EXHIBIT A
IRREVOCABLE PROXY
KNOW ALL MEN BY THESE PRESENTS that the undersigned does hereby
make, constitute and appoint BRUCE GALLOWAY, its true and lawful attorney, for
it and in its name, place and stead, to act as its proxy in respect of all of
the shares of capital stock of MADEMYWAY.COM, INC., a Delaware corporation
(hereinafter referred to as the "Corporation"), which it now or hereafter may
own or hold, including, without limitation, the right, on its behalf, to
demand the call by any proper officer of the Corporation pursuant to the
provisions of its Certificate of Incorporation or By-Laws and as permitted by
law of a meeting of its shareholders and at any such meeting of shareholders,
annual, general or special, to vote for the transaction of any and all
business that may come before such meeting, or at any adjournment thereof,
including, without limitation, the right to vote for the sale of all or any
part of the assets of the Corporation and/or the liquidation and dissolution
of the Corporation; giving and granting to its said attorney full power and
authority to do and perform each and every act and thing whether necessary or
desirable to be done in and about the premises, as fully as it might or could
do if personally present with full power of substitution, appointment and
revocation, hereby ratifying and confirming all that its said attorney shall
do or cause to be done by virtue hereof.
This Proxy is given to BRUCE GALLOWAY in order to carry out the covenant of
the undersigned contained in a certain Pledge Agreement of even date herewith
between the undersigned and Bruce Galloway, as collateral agent, and this
Proxy shall not be revocable or revoked by the undersigned, shall be binding
upon its successors and assigns until the payment in full of all of the
Obligations (as defined in the Pledge Agreement) and may be exercised only
after an Event of Default has occurred and is continuing under and as
specified in the Notes (as defined in such Pledge Agreement). This Proxy
shall survive more than eleven (11) months.
IN WITNESS WHEREOF, the undersigned has executed and delivered
this Irrevocable Proxy this ____ day of August, 2000.
DATAMETRICS CORPORATION
By:________________________________
Name:
Title:
Schedule 1
Lender
Europa (Fred Knoll)
Philip Sassower (Phoenix Enterprises)
Bruce Galloway and Jacombs Investment, Inc.
Willow Creek
Goren Brother (Alex and James)
NTS Financial Ltd.
