10% Senior Secured Convertible Note Sample Contracts

ENDORSEMENT TO 10% SENIOR SECURED CONVERTIBLE NOTE Precision Optics Corporation, Inc. New York, New York December 15, 2011 (December 21st, 2011)

The 10% Senior Secured Convertible Note dated June 25, 2008 and amended December 11, 2008, June 25, 2010, July 26, 2010, September 15, 2010, October 15, 2010, November 15, 2010, November 30, 2010, December 1, 2010, December 3, 2010 and December 17, 2010, January 10, 2011, January 24, 2011, February 7, 2011, February 25, 2011, March 11, 2011, March 31, 2011, April 15, 2011, April 29, 2011, May 13, 2011, June 3, 2011, June 28, 2011, July 6, 2011, July 20, 2011, July 25, 2011, July 27, 2011, August 31, 2011, September 30, 2011, and October 31, 2011 (the "Note") of Precision Optics Corporation, Inc., a Massachusetts corporation (the "Company"), payable to the order of Arnold Schumsky (the "Holder") in an aggregate principal amount of $50,000 and to which this Endorsement is affixed is hereby amended in the following respects:

ENDORSEMENT TO 10% SENIOR SECURED CONVERTIBLE NOTE Precision Optics Corporation, Inc. New York, New York October 31, 2011 (November 3rd, 2011)

The 10% Senior Secured Convertible Note dated June 25, 2008 and amended December 11, 2008, June 25, 2010, July 26, 2010, September 15, 2010, October 15, 2010, November 15, 2010, November 30, 2010, December 1, 2010, December 3, 2010 and December 17, 2010, January 10, 2011, January 24, 2011, February 7, 2011, February 25, 2011, March 11, 2011, March 31, 2011, April 15, 2011, April 29, 2011, May 13, 2011, June 3, 2011, June 28, 2011, July 6, 2011, July 20, 2011, July 25, 2011, July 27, 2011, August 31, 2011, and September 30, 2011 (the "Note") of Precision Optics Corporation, Inc., a Massachusetts corporation (the "Company"), payable to the order of Arnold Schumsky (the "Holder") in an aggregate principal amount of $50,000 and to which this Endorsement is affixed is hereby amended in the following respects:

ENDORSEMENT TO 10% SENIOR SECURED CONVERTIBLE NOTE Precision Optics Corporation, Inc. New York, New York October 31, 2011 (November 3rd, 2011)

The 10% Senior Secured Convertible Note dated June 25, 2008 and amended December 11, 2008, June 25, 2010, July 26, 2010, September 15, 2010, October 15, 2010, November 15, 2010, November 30, 2010, December 1, 2010, December 3, 2010 and December 17, 2010, January 10, 2011, January 24, 2011, February 7, 2011, February 25, 2011, March 11, 2011, March 31, 2011, April 14, 2011, April 29, 2011, May 13, 2011, June 3, 2011, June 28, 2011, July 6, 2011, July 20, 2011, July 25, 2011, July 27, 2011, August 31, 2011, and September 30, 2011 (the "Note") of Precision Optics Corporation, Inc., a Massachusetts corporation (the "Company"), payable to the order of Special Situations Private Equity Fund, L.P. (the "Holder") in an aggregate principal amount of $275,000 and to which the Endorsement is affixed is hereby amended in the following respects:

ENDORSEMENT TO 10% SENIOR SECURED CONVERTIBLE NOTE Precision Optics Corporation, Inc. New York, New York October 31, 2011 (November 3rd, 2011)

The 10% Senior Secured Convertible Note dated June 25, 2008 and amended December 11, 2008, June 25, 2010, July 26, 2010, September 15, 2010, October 15, 2010, November 15, 2010, November 30, 2010, December 1, 2010, December 3, 2010, and December 17, 2010, January 10, 2011, January 24, 2011, February 7, 2011, February 25, 2011, March 11, 2011, March 31, 2011, April 14, 2011, April 29, 2011, May 13, 2011, June 3, 2011, June 28, 2011, July 6, 2011, July 20, 2011, July 25, 2011, July 27, 2011, August 31, 2011, and September 30, 2011 (the "Note") of Precision Optics Corporation, Inc., a Massachusetts corporation (the "Company"), payable to the order of Special Situations Fund III, QP, L.P. (the "Holder") in an aggregate principal amount of $275,000 and to which the Endorsement is affixed is hereby amended in the following respects:

