<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>3
<FILENAME>lineofcreditnote.txt
<DESCRIPTION>EXHIBIT 10.2 CONSOLIDATED & RESTATED LINE OF CREDIT NOTE
<TEXT>
Exhibit 10.2

                                             For Bank use only:

                                             Received by:     _________________
                                             Approved by:     _________________
                                             Other:           _________________


                                CAPITAL ONE, N.A.
                     successor by merger to North Fork Bank

                                 PROMISSORY NOTE
            (CONSOLIDATED AND RESTATED REVOLVING LINE OF CREDIT NOTE)

BORROWER:        CVD EQUIPMENT CORPORATION, a New York corporation

PRINCIPAL:       Five Million and 00/100 ($5,000,000.00) Dollars

DATE:            April 16, 2008

PROMISE TO PAY: The undersigned (the "Borrower"),  jointly and severally if more
than one signer,  does hereby  promise to pay to the order of Capital One, N.A.,
successor  by merger  to North  Fork Bank (the  "Bank")  at its  offices  at 275
Broadhollow Road, Melville,  New York 11747, or at any of its branches,  the sum
of FIVE MILLION AND 00/100  ($5,000,000.00)  DOLLARS (the "Note"),  or, if less,
the aggregate unpaid principal balance of all Advances (as hereinafter  defined)
plus interest on the outstanding principal balance at a rate equal to either (i)
the Effective LIBOR Rate (as  hereinafter  defined) plus two hundred (200) basis
points (each,  at times,  a "Libor  Advance") or (ii) Capital One,  N.A.'s Prime
Rate (as  hereinafter  defined) minus 25/100 (0.25%)  percent (each, at times, a
"Prime  Advance") on May 1, 2011 (the "LOC Maturity  Date") on which date and at
which time all outstanding  principal,  accrued interest and related charges due
to the Bank shall be due and payable.

RATE (at times, the "Rate"): For purposes of this Note, LIBOR shall be deemed to
mean the London Interbank  Offered Rate.  "Effective LIBOR Rate" shall be deemed
to mean the  LIBOR  rate for the  Interest  Rate  Period,  to be  chosen  by the
Borrower,  published  two days  preceding  the  Borrower's  election to Advance,
provided that in no event shall such period exceed the number of days  remaining
until the LOC Maturity Date. The "Interest Rate Period" shall be deemed to mean,
with respect to each Libor  Advance made to the  Borrower  under this Note,  the
period  of  either  one (1)  month,  two (2)  months  or three  (3)  months  for
establishing the Effective LIBOR Rate.

"Advances"  shall be deemed to mean all  advances  (a Libor  Advance  or a Prime
Advance) made hereunder and pursuant to the Revolving Credit Agreement described
herein,  at the sole  discretion of the Bank, to the  Borrower.  Borrower  shall
request  such  Advances on the form  attached  hereto as Exhibit  "A", and shall
state,  among other  things,  whether same is a Libor Advance or a Prime Advance
and,  if a Libor  Advance,  the  interest  rate  option for the  duration of the
Interest Rate Period applicable thereto; either one (1) month, two (2) months or
three (3) months.  The Borrower shall notify the Bank, at least two (2) business


                                       1
<PAGE>

days prior to the advancement of any funds hereunder of (i) the amount it wishes
to borrow;  and (ii) whether  same is a Prime  Advance or a Libor  Advance;  and
(iii) if same is a Libor  Advance,  the Interest Rate Period it has elected with
respect to such borrowing. An advance at the Bank's Prime Rate shall not require
advance notice.

The Borrower  shall notify the Bank at least two (2) business  days prior to the
expiration  of an  Interest  Rate Period  pertaining  to each  respective  Libor
Advance as to its election of a new Interest  Rate Period for such Advance to be
used to calculate the interest rate to be applied to the outstanding  balance of
the applicable  Libor Advance for the subsequent  Interest Rate Period which may
not extend beyond the LOC Maturity  Date. If the Borrower fails to give the Bank
the notice as specified  above for the renewal of an Interest Rate Period,  such
Interest  Rate Period shall be renewed for the same  Interest Rate Period at the
then effective  rate,  provided such Interest Rate Period does not extend beyond
the LOC Maturity  Date. If such Interest Rate Period would extend beyond the LOC
Maturity  Date,  then such Advance shall be considered a Prime Advance and shall
bear interest from the end of the last full Interest Rate Period through the LOC
Maturity Date at Capital One, N.A.'s Prime Rate (as  hereinafter  defined) minus
25/100 (0.25%) percent.

