8-K

                               UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549
                    ______________________________________

                                    FORM 8-K

                                 CURRENT REPORT

                     Pursuant to Section 13 or 15(d) of The
                         Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  February 24, 2010

                              DATARAM CORPORATION
___________________________________________________________________________
            (Exact name of registrant as specified in charter)

        New Jersey                 1-8266                       22-18314-09
___________________________________________________________________________
State or other jurisdiction        (Commission                (IRS Employer
of incorporation                   File Number)         Identification No.)

     Route 571, P. O. Box 7258, Princeton, NJ                   08543-7528
___________________________________________________________________________
     (Address of principal executive offices)                   (Zip Code)

Registrant's telephone number, including area code:   (609) 799-0071
___________________________________________________________________________
       (Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of
the following provisions:

[ ] Written communications pursuant to Rule 425 under the Securities Act
    (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
    (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
    Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
    Exchange Act (17 CFR 240.13e-4(c))











Section 1 - Registrant's Business and Operations

Item 1.01   Entry into a Material Definitive Agreement.

     On February 24, 2010, the Company entered into a Note and Security
Agreement (the "Agreement") with David Sheerr.  Mr Sheerr is an executive
officer, General Manager of the Micro Memory Business Unit, of the Company.
Under the Agreement, the Company borrowed the principal sum of
$1,000,000.00 for a period of six months, which the Company can extend for
an additional three months without penalty.  The loan bears interest at the
rate of 5.25%.  Interest is payable monthly, and the entire principal
amount is payable in the event of Mr. Sheerr's termination of employment by
the Company.  The loan is secured by a security interest in all machinery,
equipment and inventory of Dataram at its Montgomeryville, PA location.
The Company is using the loan proceeds to aid in funding its research and
development activities with respect to new and/or improved products.  At
the present time, the Company is pursuing other non-dilutive financing
arrangements.

Section 9 - Financial Statements and Exhibits.

Item 9.01.  Exhibits.

     Exhibit 10 - Note and Security Agreement dated February 24, 2010, by
and among Dataram Corporation and Mr. David Sheerr.


                                 SIGNATURE

     Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.


                                      DATARAM CORPORATION

                                 By:  MARK MADDOCKS


Date:     March 1, 2010           /s/ Mark Maddocks
                                     _____________________________________
                                     Mark Maddocks, Vice President-Finance
                                     and Chief Financial Officer

EX-10

                                                               EXECUTION COPY

                           NOTE AND SECURITY AGREEMENT

     NOTE AND SECURITY AGREEMENT, dated as of February 24, 2010, by and
among David Sheerr, whose principal address is 130 Corporate Drive,
Montgomeryville, PA 18936 ("Sheerr") and Dataram Corporation ("Dataram"),
whose principal address is Route 571, P.O. Box 7528, Princeton, NJ  08543-
7528.

     WHEREAS, Dataram wishes to borrow from Sheerr, and Sheerr wishes to
lend to Dataram, the sum of $1,000,000.00 (the "Loan") upon the terms and
conditions set forth herein; and

     WHEREAS, in order to induce Sheerr to extend such accommodations,
Dataram is willing to grant to Sheerr a first priority security interest in
the Collateral (as defined herein);

     NOW, THEREFORE, in consideration of the premises and for good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereby agree as follows:

     1.     Loan.  Dataram hereby acknowledges receipt of the sum of
            $1,000,000.00 and agrees to pay to the order of Sheerr, in
            the manner hereinafter specified, the sum of $1,000,000.00 with
            interest from the date hereof at the fixed rate of 5.25% per
            annum, calculated on the basis of a 360 day year, on the balance
            from time to time remaining unpaid.  Accrued interest shall be
            payable monthly on the 15th day of each month, or the next
            business day if such date falls on a Saturday, Sunday or holiday
            for banks located in New Jersey.  Principal and accrued interest
            shall be payable six months from the date of this Agreement,
            which date of repayment may be extended at the discretion of
            Dataram for a period not to exceed three months; provided,
            however, that the principal and all accrued interest shall
            become immediately due and payable, in full, upon Sheerr's
            termination of employment by Dataram or his assignment to an
            office of Dataram other than 130 Corporate Drive,
            Montgomeryville, PA. 18936.  Dataram may prepay any or all sums
            due under this Agreement at any time without penalty.  All
            payments shall be made to Sheerr at the address listed above or
            at such other address or wire instructions as Sheerr shall
            designate in writing.

     2.     Grant of Security Interest.  In order to secure the obligations
            of Dataram to repay the Loan, interest thereon, and any other
            sums payable by Dataram to Sheerr (the "Payment Obligations"),
            Dataram hereby assigns, grants and pledges to Sheerr a
            continuing first priority security interest in all machinery,
            equipment and inventory of Dataram now or hereafter existing at
            its 130 Corporate Drive, Montgomeryville, PA 18936 location,
            together will all additions and accessions thereto and
            substitutions therefor (collectively, the "Collateral").
            Dataram will not, without the prior written consent of Sheerr,
            other than in the ordinary course of business (i) sell, assign
            or transfer (by operation of law or otherwise) any Collateral or
            (ii) move any Collateral.

     3.     Preservation and Protection of Security Interest.  Dataram
            represents and warrants that it has, and covenants and agrees
            that at all times during the term of this Agreement, it will
            have, good and marketable title to the Collateral from time to
            time owned or acquired by it free and clear of all mortgages,
            pledges, liens, security interests, charges or other
            encumbrances, except those in favor of Sheerr, and shall defend
            the Collateral against the claims and demands of all persons,
            firms and entities whomsoever.  Dataram covenants and agrees
            that it shall not, without the prior written consent of Sheerr
            (i) borrow against the Collateral or any portion of the
            Collateral from any other person, firm or entity, (ii) grant or
            create or permit to attach or exist any mortgage, pledge, lien,
            charge or other encumbrance, or security interest on, of or in
            any of the collateral or any portion of the Collateral except
            those in favor of Sheerr, (iii) permit any levy or attachment to
            be made against the Collateral or any portion of the Collateral
            or (iv) permit any financing statements to be on file with
            respect to any of the Collateral, except financing statements in
            favor of Sheerr.  Dataram shall faithfully preserve and protect
            Sheerr's security interest in the Collateral and shall at its
            own cost and expense, cause that security interest to be
            perfected and continue to be perfected so long as the Loan or
            any portion of the Loan is outstanding, unpaid or executory.
            For purposes of the perfection of Sheerr's security interest in
            the Collateral in accordance with the requirements of this
            Agreement, Dataram shall from time to time at the request of
            Sheerr file or record, or cause to be filed or recorded, such
            instruments, documents and notices, including assignments,
            financing statements and continuation statements (including,
            without limitation, financing statements filed in the State of
            New Jersey, as Sheerr may deem necessary or advisable from time
            to time in order to perfect and continue perfected such security
            interest.  Dataram shall do all such other acts and things and
            shall execute and deliver all such other instruments and
            documents, including further security agreements, pledges,
            endorsements, assignments and notices, as Sheerr in its
            reasonable discretion, may deem necessary or advisable from time
            to time in order to perfect and preserve the priority of such
            security interest as a first lien security interest in the
            Collateral prior to the rights of all third persons, firms and
            entities, except as may be otherwise provided in this Agreement.
            Dataram irrevocably appoints Sheerr (and any of Sheerr's
            designated agents) as the attorney-in-fact of Dataram to do all
            acts and things which may reasonably deem necessary or advisable
            from time to time to preserve, perfect and continue perfected
            Sheerr's security interest in the Collateral in accordance with
            the requirements of this Agreement, including, but not limited
            to, signing any financing statements or amendments to financing
            statements evidencing Sheerr's security interest in the
            Collateral for and on behalf of Dataram.  Dataram agrees that a
            carbon, photographic or other reproduction of this Agreement or
            a financing statement is sufficient as a financing statement and
            may be filed instead of the original.

     4.     Default.  If any of the sums of principal or interest mentioned
            herein are not promptly paid when due, or if each and every
            agreement, stipulation, condition and covenant of this Agreement
            are not fully performed, complied with or abided by, or if
            Dataram shall file or have a petition filed against it under any
            applicable bankruptcy or insolvency laws or makes an assignment
            for the benefit of creditors or otherwise admits in writing a
            failure to pay debts as they fall due (an "Event of Default"),
            then any Payment Obligations shall at the option of the holder
            hereof become at once due and collectible without notice, time
            being of the essence.  Failure to exercise this option shall not
            constitute a waiver of the right to exercise the same in the
            event of any subsequent default.  Dataram hereby waives
            presentment, protest, notice of protest and notice of dishonor
            and agrees to pay all costs, including reasonable attorneys'
            fees, whether suit be brought or not, if, after the date any
            payment is due hereunder or a default has occurred hereunder,
            counsel shall be employed to collect any Payment Obligations or
            to protect the security of the Collateral.

     5.     Rights and Remedies of a Secured Party.  (a) In addition to all
            rights and remedies given to Sheerr by this Agreement, Sheerr
            shall have all the rights and remedies of a secured party under
            the Uniform Commercial Code of the State of New Jersey.

            (b) Sheerr shall have such other rights and remedies which Sheerr
            may have at law or in equity or under this Agreement, including
            without limitation, but only after 10 days' written notice to
            Dataram, the right to enter any premises where the Collateral
            is located and take possession and control thereof without
            demand or notice and without prior judicial hearing or legal
            proceedings, which Dataram expressly waives. Thereafter, Sheerr
            may immediately sell any or all Collateral at private sale at
            any time or place in one or more sales, at such price or prices
            and upon such terms, either for cash or on credit, as Sheerr, in
            his sole discretion exercised in good faith, may elect, or sell
            any or all Collateral at public auction, either for cash or on
            credit, as Sheerr, in his sole discretion exercised in good
            faith, may elect, and at any such sale, Sheerr may bid for and
            become the purchaser of any or all such Collateral.  Sheerr
            shall apply the proceeds of any sale or liquidation of the
            Collateral, first to the payment of the reasonable costs and
            expenses incurred by Sheerr in connection with such sale or
            collection, including without limitation reasonable attorneys'
            fees and legal expenses, second to the payment of the Payment
            Obligations, whether on account of principal or interest or
            otherwise as Sheerr in his sole discretion may elect, and then
            to pay the balance, if any, to Dataram or as otherwise required
            by law.  If such proceeds are insufficient to pay the amounts
            required by this Agreement, Dataram shall be liable for any
            deficiency. The right of Sheerr under this paragraph to take
            possession of and sell the Collateral is of the essence of this
            Agreement and Sheerr may, at his election, enforce such right by
            an action in equity for injunctive relief or specific
            performance.

     6.     Continuing Obligations; Remedies, etc., Cumulative.  This
            Agreement shall create a continuing security interest in the
            collateral, and all covenants and agreements of Dataram shall
            survive until payment in full of all Payment Obligations.  This
            Agreement shall be binding upon Dataram and its respective
            successors and assigns and shall inure to the benefit of Sheerr
            and his respective heirs and assigns.  Each right, power and
            remedy of Sheerr provided for in this Agreement, now or
            hereafter existing at law or in equity or by statute, shall be
            cumulative, and may be exercised cumulatively or concurrently
            and are not exclusive of any rights or remedies provided by law.

     7.     Severability.  Any provision of this Agreement which is
            prohibited or unenforceable in any jurisdiction shall, as to
            such jurisdiction, be ineffective to the extent of such
            prohibition or unenforceability without invalidating the
            remaining provisions hereof, and any such prohibition or
            unenforceability in any jurisdiction shall not invalidate or
            render unenforceable such provision in any other jurisdiction.

     8.     Governing Law; Terms.  this Agreement shall be governed by, and
            construed in accordance with, the laws of the State of New
            Jersey without regard to principles of conflict of laws, except
            as required by mandatory provisions of law and except to the
            extent that the validity or perfection of the security interest
            hereunder, or remedies hereunder, in respect of the Collateral
            are governed by the laws of a jurisdiction other than the State
            of New Jersey.

     9.     Judicial Proceedings; Jury Trial Waiver.  Any judicial proceeding
            brought with respect to this Agreement may be brought in any
            court of competent jurisdiction in Mercer County, the State of
            New Jersey or in Montgomery County, Commonwealth of
            Pennsylvania, and each party hereto hereby waives any objection
            that they may have to the laying of venue in any such court or
            that any such court is an inconvenient forum or does not have
            personal jurisdiction over them.  Each party hereto agrees that
            service of process may be made upon it by mailing a copy of said
            process to such party, by certified or registered mail, return
            receipt requested, at its address set forth herein.  EACH PARTY
            HERETO HEREBY WAIVES TRIAL BY JURY IN ANY JUDICIAL PROCEEDING TO
            WHICH THEY ARE PARTIES INVOLVING, DIRECTLY OR INDIRECTLY, ANY
            MATTER (WHETHER SOUNDING IN TORT, CONTRACT OR OTHERWISE) IN ANY
            WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH THIS
            AGREEMENT, THE RELATIONSHIP ESTABLISHED HEREUNDER OR ANY
            DOCUMENT OR INSTRUMENT EXECUTED AND DELIVERED IN CONNECTION
            HEREWITH. No failure or delay on the part of Sheerr in
            exercising any right, remedy, power or privilege under this
            Agreement shall operate as a waiver thereof or of any other
            right, remedy, power or privilege of Sheerr hereunder; nor shall
            any single or partial exercise of any such right, remedy, power
            or privilege preclude any other right, remedy, power or
            privilege or further exercise thereof or the exercise of any
            other right, remedy, power or privilege.

     10.    Further Assurances.  Each party hereto agrees to (i) execute
            and deliver, or to cause to be executed and delivered, all such
            other and further agreements, documents and instruments
            (including, but not limited to, any UCC financing statements,
            amendments or continuations thereto or terminations thereof) and
            (ii) take or cause to be taken all such actions as the other
            party may reasonably request to effectuate the intent and
            purposes, and to carry out the terms, of this Agreement.

     IN WITNESS WHEREOF, the undersigned have executed this Agreement as of
the date first above written.


                                            /s/ David Sheerr
                                         ____________________________________
                                            David Sheerr


                                        DATARAM CORPORATION


                                        By: /s/ Mark Maddocks
                                        _____________________________________
                                           Name: Mark Maddocks
                                           Title: Vice-President, Finance





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