ENDORSEMENT TO 10% SENIOR SECURED CONVERTIBLE NOTE Precision Optics Corporation, Inc. New York, New York September 30, 2011 (October 4th, 2011)

The 10% Senior Secured Convertible Note dated June 25, 2008 and amended December 11, 2008, June 25, 2010, July 26, 2010, September 15, 2010, October 15, 2010, November 15, 2010, November 30, 2010, December 1, 2010, December 3, 2010 and December 17, 2010, January 10, 2011, January 24, 2011, February 7, 2011, February 25, 2011, March 11, 2011, March 31, 2011, April 15, 2011, April 29, 2011, May 13, 2011, June 3, 2011, June 28, July 6, 2011, July 20, 2011, July 25, 2011, and July 27, 2011, and August 31, 2011 (the Note) of Precision Optics Corporation, Inc., a Massachusetts corporation (the Company), payable to the order of Arnold Schumsky (the Holder) in an aggregate principal amount of $50,000 and to which this Endorsement is affixed is hereby amended in the following respects:

ENDORSEMENT TO 10% SENIOR SECURED CONVERTIBLE NOTE Precision Optics Corporation, Inc. New York, New York September 30, 2011 (October 4th, 2011)

The 10% Senior Secured Convertible Note dated June 25, 2008 and amended December 11, 2008, June 25, 2010, July 26, 2010, September 15, 2010, October 15, 2010, November 15, 2010, November 30, 2010, December 1, 2010, December 3, 2010 and December 17, 2010, January 10, 2011, January 24, 2011, February 7, 2011, February 25, 2011, March 11, 2011, March 31, 2011, April 14, 2011, April 29, 2011, May 13, 2011, June 3, 2011, June 28, 2011, July 6, 2011, July 20, 2011, July 25, 2011, and July 27, 2011, and August 31, 2011 (the Note) of Precision Optics Corporation, Inc., a Massachusetts corporation (the Company), payable to the order of Special Situations Private Equity Fund, L.P. (the Holder) in an aggregate principal amount of $275,000 and to which the Endorsement is affixed is hereby amended in the following respects:

ENDORSEMENT TO 10% SENIOR SECURED CONVERTIBLE NOTE Precision Optics Corporation, Inc. New York, New York September 30, 2011 (October 4th, 2011)

The 10% Senior Secured Convertible Note dated June 25, 2008 and amended December 11, 2008, June 25, 2010, July 26, 2010, September 15, 2010, October 15, 2010, November 15, 2010, November 30, 2010, December 1, 2010, December 3, 2010, and December 17, 2010, January 10, 2011, January 24, 2011, February 7, 2011, February 25, 2011, March 11, 2011, March 31, 2011, April 14, 2011, April 29, 2011, May 13, 2011, June 3, 2011, June 28, 2011, July 6, 2011, July 20, 2011, July 25, 2011, and July 27, 2011, and August 31, 2011 (the Note) of Precision Optics Corporation, Inc., a Massachusetts corporation (the Company), payable to the order of Special Situations Fund III, QP, L.P. (the Holder) in an aggregate principal amount of $275,000 and to which the Endorsement is affixed is hereby amended in the following respects:

ENDORSEMENT TO 10% SENIOR SECURED CONVERTIBLE NOTE Precision Optics Corporation, Inc. New York, New York August 31, 2011 (September 2nd, 2011)

The 10% Senior Secured Convertible Note dated June 25, 2008 and amended December 11, 2008, June 25, 2010, July 26, 2010, September 15, 2010, October 15, 2010, November 15, 2010, November 30, 2010, December 1, 2010, December 3, 2010 and December 17, 2010, January 10, 2011, January 24, 2011, February 7, 2011, February 25, 2011, March 11, 2011, March 31, 2011, April 15, 2011, April 29, 2011, May 13, 2011, June 3, 2011, June 28, 2011, July 6, 2011, July 20, 2011, July 25, 2011 and July 27, 2011 (the Note) of Precision Optics Corporation, Inc., a Massachusetts corporation (the Company), payable to the order of Arnold Schumsky (the Holder) in an aggregate principal amount of $50,000 and to which this Endorsement is affixed is hereby amended in the following respects:

