.00) Dollars, affecting either ADMT, AAN or any subsidiary, whether
or not fully covered by insurance, and regardless of the subject matter
thereof.

		(h)	Securities Laws. Each of ADMT and AAN agree to timely file
a Form D (or equivalent form required by applicable state law) with respect
to the Notes if and as required under Regulation D and applicable state
securities laws and to provide a copy thereof to the Holder promptly after
such filing.  Each of ADMT and AAN shall, in a timely fashion, take such
action as is necessary to sell the Notes being sold to the Holder under
applicable securities laws of the United States and the relevant state(s),
and shall if specifically so requested provide evidence of any such action so
taken to the Holder.

		(i)	Reporting Status.  So long as the Holder beneficially owns
any of the Notes, ADMT shall file all reports required to be filed with the
SEC pursuant to the 1934 Act, and ADMT shall not terminate its status as an
issuer required to file reports under the 1934 Act even if the 1934 Act or
the rules and regulations hereunder would permit such termination.

         		(j)	Use of Proceeds.  ADMT and AAN will use the proceeds
from the sale of
the Notes as set forth in the "Use of Proceeds" section of the PPM.

		(k)	Reservation of Shares.  Each of ADMT and AAN shall at all
times have authorized, and reserved for the purpose of issuance, a sufficient
number of shares of ADMT Common Stock and AAN Common Stock issuable upon
conversion of the Notes and exercise of the Warrants to provide for the
issuance of all of such shares.  Prior to complete conversion of the Notes
and exercise of the Warrants, ADMT and AAN shall not reduce the number of
shares of ADMT Common Stock or AAN Common Stock reserved for issuance
hereunder without the written consent of the Holder except for a reduction
proportionate to a reverse stock split effected for a business purpose other
than affecting the requirements of this Section, which reverse stock split
affects all shares of ADMT Common Stock or AAN Common Stock equally.

		(l)	Listing.  Upon the Closing, ADMT and AAN, as applicable,
shall in accordance with the registration rights granted to the Holders in
the Private Offering secure the listing of the ADMT Common Stock and AAN
Common Stock underlying the Notes, the ADMT Warrants and the AAN Warrants
upon each national securities exchange or automated quotation system upon
which shares of ADMT Common Stock or AAN Common Stock are then listed
(subject to official notice of issuance) and shall maintain such listing of
shares of ADMT Common Stock and AAN Common Stock issued under the terms of
this Note.  The Company shall at all times comply in all respects with the
Company's reporting, filing and other obligations under the by-laws or rules
of the National Association of Securities Dealers and the OTC Bulletin Board
(or such other national securities exchange or market on which the ADMT
Common Stock or AAN Common Stock may then be listed, as applicable).

		(m)	Prospectus Delivery Requirement; Escrow of ADMT Common
Stock or AAN Common Stock.  The Holder understands that the Act requires
delivery of a prospectus relating to the ADMT Common Stock or AAN Common
Stock  in connection with any sale thereof pursuant to a registration
statement under the Act covering any resale by the Holder of the ADMT Common
Stock or AAN Common Stock being sold, and the Holder shall comply with any
applicable prospectus delivery requirements of the Act in connection with any
such sale. The Company shall have the unequivocal right to rely upon the
Holder's representation and covenant to deliver a prospectus as required by
applicable law or regulation contained in this Section, and thus, with
respect to any resales by the Holder pursuant to a registration statement,
such ADMT Common Stock or AAN Common Stock shall contain a restrictive legend
only if and to the extent required by law. The Holder will indemnify and hold
harmless the Company and its transfer agent for any loss, cost or expense
(including reasonable attorneys' fees) incurred by such parties as a result
of improper actions taken by the Holder in response to the Company's and the
transfer agent's compliance with the provisions of this Section, including
without limitation, the sales of such ADMT Common Stock or AAN Common Stock
without delivery of a prospectus as required by applicable law or regulation.

		(n)	Intentional Acts or Omissions.  Neither party shall
intentionally perform any act that if performed, or omit to perform any act
which if omitted to be performed, would prevent or excuse the performance of
this Note or any of the transactions contemplated hereby.