Prime Rate means the rate of interest  adopted from time to time by Capital One,
N.A., as its official Prime Rate. The Prime Rate may not be tied to any external
rate of  interest or index and does not  necessarily  reflect the lowest rate of
interest  actually  charged  at any  given  time by  Capital  One,  N.A.  to any
particular class or category of customers. Any change in the Prime Rate shall be
effective  immediately  when  adopted by Capital  One,  N.A.  without  notice to
Borrower.

PAYMENT:  Interest at the  applicable  Rate for each  respective  Prime  Advance
hereunder shall be payable  monthly,  in arrears,  on the outstanding  principal
balance  thereof,  from time to time,  on the first day of each month after each
Prime Advance  commencing  and due and payable on May 1, 2008 and  continuing on
the first (1st) day of each and every  month  thereafter  until May 1, 2011,  on
which date and at which  time the entire  unpaid  principal  balance  hereof and
accrued interest shall be due and payable.  For each Libor Advance,  interest at
the applicable Rate shall be payable,  in arrears,  at the end of the applicable
Interest Rate Period.

All interest  payments due  hereunder  shall be made by automatic  debit from an
account  maintained  by the  Borrower  for such purpose at the Bank in which the
Borrower shall maintain balances sufficient to pay each monthly interest payment
due to the Bank.  Each  monthly  payment  of  principal  and  interest  shall be
automatically deducted from Capital One N.A. Account No. [intentionally omitted]
in connection with this Note on the due date thereof (at times, the "due date"),
and the undersigned agrees to maintain sufficient funds in said account to cover
these payments. The undersigned further agrees that should there be insufficient
funds in said  account on the  monthly  payment  due date,  or within  three (3)
business days  thereafter,  an overdraft charge will be incurred and the account
will not be charged  for the  monthly  payment.  However,  if this  occurs,  the
undersigned will remain responsible for the principal and interest payment, plus
any late charges, and the undersigned will be in default under this Note. In the
event that the money  maintained in such account is insufficient for any payment
due under this Note,  the Bank may charge any  account of the  Borrower  for any
payment due to the Bank under this Note.



                                       2
<PAGE>

Payments shall be applied first to interest on unpaid  principal  balance hereof
to the date payment is received by the Bank and then to reduction of  principal.
Interest  shall be  calculated  on a  360-day  year and  actual  number  of days
elapsed.

THIS  NOTE  SHALL  MATURE ON MAY 1,  2011  WITH ALL SUMS OF  PRINCIPAL,  ACCRUED
INTEREST AND RELATED CHARGES DUE AND OWING ON SUCH DATE.

The Borrower may borrow,  repay in whole or in part, and reborrow on a revolving
basis amounts up to, in the aggregate,  Five Million and 00/100  ($5,000,000.00)
Dollars  pursuant  to the  terms  of this  Note  and the  terms  and  conditions
contained in the Modified and Restated  Revolving  Credit  Agreement dated April
16, 2008 between the Borrower and the Bank. However, the Bank reserves the right
to make or decline  any request  for an advance in its sole  discretion  and may
condition the  availability of an advance upon,  among other things,  no default
occurring  hereunder  or  under  any  Loan  Document  and the  maintenance  of a
satisfactory financial condition.  Borrower authorizes the Bank to keep a record
of the amounts and dates of all advances and repayments hereunder,  which record
shall,  in the absence of manifest  error,  be conclusive as to the  outstanding
principal amount due hereunder;  provided,  however,  that the failure to record
any advance or repayment  shall not limit or otherwise  affect the obligation of
Borrower under this Note.

PREPAYMENT: If the Prime Rate interest rate option is selected, this Note may be
prepaid, in multiples of $10,000.00, without penalty. If the LIBOR interest rate
option is  selected,  and  provided  Borrower  has not  canceled its rate option
during the applicable  Interest Rate Period, this Note may be prepaid in part or
in full on the last day of the applicable  interest period for said rate without
penalty.  If,  however,  Borrower  cancels its rate option during any applicable
Interest Rate Period, Borrower shall pay to the Bank its "Lost Interest Income".
For purposes hereof,  "Lost Interest Income" will be deemed to equal the excess,
if any, of (i) the amount of interest  that would have accrued on the  principal
amount of such advance at the effective LIBOR rate, for the period from the date
of such prepayment to the last day of the applicable  interest Rate Period, less
(ii) the amount of interest that would accrue on such advance for the prepayment
period at the interest rate which the Bank would be offered at the  commencement
of the prepayment  period on a deposit of a comparable  amount and period in the
London  Interbank  market. A certificate from the Bank delivered to the Borrower
setting  forth the Lost  Interest  Income  that the Bank is  entitled to receive
relative to any applicable  Libor Advance  hereunder shall be conclusive  absent
manifest  error.  Any  partial  prepayment  will be applied in inverse  order of
maturity and will not defer the payment schedule.

DEFAULT  INTEREST RATE: The unpaid  principal sum due under this Note shall bear
interest at a rate equal to five (5%) percent above the then  applicable Rate of
interest set forth above on and after the occurrence of any Event of Default and
until the entire principal sum hereof has been fully paid, both before and after
the entry of any judgment with respect to such event,  but in no event shall the
applicable  rate either  before or after the  occurrence of any Event of Default
exceed the highest rate of interest, if any, permitted under applicable New York
or Federal Law.

SECURITY: This Note is secured by:



                                       3
<PAGE>

     (1) a  security  interest  in and  assignment  and  pledge  of all  monies,
deposits,  or  other  sums now or  hereafter  held by the  Bank on  deposit,  in
safekeeping,  transit or otherwise,  at any time credited by or due from Bank to
the Borrower, or in which the Borrower shall have an interest; and

     (2) a first  position  security  interest  in all  assets  of the  Borrower
evidenced by a Modified and Restated Revolving Credit Security Agreement of even
date herewith made by the Borrower (as Debtor  therein) in favor of the Bank (as
Secured Party therein)  affecting personal property and assets more particularly
described  therein (the "Revolving  Credit Security  Agreement"),  together with
appertaining UCC-1 financing statement(s); and; and

     (3) a  collateral  Assignment  by  Borrower to the Bank of a portion of the
proceeds of a life insurance  policy issued on the life of Leonard A. Rosenbaum,
President  and CEO of the Borrower,  in the amount of Five Hundred  Thousand and
00/100  ($500,000.00)  Dollars  which  such  policy  was  issued  by Pruco  Life
Insurance  Company of New Jersey (a Stock  Company of the  Prudential  Insurance
Company of America),  under policy no.  [intentionally  deleted]  (contract date
October 14, 2006) and has a face value of Two Million and 00/100 ($2,000,000.00)
Dollars.

"Loan  Documents" or,  individually,  "Loan  Document" as used herein shall mean
this  Modified and  Restated  Revolving  Line of Credit  Note,  the Modified and
Restated  Revolving Credit Agreement by and between the Borrower and the Bank of
even  date  herewith,  the  Modified  and  Restated  Revolving  Credit  Security
Agreement  made by the Borrower in favor of the Bank also of even date herewith,
the pledge agreement mentioned herein, the foregoing documents,  and any and all
other  documents  executed and  delivered in  connection  with this Note and the
Loan.

RIGHT OF OFFSET:  If any payment is not made on time,  or if the entire  balance
becomes due and  payable  and is not paid,  all or part of the amount due may be
offset out of any account or other  property  which the Borrower has at the Bank
or any affiliate of the Bank without prior notice or demand.  This  provision is
in addition to and not in limitation of any right of common law or by statute.

LATE CHARGES:  The Borrower will pay a charge of four (4%) percent of the amount
of any  payment  which is not made  within ten (10) days of its  respective  due
date, or, which cannot be debited from its account due to  insufficient  balance
therein on the due date or within three (3) business days thereafter.

UNUSED LINE FEE: The Borrower agrees to pay to the Bank from the date hereof, on
the first day of each  quarter,  an unused line fee at the annual rate per annum
of 25/100  (0.25%)  percent  computed on the basis of the actual  number of days
elapsed over 360 days on the average daily unused amount of the Principal.

DEFAULT:  The Bank may  declare the entire  unpaid  balance of this Note due and
payable on the  happening of any of the  following  events  (each,  an "Event of
Default" or, collectively, "Events of Default"):



                                       4
<PAGE>

     (1) failure to pay any amount required by this Note within ten (10) days of
its respective due date, or any other  obligation  owed to the Bank by Borrower,
or, if  applicable,  failure  to have  sufficient  funds in its  account(s)  for
payments  due  hereunder  to be  debited  on the due date or  within  three  (3)
business days thereafter;

     (2)  if  the  Borrower  fails  to  pay  when  due  any  other  part  of the
Indebtedness  (as such term is defined in the Modified  and  Restated  Revolving
Credit   Agreement)  or  any  other  amount  payable  in  connection   with  the
Indebtedness  or any part thereof and such failure  continues  for more than ten
(10) days after written notice from the Bank;

     (3) failure to perform or keep or abide by any term,  covenant or condition
contained in this Note, or any other document or instrument given to the Bank in
connection with this or any other loan;

     (4) Borrower shall fail to perform any term,  condition or covenant of this
Note, the Modified and Restated  Revolving  Credit  Agreement,  the Modified and
Restated  Revolving  Credit  Security  Agreement  and any other Loan Document or
Documents  of even date  herewith and executed in  connection  herewith,  or any
bond, note, debenture,  loan agreement,  indenture,  guaranty,  trust agreement,
mortgage or other  instrument or agreement in  connection  with the borrowing of
money or the  obtaining of advances or credit to which it is a party or by which
it is bound,  or by which any of its  properties  or assets may be  affected  (a
"Debt  Instrument"),  or  that,  as a  result  of any such  failure  to  perform
(regardless of the satisfaction of any requirement for the giving of appropriate
notice  thereof  or the lapse of time),  the  indebtedness  included  therein or
secured or covered  thereby may be declared due and payable prior to the date on
which such indebtedness would otherwise become due and payable;

     (5) any event or condition  referred to any Debt Instrument  shall occur or
fail to occur, so that, as a result thereof  (regardless of the  satisfaction of
any  requirement  for the giving of  appropriate  notice thereof or the lapse of
time),  the  Indebtedness  included therein or secured or covered thereby may be
declared  due and  payable  prior to the date on which such  Indebtedness  would
otherwise become due and payable;

     (6) any Indebtedness  included in any Debt Instrument or secured or covered
thereby is not paid when due, after giving effect to any applicable grace period
provided for in the documentation relating to such Indebtedness;

     (7) the  occurrence  of an Event of  Default  as defined in any of the loan
documents,  including,  without limitation,  the Modified and Restated Revolving
Credit  Agreement  or  the  Modified  and  Restated  Revolving  Credit  Security
Agreement;

     (8) an order for relief under the United States  Bankruptcy  Code as now or
hereafter in effect, shall be entered against Borrower; or Borrower shall become
insolvent,  generally  fail  to pay  its  debts  as  they  become  due,  make an
assignment  for the  benefit of  creditors,  file a petition in  bankruptcy,  be
adjudicated  insolvent  or  bankrupt,  petition or apply to any tribunal for the
appointment  of a receiver or any trustee  for it or a  substantial  part of its
assets,  or shall commence any proceeding under any bankruptcy,  reorganization,
arrangement, readjustment of debt, dissolution, or liquidation law or statute of


                                       5
<PAGE>

any  jurisdiction,  whether now or hereafter  in effect;  or if there shall have
been filed any such petition or application,  or any such proceeding  shall have
been commenced against Borrower, which remains undismissed for a period of sixty
(60) days or more; or Borrower by any act or omission shall indicate its consent
to, approval of or acquiescence in any such petition,  application or proceeding
or the  appointment  of a receiver of or any  trustee for it or any  substantial
part  of any of its  properties,  or  shall  suffer  any  such  receivership  or
trusteeship  to continue  undischarged  for a period of forty-five  (45) days or
more;

     (9) any judgment,  Federal,  State or municipal tax lien entered  exceeding
$10,000.00  against  Borrower or any  attachment,  levy or  execution  exceeding
$10,000.00  against  any of their  respective  properties  for any amount  shall
remain unpaid, unstayed on appeal,  undischarged,  unbonded or undismissed for a
period of sixty (60) days or more;

     (10) the Bank shall have determined,  in its reasonable  business judgment,
that one or more conditions  exist or events have occurred which has resulted in
a material adverse change in the business,  properties or financial condition of
Borrower;

     (11) dissolution,  whether  voluntary or involuntary,  of the Borrower or a
change in composition of the Borrower;

     (12) the  happening  of any  event  which,  in the  judgment  of the  Bank,
materially adversely affects: (i) the ability of the Borrower to repay the Note;
or (ii) the aggregate value of the collateral used to secure this Note;

     (13) the  occurrence of an Event of Default under the Modified and Restated
Revolving  Credit  Agreement,  or any other document or instrument  given to the
Bank in connection with this Note or any other loan;

     (14) for any reason any Loan Document ceases to be in full force and effect
or any lien or any  collateral  purported  to be  created  by any Loan  Document
ceases to be or is not a valid and  perfected  lien to the  extent  and with the
priority   contemplated  thereby  or  thereby,  and  no  substitute   collateral
acceptable to the Bank, in its sole and  exclusive  discretion,  is put in place
within thirty (30) days;

     (15)  formal  charges  under  Federal  or State law shall be filed  against
Borrower for which forfeiture is a potential penalty;

     (16) failure to provide any financial  information  on request or permit an
examination of books and records;

     (17) failure to pay any amount on this or any other  obligation owed to the
Bank by Borrower or any other related entity;

     (18) failure of the Borrower to utilize the Bank as its/their  primary bank
and to maintain relevant accounts at the Bank during the term hereof;

     (19) default by Borrower under any other guaranty or loan document or other
agreement made in favor of, or with, the Bank.





                                       6
<PAGE>

Notwithstanding the foregoing, the balance of this Note shall become immediately
due and payable upon the occurrence of any of the events set forth in (8) above,
and, if this is a demand note, the Bank may declare the balance of this Note due
at any time.

ATTORNEY'S  FEES:  In the  event  the  Bank  retains  counsel  with  respect  to
enforcement of this Note or any other document or instrument  given to the Bank,
the Borrower agrees to pay the Bank's reasonable  attorneys' fees and associated
costs and  disbursements  (whether or not an action is commenced  and whether or
not in the court of original jurisdiction, appellate court, bankruptcy court, or
otherwise).

SUBSEQUENT  AGREEMENTS:  The Borrower shall be bound by any agreement  extending
the  time or  modifying  the  above  terms of  payment  made by the Bank and any
owner(s) of the property  covered by the mortgages  referred to herein,  without
notice to the Borrower,  and the Borrower shall continue to be liable to pay all
amounts due hereunder,  but at an interest rate not exceeding the rate set forth
herein,   according  to  the  terms  of  any  such  agreement  of  extension  or
modification.

MISCELLANEOUS:  Delay or failure of the Bank to exercise any of its rights under
this Note shall not be deemed a waiver thereof, nor shall it bar the exercise of
any such right at a later date.  Each and every right and remedy  granted to the
Bank hereunder,  or under the Modified and Restated  Revolving Credit Agreement,
the  Modified  and  Restated  Revolving  Credit  Security  Agreement,  any other
security  agreement  made in  favor  of The Bank in  connection  herewith  or in
connection with any guaranty hereof, or under any agreement between Borrower and
the Bank or available at law or in equity shall be cumulative  and not exclusive
of any other rights, powers, privileges or remedies, and may be exercised by the
Bank from time to time and as often as may be necessary in the sole and absolute
discretion  of the Bank.  No waiver of any  condition  or  requirement  shall be
binding  unless in writing and no such written  waiver shall operate as a waiver
of any other or  subsequent  condition  or  requirement.  No change,  amendment,
modification,  termination,  waiver,  or discharge,  in whole or in part, of any
provision  of this Note shall be  effective  unless in writing and signed by the
Bank,  and if so given by the  Bank,  shall be  effective  only in the  specific
instance  in which  given.  The  Borrower  acknowledges  that  this Note and the
Borrower's  obligations  under this Note are, and shall at all times continue to
be, absolute and unconditional in all respects,  and shall at all times be valid
and enforceable  irrespective of any other  agreements or  circumstances  of any
nature  whatsoever  which might otherwise  constitute a defense to this Note and
the obligations of the Borrower under this Note. The Bank or any other holder of
this Note does not have to present it before requiring payment.

THE BORROWER HEREBY  IRREVOCABLY  SUBMITS TO THE JURISDICTION OF ANY STATE COURT
IN THE STATE OF NEW YORK OR THE  UNITED  STATES  DISTRICT  COURT  SITTING IN THE
EASTERN  DISTRICT OF NEW YORK,  SAID VENUE BEING CHOSEN IN THE SOLE AND ABSOLUTE
DISCRETION OF THE BANK IN ANY ACTION,  SUIT OR PROCEEDING BROUGHT AGAINST IT AND
RELATED  TO OR  IN  CONNECTION  WITH  THIS  NOTE  OR  ANY  OF  THE  TRANSACTIONS
CONTEMPLATED  HEREBY AND CONSENTS TO THE PLACING OF VENUE IN SUFFOLK COUNTY, NEW
YORK,  OR THE U.S.  DISTRICT  COURT AS  AFORESAID.  TO THE EXTENT  PERMITTED  BY
APPLICABLE  LAW, THE BORROWER  HEREBY  WAIVES AND AGREES NOT TO ASSERT BY WAY OF



                                       7
<PAGE>

MOTION,  AS A DEFENSE OR OTHERWISE,  IN ANY SUCH SUIT,  ACTION OR PROCEEDING ANY
CLAIM THAT IT IS NOT PERSONALLY SUBJECT TO THE JURISDICTION OF SUCH COURTS, THAT
THE SUIT,  ACTION OR PROCEEDING IS BROUGHT IN AN  INCONVENIENT  FORUM,  THAT THE
VENUE OF THE SUIT,  ACTION OR PROCEEDING  IS IMPROPER,  OR THAT THIS NOTE OR ANY
OTHER  DOCUMENT OR  INSTRUMENT  REFERRED TO HEREIN MAY NOT BE LITIGATED IN OR BY
SUCH COURTS.  THE BORROWER AGREES THAT SERVICE OF PROCESS MAY BE MADE UPON IT BY
CERTIFIED  OR  REGISTERED  MAIL TO ITS  ADDRESS  SET FORTH  BELOW OR SUCH  OTHER
ADDRESS THAT THE BORROWER  SHALL HAVE NOTIFIED THE BANK IN WRITING OR ANY METHOD
AUTHORIZED  BY THE LAWS OF THE STATE OF NEW YORK.  EXCEPT AS  PROHIBITED BY LAW,
THE BORROWER  HEREBY  WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT
OF ANY LITIGATION  DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION
WITH THIS NOTE AND FURTHER  WAIVE  OFFSET AND  COUNTERCLAIM  WITH RESPECT TO ANY
ACTION ARISING OUT OF THIS NOTE.

This Note may not be modified or terminated orally.  This Note shall be governed
by the laws of the  State of New York  without  regard to its  conflict  of laws
rules. The undersigned irrevocably consents to the jurisdiction and venue of any
appropriate  Court chosen by The Bank in any action  concerning  this Note.  The
Bank may accept  partial  payments  marked "in full" without  waiving any of its
rights  hereunder.  Any payments made after  maturity or  acceleration  will not
reinstate the Note.

All signatories to this Note waive presentment for payment,  notice of dishonor,
protest,  notice of  protest  of this  Note or other  notice of any kind and all
demands whatsoever.

No  failure to  accelerate  the debt  evidenced  hereby by reason of an Event of
Default hereunder,  acceptance of a past due installment,  or indulgence granted
from  time-to-time  shall  be  construed  (a) as a  novation  of this  Note or a
reinstatement of the indebtedness  evidenced hereby or as a waiver of such right
of  acceleration  or the  right of The Bank  thereafter  to insist  upon  strict
compliance  with the terms of this Note,  or (b) to prevent the exercise of such
right of acceleration or any other right granted hereunder or by applicable law;
and Borrower hereby  expressly  waives the benefit of any statute or rule of law
or equity now provided,  which may hereafter be provided,  which would produce a
result  contrary to or in conflict with the foregoing.  No extension of the time
for the payment of this Note or any installment due hereunder, made by agreement
with any person now or  hereafter  liable  for the  payment of this Note,  shall
operate to release,  discharge,  modify, change or affect the original liability
of Borrower under this Note,  either in whole or in part, unless The Bank agrees
otherwise  in  writing.  No  provision  of this  Note  may be  changed,  waived,
discharged, or terminated except by an instrument in writing signed by the party
against whom  enforcement of the waiver,  change,  modification  or discharge is
sought.  The Bank may,  without  the consent of  Borrower  release or  discharge
Borrower,   accommodation  party,  or  surety  or  release,   surrender,  waive,
substitute,  compromise, or discharge any security herefor without affecting the
liability of the Borrower  hereunder.  The Bank may proceed against any security
herefor without notice.

The Borrower expressly warrants and represents that no statements, agreements or
representations,  whether oral or written, have been made by the Bank, or by any


                                       8
<PAGE>

employee,  agent or broker of the Bank with  respect to the  obligation  or debt
evidenced by this Note. The Borrower further  expressly  warrants and represents
that (a) no oral  commitment has been made by the Bank to extend or continue any
credit to the Borrower or any party other than as expressly  stated herein or in
those certain documents executed in connection  herewith,  (b) no representation
or agreement has been made by or with the Bank, or any employee, agent or broker
of the Bank,  to  forebear  or refrain in any way from  exercising  any right or
remedy in its favor  hereunder or otherwise  unless  expressly set forth herein,
and (c) the  Borrower has not and will not rely on any  commitment  to extend or
continue any credit, nor on any agreement to forebear or refrain from exercising
rights or remedies  unless such  commitment or agreement shall be in writing and
duly executed by an authorized officer of the Bank.

In the event any one or more of the provisions  contained in this Note should be
invalid,  illegal or  unenforceable in any respect,  the validity,  legality and
enforceability of the remaining provisions contained herein shall not in any way
be affected or impaired thereby.

This Note shall bind the respective successors,  heirs or representatives of the
Borrower.  This Note shall not be  assigned by the  Borrower  without the Bank's
prior  written  consent.  The Bank,  however,  may assign  its rights  hereunder
without any notice to, or consent from,  the  Borrower.  The term "Bank" as used
herein shall be deemed to include the Bank and its  successors  and/or  assigns,
and any holder hereof.

OTHER PROVISIONS:

In accordance with Article 9 of the Uniform  Commercial Code and Revised Article
9 thereof,  the Borrower  hereby  authorizes the Bank to sign and file financing
statements  at any  time  with  respect  to any  security  herefor  without  the
signature of the  Borrower.  The Borrower  agrees to pay all filing fees and all
other costs and expenses incident to the filing of such statements.

The Revolving Line of Credit  evidenced by this Note and by the Revolving Credit
Agreement may be cancelled by the Borrower at any time provided Borrower pays to
the Bank all sums due and  owing  on this  Note and  subject  to the  prepayment
provisions heretofore set forth herein.

Section  headings used herein are for  convenience of reference only and are not
to affect the  construction  of or be taken into  consideration  in interpreting
this Note.

This  Note  is a  Consolidated  and  Restated  Line  of  Credit  Note  meant  to
consolidate and restate the debts under the following notes, to wit: (a) Line of
Credit Note dated June 1, 2007 made by CVD EQUIPMENT  CORPORATION  to North Fork
Bank in the principal sum of Two Million and 00/100 ($2,000,000.00)  Dollars and
interest  thereon;  and (b)  Revolving  Line of Credit Note dated April 16, 2008
made by CVD EQUIPMENT  CORPORATION to Capital One, N.A.,  successor by merger to
North Fork Bank in the principal sum of Three Million and 00/100 ($3,000,000.00)
DOLLARS and interest  thereon,  which such notes  heretofore  designated (a) and
(b), are currently owned and held by the Bank.



                                       9
<PAGE>


     IN WITNESS  WHEREOF,  the  undersigned  has signed this Note this April 16,
2008.


                                       CVD EQUIPMENT CORPORATION,
                                       a New York corporation


                              By:
                                       ---------------------------------------
                                       LEONARD A. ROSENBAUM,
                                       President and CEO


                              By:
                                       ---------------------------------------
                                       GLEN CHARLES,
                                       Secretary and Chief Financial Officer


Borrower's Address:

         1860 Smithtown Avenue
         Ronkonkoma, New York 11779



                                       10
<PAGE>


State of New York )
                  ) : ss.:
County of Suffolk )


     On April 16, 2008, before me, the undersigned,  personally appeared LEONARD
A.  ROSENBAUM,  personally  known  to  me  or  proved  to me  on  the  basis  of
satisfactory  evidence  to be the  individual  whose name is  subscribed  to the
within instrument and acknowledged to me that she executed same in her capacity,
and that by her signature in the instrument,  the individual, or the person upon
behalf of which the individual acted, executed the instrument.


                                    -----------------------------
                                    Notary Public


State of New York )
                  ) : ss.:
County of Suffolk )


     On April 16, 2008,  before me, the  undersigned,  personally  appeared GLEN
CHARLES,  personally  known to me or proved  to me on the basis of  satisfactory
evidence to be the individual whose name is subscribed to the within  instrument
and  acknowledged to me that she executed same in her capacity,  and that by her
signature in the instrument,  the individual, or the person upon behalf of which
the individual acted, executed the instrument.


                                    -----------------------------
                                    Notary Public



                                       11
<PAGE>


                              REQUEST FOR ADVANCE

To:          Capital One, N.A., successor by merger to North Fork Bank
             275 Broadhollow Road
             Melville, New York 11747
             Attn:    Steven Ratner, SVP or Gerard Waters, VP

Request for advance  pursuant to  Consolidated  and Restated  Revolving  Line of
Credit Note ("Note") made by CVD EQUIPMENT  CORPORATION  ("Borrower") to Capital
One,  N.A.,  successor by merger to North Fork Bank (the "Bank") dated April 16,
2008 in the principal sum of $5,000,000.00.

Pursuant to the Note, the Borrower  hereby  requests the Bank make an advance in
the  amount  of  __________________________  ($  )  Dollars  on  ______________,
crediting Account No. , which amount shall be absolutely due and owing under the
terms of the Note.

Interest Rate Option:
         [ ] Prime less 0/25% or  [ ] LIBOR

If   LIBOR, the duration of the Interest Rate Period  applicable to this advance
     shall  be: [ ] one  month.....or.....[  ] two  months.....or.....[  ] three
     months

If this is a renewal:
--------------------
 The renewal date is   -----------------------------------.
 The amount of the Loan to be renewed is -----------------($----------------).

 The duration of the Interest Period applicable to this renewal is:

         [ ] one month.....or.....[ ] two months.....or.....[ ] three months

                  OR

Convert $---------------------  loan to Prime less 0.25%.


In  connection  with this request for advance or renewal,  the  Borrower  hereby
certifies to the Bank that:
1)   The representations  and warranties  contained in the Note and the Modified
     and Restated  Revolving  Credit  Agreement dated April 16, 2008 between the
     Borrower  and The  Bank  ("RCLA")  are true and  accurate  in all  material
     respects  on and as of the date  hereof  as  though  made on and as of such
     date;
2)   No Default or Event of  Default  as  defined  in the Note  and/or  RCLA has
     occurred and is continuing, or would result from such advance; and
3)   The Note and the RCLA,  inclusive of the amount of the requested advance or
     renewal,   are  valid  and  binding  obligations  of  the  Borrower,   each
     enforceable in accordance with its respective terms.

Dated: __________________

                                By:
                                   --------------------------------------------
                                   LEONARD A. ROSENBAUM,
                                   President and CEO



                                       12
</TEXT>
</DOCUMENT>