ENDORSEMENT TO 10% SENIOR SECURED CONVERTIBLE NOTE Precision Optics Corporation, Inc. New York, New York August 31, 2011 (September 2nd, 2011)

The 10% Senior Secured Convertible Note dated June 25, 2008 and amended December 11, 2008, June 25, 2010, July 26, 2010, September 15, 2010, October 15, 2010, November 15, 2010, November 30, 2010, December 1, 2010, December 3, 2010, and December 17, 2010, January 10, 2011, January 24, 2011, February 7, 2011, February 25, 2011, March 11, 2011, March 31, 2011, April 14, 2011, April 29, 2011, May 13, 2011, June 3, 2011, June 28, 2011, July 6, 2011, July 20, 2011, July 25, 2011, and July 27, 2011 (the Note) of Precision Optics Corporation, Inc., a Massachusetts corporation (the Company), payable to the order of Special Situations Fund III, QP, L.P. (the Holder) in an aggregate principal amount of $275,000 and to which the Endorsement is affixed is hereby amended in the following respects:

ENDORSEMENT TO 10% SENIOR SECURED CONVERTIBLE NOTE Precision Optics Corporation, Inc. New York, New York August 31, 2011 (September 2nd, 2011)

The 10% Senior Secured Convertible Note dated June 25, 2008 and amended December 11, 2008, June 25, 2010, July 26, 2010, September 15, 2010, October 15, 2010, November 15, 2010, November 30, 2010, December 1, 2010, December 3, 2010 and December 17, 2010, January 10, 2011, January 24, 2011, February 7, 2011, February 25, 2011, March 11, 2011, March 31, 2011, April 14, 2011, April 29, 2011, May 13, 2011, June 3, 2011, June 28, 2011, July 6, 2011, July 20, 2011, July 25, 2011 and July 27, 2011 (the Note) of Precision Optics Corporation, Inc., a Massachusetts corporation (the Company), payable to the order of Special Situations Private Equity Fund, L.P. (the Holder) in an aggregate principal amount of $275,000 and to which the Endorsement is affixed is hereby amended in the following respects:

Endorsement to 10% Senior Secured Convertible Note Precision Optics Corporation, Inc. (August 3rd, 2011)

The 10% Secured Convertible Note dated June 25, 2008 and amended December 11, 2008, June 25, 2010, July 26, 2010, September 15, 2010, October 15, 2010, November 15, 2010, November 30, 2010, December 1, 2010, December 3, 2010, December 17, 2010, January 10, 2011, January 24, 2011, February 7, 2011, February 25, 2011, March 11, 2011, March 31, 2011, April 14, 2011, April 29, 2011, May 13, 2011, June 3, 2011, June 28, 2011, July 20, 2011 and July 25, 2011 (as so amended, the Note) of PRECISION OPTICS CORPORATION, INC., a Massachusetts corporation (the Company) payable to the order of ARNOLD SCHUMSKY (the Purchaser) in an aggregate principal amount of $50,000 and to which this Endorsement is affixed is hereby amended in the following respects:

Endorsement to 10% Senior Secured Convertible Note Precision Optics Corporation, Inc. (August 3rd, 2011)

The 10% Secured Convertible Note dated June 25, 2008 and amended December 11, 2008, June 25, 2010, July 26, 2010, September 15, 2010, October 15, 2010, November 15, 2010, November 30, 2010, December 1, 2010, December 3, 2010, December 17, 2010, January 10, 2011, January 24, 2011, February 7, 2011, February 25, 2011, March 11, 2011, March 31, 2011, April 14, 2011, April 29, 2011, May 13, 2011, June 3, 2011, June 28, 2011, July 20, 2011 and July 25, 2011 (as so amended, the Note) of PRECISION OPTICS CORPORATION, INC., a Massachusetts corporation (the Company) payable to the order of SPECIAL SITUATIONS FUND III QP, L.P. (the Purchaser) in an aggregate principal amount of $275,000 and to which this Endorsement is affixed is hereby amended in the following respects:

Endorsement to 10% Senior Secured Convertible Note Precision Optics Corporation, Inc. (August 3rd, 2011)