	8.	Negative Covenants of the Company.  Each of ADMT and AAN hereby
agree that, so long as the Note remains or remain outstanding and unpaid, or
any other amount is owing to the Holder hereunder it will not, nor will it
permit any of its subsidiaries to:

		(a)	Indebtedness for Borrowed Money.  Incur, or permit to
exist, any Indebtedness (as defined below) for borrowed money, with rights
superior to Holder, except in the ordinary course of ADMT or AAN's business.
"Indebtedness" shall mean, with respect to ADMT or AAN, (a) all obligations
of ADMT or AAN for borrowed money or with respect to deposits or advances of
any kind, (b) all obligations of ADMT or AAN evidenced by bonds, debentures,
notes or other similar instruments, (c) all obligations of ADMT or AAN for
the deferred purchase price of property or services, except current accounts
payable arising in the ordinary course of business and not overdue beyond
such period as is commercially reasonable for ADMT or AAN's business, (d) all
obligations of ADMT or AAN under conditional sale or other title retention
agreements relating to property purchased by ADMT or AAN, (e) all payment
obligations of ADMT or AAN with respect to interest rate or currency
protection agreements , (f) all obligations of ADMT or AAN as an account
party under any letter of credit or in respect of bankers' acceptances, (g)
all obligations of any third party secured by property or assets of such
Person (regardless of whether or not ADMT or AAN is liable for repayment of
such obligations), (h) all guarantees of ADMT or AAN and (i) the redemption
price of all redeemable preferred stock of ADMT or AAN, but only to the
extent that such stock is redeemable at the option of the holder or requires
sinking fund or similar payments at any time prior to the Maturity Date.

		(b)	Mergers, Acquisitions and Sales of Assets.   Enter into any
merger or consolidation or liquidate, windup or dissolve itself or sell,
transfer or lease or otherwise dispose of all or any substantial part of its
assets or technologies (other than sales of inventory and obsolescent
equipment in the ordinary course of business) or acquire by purchase or
otherwise the business or assets of, or stock of, another business entity in
excess of $250,000; except that any subsidiary of ADMT (other than AAN) may
merge into or consolidate with any other subsidiary which is wholly-owned by
ADMT and any subsidiary which is wholly-owned by ADMT may merge with or
consolidate into ADMT provided that ADMT is the surviving corporation, or
enter into any transaction or series of related transactions in which more
than 50% of the voting power of AAN is disposed of by ADMT.

		(c)	Loans; Investments.  Lend or advance money, credit or
property to or invest in (by capital contribution, loan, purchase or
otherwise) any firm, corporation, or other Person except (i) investments in
United States Government obligations, certificates of deposit of any banking
institution with combined capital and surplus of at least $200,000,000; (iii)
accounts receivable arising out of sales of inventory in the ordinary course
of business; and (iii) loans to subsidiaries.

		(d)	Dividends and Distributions.  Pay dividends or make any
other distribution on shares of the capital stock of either ADMT or AAN.

		(e)	Liens.  Create, assume or permit to exist, any lien on any
of its property or assets now owned or hereafter acquired except (i) liens in
favor of the Holder; (ii) other liens incidental to the conduct of its
business or the ownership of its property and assets which were not incurred
in connection with the borrowing of money or the obtaining of advances or
credit and which do not materially impair the use thereof in the operation of
its business; (iii) liens for taxes or other governmental charges which are
not delinquent or which are being contested in good faith and for which a
reserve shall have been established in accordance with generally accepted
accounting principles; and (iv) purchase money liens granted to secure the
unpaid purchase price of any fixed assets purchased within the limitations of
Section 8(i) hereof.

		(f)	Contingent Liabilities.  Assume, endorse, be or become
liable for or guarantee the obligations of any Person, contingently or
otherwise, excluding however, the endorsement of negotiable instruments for
deposit or collection in the ordinary course of business.

		(g)	Sales of Receivables; Sale - Leasebacks.  Sell, discount or
otherwise dispose of notes, accounts receivable or other obligations owing to
ADMT or AAN, with or without recourse, except for the purpose of collection
in the ordinary course of business; or sell any asset pursuant to an
arrangement to thereafter lease such asset from the purchaser thereof.

		(h)	Capital Expenditures; Capitalized Leases.  Expend in the
aggregate for the Company and all its subsidiaries in excess of $1,500,000 in
any fiscal year for Capital Expenditures (as defined below) including
payments made on account of Capitalized Leases (as defined below).  For
purposes of the foregoing, Capital Expenditures shall include payments made
on account of any deferred purchase price or on account of any indebtedness
incurred to finance any such purchase price.  "Capital Expenditures" shall
mean for any period, the aggregate amount of all payments made by any Person
directly or indirectly for the purpose of acquiring, constructing or
maintaining fixed assets, real property or equipment which, in accordance
with generally accepted accounting principles, would be added as a debit to
the fixed asset account of such Person, including, without limitation, all
amounts paid or payable with respect to Capitalized Lease Obligations and
interest which are required to be capitalized in accordance with generally
accepted accounting principles.  "Capitalized Lease" shall mean any lease the
obligations to pay rent or other amounts under which constitute Capitalized
Lease Obligations.  "Capitalized Lease Obligations" shall mean as to any
Person, the obligations of such Person to pay rent or other amounts under a
lease of (or other agreement conveying the right to use) real and/or personal
property which obligations are required to be classified and accounted for as
a capital lease on a balance sheet of such Person under generally accepted
accounting principles and, for purposes of this Note, the amount of such
obligations shall be the capitalized amount thereof, determined in accordance
with generally accepted accounting principles.

		(i)	Lease Payments.  Expend in the aggregate for the Company
and all its subsidiaries in excess of $500,000 in any fiscal year for the
lease, rental or hire of real or personal property pursuant to any rental
agreement therefor, whether an operating lease, capitalized lease or
otherwise.

		(j)	Nature of Business.  Materially alter the nature of ADMT's
business or permit AAN to engage in any business other than the business
engaged in or proposed to be engaged in on the date of this Note.

		(k)	Stock of Subsidiaries.  Sell or otherwise dispose of any
subsidiary (except in connection with a merger or consolidation of a
subsidiary into ADMT or another subsidiary) or permit a subsidiary to issue
any additional shares of its capital stock except pro rata to its
stockholders.

		(l)	ERISA.  (i) Terminate any plan ("Plan") of a type described
in Section 402l(a) of the Employee Retirement Income Security Act of l974, as
amended from time to time ("ERISA") in respect of which the Company is an
"employer" as defined in Section 3(5) of ERISA so as to result in any
material liability to the Pension Benefit Guaranty Corporation (the "PBGC")
established pursuant to Subtitle A of Title IV of ERISA, (ii) engage in or
permit any person to engage in any "prohibited transaction" (as defined in
Section 406 of ERISA or Section 4975 of the Internal Revenue Code of 1954, as
amended) involving any Plan which would subject the Company to any material
tax, penalty or other liability, (iii) incur or suffer to exist any material
"accumulated funding deficiency" (as defined in Section 302 of ERISA),
whether or not waived, involving any Plan, or (iv) allow or suffer to exist
any event or condition, which presents a material risk of incurring a
material liability to the PBGC by reason of termination of any Plan.

		(m)	Accounting Changes.  Make, or permit any subsidiary to make
any change in their accounting treatment or financial reporting practices
except as required or permitted by generally accepted accounting principles
in effect from time to time.

		(n)	Transactions with Affiliates.  Except as otherwise
specifically set forth in this Note, directly or indirectly purchase, acquire
or lease any property from, or sell, transfer or lease any property to, or
enter into any other transaction, with any Affiliate (as defined below)
except in the ordinary course of business and at prices and on terms not less
favorable to it than those which would have been obtained in an arm's-length
transaction with a non-affiliated third party.  "Affiliate" as applied to any
Person, shall mean any other Person directly or indirectly through one or
more intermediaries controlling, controlled by, or under common control with,
that Person.  For the purposes of this definition, "control" (including with
correlative meanings, the terms "controlling," "controlled by" and "under
common control with"), as applied to any Person, means the possession,
directly or indirectly, of the power to direct or cause the direction of the
management and policies of that Person, whether through the ownership of
voting securities or by contract or otherwise.

	9.	Events of Default.  The Note shall become immediately due and
payable at the option of the Holder, without notice or demand, upon any one
or more of the following events or occurrences ("Events of Default"):
		(a)	if any portion of the Note is not paid when due;
		(b)	if any representation or warranty of either ADMT or AAN
made in this Note or in any certificate, report or other financial statement
or other instrument or document delivered pursuant hereto, or any notice,
certificate, demand or request delivered to the Holder pursuant to this Note
or any other document proves to be false or misleading in any material
respect as of the time when the same is made;
		(c)	if ADMT or AAN consummates a transaction which would cause
this Note or any exercise of any Holder's rights under the Notes and the
Warrants (i) to constitute a non-exempt prohibited transaction under ERISA,
(ii) to violate a state statute regulating governmental plans or (iii)
otherwise to subject ADMT or AAN to liability for violation of ERISA or such
state statute;
		(d)	if any final judgment for the payment of money is rendered
against ADMT or AAN and ADMT or AAN does not discharge the same or cause it
to be discharged or vacated within one hundred twenty (120) days from the
entry thereof, or does not appeal therefrom or from the order, decree or
process upon which or pursuant to which said judgment was granted, based or
entered, and does not secure a stay of execution pending such appeal within
one hundred twenty (120) days after the entry thereof;
		(e)	subject to the provisions of Section 7(f) hereof, if any
taxes are not paid before delinquency;
		(f)	if ADMT or AAN makes an assignment for the benefit of
creditors or if ADMT or AAN generally does not pay its debts as they become
due;
		(g)	if a receiver, liquidator or trustee of ADMT or AAN is
appointed or if ADMT or AAN is adjudicated a bankrupt or insolvent, or if any
petition for bankruptcy, reorganization or arrangement pursuant to federal
bankruptcy law, or any similar federal or state law, is filed by or against,
consented to, or acquiesced in, by ADMT or AAN or if any proceeding for the
dissolution or liquidation of ADMT or AAN is instituted; however, if such
appointment, adjudication, petition or proceeding is involuntary and is not
consented to by ADMT or AAN, upon the same not being discharged, stayed or
dismissed within 60 days;
		(h)	if ADMT or AAN defaults under any other mortgage or
security agreement covering any part of its property;
		(i)	except for specific defaults set forth in this Section 9,
if ADMT or AAN defaults in the observance or performance of any other term,
agreement or condition of this Note, and ADMT and AAN fail to remedy such
default within thirty (30) days after notice by the Holder to ADMT and AAN of
such default, or, if such default is of such a nature that it cannot with due
diligence be cured within said thirty (30) day period, if ADMT and AAN fail,
within said thirty (30) days, to commence all steps necessary to cure such
default, and fail to complete such cure within ninety (90) days after the end
of such thirty (30) day period;
		(j)	except for specific defaults set forth in this Section 9,
if ADMT or AAN defaults in the observance or performance of any term,
agreement or condition of the Note, and such default continues after the end
of any applicable cure period provided for therein; and
	(k)	if any of the following exist uncured for forty-five (45)
days following written notice to ADMT or AAN: (i) the failure of any
representation or warranty made by ADMT or AAN to be true and correct in all
respects or (ii) ADMT or AAN fails to provide the Holder with the written
certifications and evidence referred to in this Note.

	10.	 Note Holder Not Deemed a Stockholder.  No Holder, as such, of
this Note shall be entitled (prior to conversion or redemption of this Note
into ADMT Common Stock or AAN Common Stock, and only then to the extent of
such conversion) to vote or receive dividends or be deemed the holder of
shares of ADMT or AAN for any purpose, nor shall anything contained in this
Note be construed to confer upon the Holder hereof, as such, any of the
rights at law of a stockholder of ADMT or AAN prior to the issuance to the
holder of this Note of the shares of Common Stock which the Holder is then
entitled to receive upon the due conversion of all or a portion of this Note.
Notwithstanding the foregoing, ADMT and AAN will provide the Holder with
copies of the same notices and other information given to the stockholders of
ADMT and AAN generally, contemporaneously with the giving thereof to the
stockholders.

11.	Mutilated, Destroyed, Lost or Stolen Notes.  In case this Note
shall become mutilated or defaced, or be destroyed, lost or stolen, ADMT and
AAN shall execute and deliver a new note of like principal amount in exchange
and substitution for the mutilated or defaced Note, or in lieu of and in
substitution for the destroyed, lost or stolen Note.  In the case of a
mutilated or defaced Note, the Holder shall surrender such Note to the
Company.  In the case of any destroyed, lost or stolen Note, the Holder shall
furnish to the Company (a) evidence to its satisfaction of the destruction,
loss or theft of such Note and (b) such security or indemnity as may be
reasonably required by the Company to hold the Company harmless.

12.	Waiver of Demand, Presentment, Etc.  The Company hereby expressly
waives demand and presentment for payment, notice of nonpayment, protest,
notice of protest, notice of dishonor, notice of acceleration or intent to
accelerate, bringing of suit and diligence in taking any action to collect
amounts called for hereunder and shall be directly and primarily liable for
the payment of all sums owing and to be owing hereunder, regardless of and
without any notice, diligence, act or omission as or with respect to the
collection of any amount called for hereunder.

13.	Payment.  Except as otherwise provided for herein, all payments
with respect to this Note shall be made in lawful currency of the United
States of America, at the option of the Holder, (i) at the principal office
of the Holder, located at 237 Avenue, 9th Floor, New York, New York 10017, or
such other place or places as may be reasonably specified by the Holder of
this Note in a written notice to each of ADMT and AAN at least ten (10)
business days before a given payment date, or (ii) by mailing a good check in
the proper amount to the Holder at least two days prior to the due date of
each payment or otherwise transferring funds so as to be received by the
Holder on the due date of each such payment; provided, however, that ADMT and
AAN shall make payment by wire transfer to an account such Holder may specify
in writing to ADMT and AAN at least two days prior to the due date of each
payment.  Payment shall be credited first to the accrued interest then due
and payable and the remainder applied to principal.  The Holder shall keep a
record of each payment of principal and interest with respect thereto.  This
Note is not secured.

14.	Assignment.  The rights and obligations of the Company and the
Holder of this Note shall be binding upon, and inure to the benefit of, the
permitted successors, assigns, heirs, administrators and transferees of the
parties hereto.  Notwithstanding the foregoing, the Holder may not assign,
pledge or otherwise transfer this Note without the prior written consent of
the Company.  Interest and principal are payable only to the registered
Holder of this Note in the Note Register.

15.	Waiver and Amendment.  Any provision of this Note, including,
without limitation, the due date hereof, and the observance of any term
hereof, may be amended, waived or modified (either generally or in a
particular instance and either retroactively or prospectively) only with the
written consent of the Company and the Holder.

16.	Notices.  Any notice, request or other communication required or
permitted hereunder shall be in writing and shall be deemed to have been duly
given if personally delivered or mailed by registered or certified mail,
postage prepaid, or delivered by facsimile transmission, to the Company at
the address or facsimile number set forth herein or to the Holder at its
address or facsimile number set forth in the records of the Company.  Any
party hereto may by notice so given change its address for future notice
hereunder.  Notice shall conclusively be deemed to have been given when
personally delivered or when deposited in the mail in the manner set forth
above and shall be deemed to have been received when delivered or, if notice
is given by facsimile transmission, when delivered with confirmation of
receipt.

17.	Governing Law.  This Note shall be governed by and construed in
accordance with the laws of the State of New York, excluding that body of law
relating to conflicts of laws.

18.	Severability.  If one or more provisions of this Note are held to
be unenforceable under applicable law, such provisions shall be excluded from
this Note, and the balance of this Note shall be interpreted as if such
provisions were so excluded and shall be enforceable in accordance with its
terms.

19.	Headings.  Section headings in this Note are for convenience
only, and shall not be used in the construction of this Note.

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


By:  _________________________
Name:
Title:

AA NORTHVALE MEDICAL ASSOCIATES INC.


By:  _________________________
Name:
Title: