EXHIBIT B
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 Stock 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 Stock 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 Stock 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 July, 2000.
DATAMETRICS CORPORATION
By: /s/ Daniel P. Ginns
Name: Daniel P. Ginns
Title: CEO
Document #: 11970