The 10% Secured Convertible Note dated June 25, 2008 and amended December 11, 2008, June 25, 2010, July 26, 2010, September 15, 2010, October 15, 2010, November 15, 2010, November 30, 2010, December 1, 2010, December 3, 2010, December 17, 2010, January 10, 2011, January 24, 2011, February 7, 2011, February 25, 2011, March 11, 2011, March 31, 2011, April 14, 2011, April 29, 2011, May 13, 2011, June 3, 2011, June 28, 2011, July 20, 2011 and July 25, 2011 (as so amended, the Note) of PRECISION OPTICS CORPORATION, INC., a Massachusetts corporation (the Company) payable to the order of SPECIAL SITUATIONS PRIVATE EQUITY FUND, L.P. (the Purchaser) in an aggregate principal amount of $275,000 and to which this Endorsement is affixed is hereby amended in the following respects:

ENDORSEMENT TO 10% SENIOR SECURED CONVERTIBLE NOTE Precision Optics Corporation, Inc. New York, New York July 20, 2011 (July 26th, 2011)

The 10% Senior Secured Convertible Note dated June 25, 2008 and amended December 11, 2008, June 25, 2010, July 26, 2010, September 15, 2010, October 15, 2010, November 15, 2010, November 30, 2010, December 1, 2010, December 3, 2010, December 17, 2010, January 10, 2011, January 24, 2011, February 7, 2011, February 25, 2011, March 11, 2011, March 31, 2011, April 14, 2011, April 29, 2011, May 13, 2011, June 3, 2011, June 28, 2011, and July 6, 2011 (the Note) of Precision Optics Corporation, Inc., a Massachusetts corporation (the Company), payable to the order of Special Situations Fund III, QP, L.P. (the Holder) in an aggregate principal amount of $275,000 and to which the Endorsement is affixed is hereby amended in the following respects:

ENDORSEMENT TO 10% SENIOR SECURED CONVERTIBLE NOTE Precision Optics Corporation, Inc. New York, New York July 25, 2011 (July 26th, 2011)

The 10% Senior Secured Convertible Note dated June 25, 2008 and amended December 11, 2008, June 25, 2010, July 26, 2010, September 15, 2010, October 15, 2010, November 15, 2010, November 30, 2010, December 1, 2010, December 3, 2010, December 17, 2010, January 10, 2011, January 24, 2011, February 7, 2011, February 25, 2011, March 11, 2011, March 31, 2011, April 14, 2011, April 29, 2011, May 13, 2011, June 3, 2011, June 28, 2011, July 6, 2011, and July 20, 2011 (the Note) of Precision Optics Corporation, Inc., a Massachusetts corporation (the Company), payable to the order of Special Situations Private Equity Fund, L.P. (the Holder) in an aggregate principal amount of $275,000 and to which the Endorsement is affixed is hereby amended in the following respects:

ENDORSEMENT TO 10% SENIOR SECURED CONVERTIBLE NOTE Precision Optics Corporation, Inc. New York, New York July 20, 2011 (July 26th, 2011)

The 10% Senior Secured Convertible Note dated June 25, 2008 and amended December 11, 2008, June 25, 2010, July 26, 2010, September 15, 2010, October 15, 2010, November 15, 2010, November 30, 2010, December 1, 2010, December 3, 2010, December 17, 2010, January 10, 2011, January 24, 2011, February 7, 2011, February 25, 2011, March 11, 2011, March 31, 2011, April 15, 2011, April 29, 2011, May 13, 2011, June 3, 2011, June 28, 2011 and July 6, 2011 (the Note) of Precision Optics Corporation, Inc., a Massachusetts corporation (the Company), payable to the order of Arnold Schumsky (the Holder) in an aggregate principal amount of $50,000 and to which this Endorsement is affixed is hereby amended in the following respects:

ENDORSEMENT TO 10% SENIOR SECURED CONVERTIBLE NOTE Precision Optics Corporation, Inc. New York, New York July 25, 2011 (July 26th, 2011)

The 10% Senior Secured Convertible Note dated June 25, 2008 and amended December 11, 2008, June 25, 2010, July 26, 2010, September 15, 2010, October 15, 2010, November 15, 2010, November 30, 2010, December 1, 2010, December 3, 2010, December 17, 2010, January 10, 2011, January 24, 2011, February 7, 2011, February 25, 2011, March 11, 2011, March 31, 2011, April 14, 2011, April 29, 2011, May 13, 2011, June 3, 2011, June 28, 2011, July 6, 2011, and July 20, 2011 (the Note) of Precision Optics Corporation, Inc., a Massachusetts corporation (the Company), payable to the order of Special Situations Fund III, QP, L.P. (the Holder) in an aggregate principal amount of $275,000 and to which the Endorsement is affixed is hereby amended in the following respects:

ENDORSEMENT TO 10% SENIOR SECURED CONVERTIBLE NOTE Precision Optics Corporation, Inc. New York, New York July 25, 2011 (July 26th, 2011)

The 10% Senior Secured Convertible Note dated June 25, 2008 and amended December 11, 2008, June 25, 2010, July 26, 2010, September 15, 2010, October 15, 2010, November 15, 2010, November 30, 2010, December 1, 2010, December 3, 2010, December 17, 2010, January 10, 2011, January 24, 2011, February 7, 2011, February 25, 2011, March 11, 2011, March 31, 2011, April 15, 2011, April 29, 2011, May 13, 2011, June 3, 2011, June 28, 2011, July 6, 2011, and July 20, 2011 (the Note) of Precision Optics Corporation, Inc., a Massachusetts corporation (the Company), payable to the order of Arnold Schumsky (the Holder) in an aggregate principal amount of $50,000 and to which this Endorsement is affixed is hereby amended in the following respects:

ENDORSEMENT TO 10% SENIOR SECURED CONVERTIBLE NOTE Precision Optics Corporation, Inc. New York, New York July 20, 2011 (July 26th, 2011)

The 10% Senior Secured Convertible Note dated June 25, 2008 and amended December 11, 2008, June 25, 2010, July 26, 2010, September 15, 2010, October 15, 2010, November 15, 2010, November 30, 2010, December 1, 2010, December 3, 2010, December 17, 2010, January 10, 2011, January 24, 2011, February 7, 2011, February 25, 2011, March 11, 2011, March 31, 2011, April 14, 2011, April 29, 2011, May 13, 2011, June 3, 2011, June 28, 2011, and July 6, 2011 (the Note) of Precision Optics Corporation, Inc., a Massachusetts corporation (the Company), payable to the order of Special Situations Private Equity Fund, L.P. (the Holder) in an aggregate principal amount of $275,000 and to which the Endorsement is affixed is hereby amended in the following respects:

ENDORSEMENT TO 10% SENIOR SECURED CONVERTIBLE NOTE Precision Optics Corporation, Inc. New York, New York July 6, 2011 (July 8th, 2011)

The 10% Senior Secured Convertible Note dated June 25, 2008 and amended December 11, 2008, June 25, 2010, July 26, 2010, September 15, 2010, October 15, 2010, November 15, 2010, November 30, 2010, December 1, 2010, December 3, 2010, and December 17, 2010, January 10, 2011, January 24, 2011, February 7, 2011, February 25, 2011, March 11, 2011, March 31, 2011, April 14, 2011, April 29, 2011, May 13, 2011, June 3, 2011 and June 28, 2011 (the Note) of Precision Optics Corporation, Inc., a Massachusetts corporation (the Company), payable to the order of Special Situations Fund III, QP, L.P. (the Holder) in an aggregate principal amount of $275,000 and to which the Endorsement is affixed is hereby amended in the following respects:

ENDORSEMENT TO 10% SENIOR SECURED CONVERTIBLE NOTE Precision Optics Corporation, Inc. New York, New York July 6, 2011 (July 8th, 2011)

The 10% Senior Secured Convertible Note dated June 25, 2008 and amended December 11, 2008, June 25, 2010, July 26, 2010, September 15, 2010, October 15, 2010, November 15, 2010, November 30, 2010, December 1, 2010, December 3, 2010 and December 17, 2010, January 10, 2011, January 24, 2011, February 7, 2011, February 25, 2011, March 11, 2011, March 31, 2011, April 15, 2011, April 29, 2011, May 13, 2011, June 3, 2011, and June 28 (the Note) of Precision Optics Corporation, Inc., a Massachusetts corporation (the Company), payable to the order of Arnold Schumsky (the Holder) in an aggregate principal amount of $50,000 and to which this Endorsement is affixed is hereby amended in the following respects:

ENDORSEMENT TO 10% SENIOR SECURED CONVERTIBLE NOTE Precision Optics Corporation, Inc. New York, New York July 6, 2011 (July 8th, 2011)

The 10% Senior Secured Convertible Note dated June 25, 2008 and amended December 11, 2008, June 25, 2010 July 26, 2010, September 15, 2010, October 15, 2010, November 15, 2010, November 30, 2010, December 1, 2010, December 3, 2010 and December 17, 2010, January 10, 2011, January 24, 2011, February 7, 2011, February 25, 2011, March 11, 2011, March 31, 2011, April 14, 2011, April 29, 2011, May 13, 2011, June 3, 2011 and June 28, 2011 (the Note) of Precision Optics Corporation, Inc., a Massachusetts corporation (the Company), payable to the order of Special Situations Private Equity Fund, L.P. (the Holder) in an aggregate principal amount of $275,000 and to which the Endorsement is affixed is hereby amended in the following respects:

ENDORSEMENT TO 10% SENIOR SECURED CONVERTIBLE NOTE Precision Optics Corporation, Inc. New York, New York June 28, 2011 (June 30th, 2011)

The 10% Senior Secured Convertible Note dated June 25, 2008 and amended December 11, 2008, June 25, 2010 July 26, 2010, September 15, 2010, October 15, 2010, November 15, 2010, November 30, 2010, December 1, 2010, December 3, 2010 and December 17, 2010, January 10, 2011, January 24, 2011, February 7, 2011, February 25, 2011, March 11, 2011, March 31, 2011, April 14, 2011, April 29, 2011, May 13, 2011 and June 3, 2011 (the Note) of Precision Optics Corporation, Inc., a Massachusetts corporation (the Company), payable to the order of Special Situations Private Equity Fund, L.P. (the Holder) in an aggregate principal amount of $275,000 and to which the Endorsement is affixed is hereby amended in the following respects:

ENDORSEMENT TO 10% SENIOR SECURED CONVERTIBLE NOTE Precision Optics Corporation, Inc. New York, New York June 28, 2011 (June 30th, 2011)

The 10% Senior Secured Convertible Note dated June 25, 2008 and amended December 11, 2008, June 25, 2010, July 26, 2010, September 15, 2010, October 15, 2010, November 15, 2010, November 30, 2010, December 1, 2010, December 3, 2010, and December 17, 2010, January 10, 2011, January 24, 2011, February 7, 2011, February 25, 2011, March 11, 2011, March 31, 2011, April 14, 2011, April 29, 2011, May 13, 2011, and June 3, 2011 (the Note) of Precision Optics Corporation, Inc., a Massachusetts corporation (the Company), payable to the order of Special Situations Fund III, QP, L.P. (the Holder) in an aggregate principal amount of $275,000 and to which the Endorsement is affixed is hereby amended in the following respects:

ENDORSEMENT TO 10% SENIOR SECURED CONVERTIBLE NOTE Precision Optics Corporation, Inc. New York, New York June 28, 2011 (June 30th, 2011)

The 10% Senior Secured Convertible Note dated June 25, 2008 and amended December 11, 2008, June 25, 2010, July 26, 2010, September 15, 2010, October 15, 2010, November 15, 2010, November 30, 2010, December 1, 2010, December 3, 2010 and December 17, 2010, January 10, 2011, January 24, 2011, February 7, 2011, February 25, 2011, March 11, 2011, March 31, 2011, April 15, 2011, April 29, 2011, May 13, 2011, and June 3, 2011 (the Note) of Precision Optics Corporation, Inc., a Massachusetts corporation (the Company), payable to the order of Arnold Schumsky (the Holder) in an aggregate principal amount of $50,000 and to which this Endorsement is affixed is hereby amended in the following respects:

ENDORSEMENT TO 10% SENIOR SECURED CONVERTIBLE NOTE Precision Optics Corporation, Inc. New York, New York June 3, 2011 (June 7th, 2011)

The 10% Senior Secured Convertible Note dated June 25, 2008 and amended December 11, 2008, June 25, 2010, July 26, 2010, September 15, 2010, October 15, 2010, November 15, 2010, November 30, 2010, December 1, 2010 December 3, 2010, December 17, 2010, January 10, 2011, January 24, 2011, February 7, 2011, February 25, 2011, March 11, 2011, April 1, 2011, April 15, 2011, April 29, 2011, and May 13, 2011 (the Note) of Precision Optics Corporation, Inc., a Massachusetts corporation (the Company), payable to the order of Arnold Schumsky (the Holder) in an aggregate principal amount of $50,000 and to which this Endorsement is affixed is hereby amended in the following respects:

ENDORSEMENT TO 10% SENIOR SECURED CONVERTIBLE NOTE Precision Optics Corporation, Inc. New York, New York June 3, 2011 (June 7th, 2011)

The 10% Senior Secured Convertible Note dated June 25, 2008 and amended December 11, 2008, June 25, 2010, July 26, 2010, September 15, 2010, October 15, 2010, November 15, 2010, November 30, 2010, December 1, 2010, December 3, 2010, December 17, 2010, January 10, 2011, January 24, 2011, February 7, 2011, February 25, 2011, March 11, 2011, March 31, 2011, April 15, 2011, April 29, 2011 and May 13, 2011 (the Note) of Precision Optics Corporation, Inc., a Massachusetts corporation (the Company), payable to the order of Special Situations Fund III, QP, L.P. (the Holder) in an aggregate principal amount of $275,000 and to which the Endorsement is affixed is hereby amended in the following respects:

ENDORSEMENT TO 10% SENIOR SECURED CONVERTIBLE NOTE Precision Optics Corporation, Inc. New York, New York June 3, 2011 (June 7th, 2011)

The 10% Senior Secured Convertible Note dated June 25, 2008 and amended December 11, 2008, June 25, 2010 July 26, 2010, September 15, 2010, October 15, 2010, November 15, 2010, November 30, 2010, December 1, 2010, December 3, 2010 and December 17, 2010, January 10, 2011, January 24, 2011, February 7, 2011, February 25, 2011, March 11, 2011, March 31, 2011, April 14, 2011, April 29, 2011, and May 13, 2011 (the Note) of Precision Optics Corporation, Inc., a Massachusetts corporation (the Company), payable to the order of Special Situations Private Equity Fund, L.P. (the Holder) in an aggregate principal amount of $275,000 and to which the Endorsement is affixed is hereby amended in the following respects:

ENDORSEMENT TO 10% SENIOR SECURED CONVERTIBLE NOTE Precision Optics Corporation, Inc. New York, New York April 29, 2011 (May 3rd, 2011)

The 10% Senior Secured Convertible Note dated June 25, 2008 and amended December 11, 2008, June 25, 2010, July 26, 2010, September 15, 2010, October 15, 2010, November 15, 2010, November 30, 2010, December 1, 2010, December 3, 2010, December 17, 2010, January 10, 2011, January 24, 2011, February 7, 2011, February 25, 2011, March 11, 2011, March 31, 2011 and April 15, 2011 (the Note) of Precision Optics Corporation, Inc., a Massachusetts corporation (the Company), payable to the order of Special Situations Fund III, QP, L.P. (the Holder) in an aggregate principal amount of $275,000 and to which the Endorsement is affixed is hereby amended in the following respects:

Precision Optics Corporation, Inc. – ENDORSEMENT TO 10% SENIOR SECURED CONVERTIBLE NOTE Precision Optics Corporation, Inc. New York, New York April 29, 2011 (May 3rd, 2011)

The 10% Senior Secured Convertible Note dated June 25, 2008 and amended December 11, 2008, June 25, 2010, July 26, 2010, September 15, 2010, October 15, 2010, November 15, 2010, November 30, 2010, December 1, 2010, December 3, 2010 and December 17, 2010, January 10, 2011, January 24, 2011, February 7, 2011, February 25, 2011, March 11, 2011, March 31, 2011 and April 14,2011 (the Note) of Precision Optics Corporation, Inc., a Massachusetts corporation (the Company), payable to the order of Special Situations Private Equity Fund, L.P. (the Holder) in an aggregate principal amount of $275,000 and to which the Endorsement is affixed is hereby amended in the following respects:

ENDORSEMENT TO 10% SENIOR SECURED CONVERTIBLE NOTE Precision Optics Corporation, Inc. New York, New York April 29, 2011 (May 3rd, 2011)

The 10% Senior Secured Convertible Note dated June 25, 2008 and amended December 11, 2008, June 25, 2010, July 26, 2010, September 15, 2010, October 15, 2010, November 15, 2010, November 30, 2010, December 1, 2010, December 3, 2010, December 17, 2010, January 10, 2011, January 24, 2011, February 7, 2011, February 25, 2011, March 11, 2011, April 1, 2011 and April 15, 2011 (the Note) of Precision Optics Corporation, Inc., a Massachusetts corporation (the Company), payable to the order of Arnold Schumsky (the Holder) in an aggregate principal amount of $50,000 and to which this Endorsement is affixed is hereby amended in the following respects:

ENDORSEMENT TO 10% SENIOR SECURED CONVERTIBLE NOTE Precision Optics Corporation, Inc. New York, New York April 14, 2011 (April 19th, 2011)

The 10% Senior Secured Convertible Note dated June 25, 2008 and amended December 11, 2008, June 25, 2010 July 26, 2010, September 15, 2010, October 15, 2010, November 15, 2010, November 30, 2010, December 1, 2010, December 3, 2010 and December 17, 2010, January 10, 2011, January 24, 2011, February 7, 2011, February 25, 2011, March 11, 2011 and March 31, 2011 (the Note) of Precision Optics Corporation, Inc., a Massachusetts corporation (the Company), payable to the order of Special Situations Private Equity Fund, L.P. (the Holder) in an aggregate principal amount of $275,000 and to which the Endorsement is affixed is hereby amended in the following respects:

ENDORSEMENT TO 10% SENIOR SECURED CONVERTIBLE NOTE Precision Optics Corporation, Inc. New York, New York April 15, 2011 (April 19th, 2011)

The 10% Senior Secured Convertible Note dated June 25, 2008 and amended December 11, 2008, June 25, 2010, July 26, 2010, September 15, 2010, October 15, 2010, November 15, 2010, November 30, 2010, December 1, 2010 December 3, 2010, December 17, 2010, January 10, 2011, January 24, 2011, February 7, 2011, February 25, 2011, March 11, 2011 and April 1, 2011 (the Note) of Precision Optics Corporation, Inc., a Massachusetts corporation (the Company), payable to the order of Arnold Schumsky (the Holder) in an aggregate principal amount of $50,000 and to which this Endorsement is affixed is hereby amended in the following respects:

ENDORSEMENT TO 10% SENIOR SECURED CONVERTIBLE NOTE Precision Optics Corporation, Inc. New York, New York April 14, 2011 (April 19th, 2011)

The 10% Senior Secured Convertible Note dated June 25, 2008 and amended December 11, 2008, June 25, 2010, July 26, 2010, September 15, 2010, October 15, 2010, November 15, 2010, November 30, 2010, December 1, 2010, December 3, 2010, December 17, 2010, January 10, 2011, January 24, 2011, February 7, 2011, February 25, 2011, March 11, 2011 and March 31, 2011 (the Note) of Precision Optics Corporation, Inc., a Massachusetts corporation (the Company), payable to the order of Special Situations Fund III, QP, L.P. (the Holder) in an aggregate principal amount of $275,000 and to which the Endorsement is affixed is hereby amended in the following respects:

ENDORSEMENT TO 10% SENIOR SECURED CONVERTIBLE NOTE Precision Optics Corporation, Inc. New York, New York April 1, 2011 (April 4th, 2011)

The 10% Senior Secured Convertible Note dated June 25, 2008 and amended December 11, 2008, June 25, 2010, July 26, 2010, September 15, 2010, October 15, 2010, November 15, 2010, November 30, 2010, December 1, 2010 December 3, 2010, December 17, 2010, January 10, 2011, January 24, 2011, February 7, 2011, February 25, 2011and March 11, 2011 (the Note) of Precision Optics Corporation, Inc., a Massachusetts corporation (the Company), payable to the order of Arnold Schumsky (the Holder) in an aggregate principal amount of $50,000 and to which this Endorsement is affixed is hereby amended in the following respects: