Exhibit 4.3

                          OVATION PRODUCTS CORPORATION

                                 PROMISSORY NOTE

$472,383                     BOSTON, MASSACHUSETTS                 JUNE 30, 2004

      FOR VALUE RECEIVED,  the undersigned (the "Maker"), a Delaware corporation
having its offices at 6 Southgate Drive,  Nashua, New Hampshire,  03062 promises
to pay to the order of WMS Family I LLC, a Delaware  limited  liability  company
with principal offices at 285 Commandant's Way, Chelsea, Massachusetts 02150, as
successor  to  Wilfred  M.  Sherman,   dba  WMS  Enterprises,   a  Massachusetts
proprietorship  (hereinafter,  with any  subsequent  holder,  the "Payee"),  the
principal sum of FOUR HUNDRED  SEVENTY-TWO  THOUSAND THREE HUNDRED  EIGHTY-THREE
AND NO/100 DOLLARS  ($472,383) or so much thereof as is then  outstanding  under
this Note,  together  with interest in arrears on the unpaid  principal  balance
from time to time outstanding at the rate hereinafter set forth.

      Interest  shall  accrue,  and be  compounded  monthly,  on the amounts due
hereunder at the rate of Prime plus one percent  (1%) per annum,  or the maximum
rate under  applicable  law, if lower (the "Interest  Rate").  Interest  accrued
hereunder shall be payable monthly in arrears on the first day of each month.

      Upon the first to occur of (i) the Maturity Date (as hereinafter defined),
or (ii) an Event of Default (as  hereinafter  defined),  the  principal  and any
unpaid  interest shall  thereafter  accrue  interest  compounded  monthly at the
Interest Rate plus seven  percent (7%) per annum (the "Default  Rate") until all
unpaid principal and interest  (including  default interest) is paid in full, or
at the  highest  rate that will not violate  the  applicable  limits on interest
under the law.  "Prime"  shall mean the rate of  interest  reported as being the
"Prime Rate" in the Wall Street Journal  (Eastern  Edition) issued on the Friday
immediately preceding the date on which such rate is to be calculated hereunder.

      The entire outstanding principal balance hereof and all accrued and unpaid
interest  thereon,  and all other  amounts due and payable  under this Note then
unpaid  shall be due and  payable  on  January  2, 2005 (the  "Maturity  Date"),
PROVIDED HOWEVER THAT IF THE MAKER HAS FULLY AND FAITHFULLY PERFORMED ALL OF ITS
OBLIGATIONS HEREUNDER AND AN EVENT OF DEFAULT HAS NOT OCCURRED PRIOR TO THE THEN
APPLICABLE MATURITY DATE:

      (a)   the Maker may extend the  Maturity  Date for a period of 6 months to
            July 2, 2005 by  written  notice  received  by Lender no later  than
            October 2, 2004 upon the condition  that such notice is  accompanied
            by the Maker's  warrant  for an  additional  50,000  shares (as such
            total  number of shares  recited  herein  shall be from time to time
            equitably  adjusted upon the  occurrence  of any stock split,  stock
            dividend,  combination,   subdivision,   reclassification  or  other
            similar  event  during  the  period  that such  Warrant  or any part
            remains unexercised (the "Equitable Adjustments")) at a strike price
            of $5.00 per share (or at such lower price as is then  applicable to
            the Warrant for 65,000  shares  issued to Payee  issued on even date
            (the "2004  Warrant")  and otherwise in the form and for the term of
            the 2004 Warrant; and

      (b)   the Maker may further  extend the Maturity Date for four  successive
            periods of 6 months  each by written  notice  received  by Lender no
            later than  ninety  (90) days prior to the then  effective  Maturity
            Date upon the condition  that each such notice is accompanied by the
            Maker's  Warrant  for an  additional  50,000  shares  subject to the
            Equitable  Adjustments  and at a strike price of $5.00 per share (or
            at such lower price

<PAGE>

            as is then applicable to the 2004 Warrant.

      The undersigned may prepay this Note from time to time in whole or in part
without premium or penalty in accordance with the terms set forth above.

      Any payments received by the Payee on account of this Note prior to demand
or acceleration shall be applied first to any costs,  expenses,  or charges then
owed the Payee by the undersigned,  second to accrued and unpaid  interest,  and
third to the unpaid  principal  balance  hereof.  Any payments so received after
demand  or  acceleration  shall be  applied  in such  manner  as the  Payee  may
determine.  The  undersigned  hereby  authorizes the Payee to charge any deposit
account  which the  undersigned  may  maintain  with the  Payee for any  payment
required hereunder.

      The  undersigned  represents  to the Payee that the  proceeds of this Note
will not be used for personal, family or household purposes.

      The Payee, at its option,  may declare the entire unpaid principal balance
of this Note to be immediately due and payable without demand, notice or protest
(which  are  hereby  waived)  upon  the  occurrence  of any  one or  more of the
following events (herein, "Events of Default"):

      (a)   The failure by the undersigned to pay any amount due under this Note
            when due or within 10 days thereafter;

      (b)   The  failure  by  the  undersigned  to  promptly,   punctually,  and
            faithfully   perform,   discharge,   or  comply   with  any  of  the
            undersigned's liabilities, obligations, indebtedness or covenants to
            the Payee pursuant to this Note, any instrument or document executed
            and delivered  pursuant thereto,  or any agreement between the Payee
            and the  undersigned,  or any other  instrument  or paper  given the
            Payee by the  undersigned,  whether such agreement,  instrument,  or
            paper now exists or hereafter arises (all of the foregoing, together
            with the indebtedness described in (a) are referred to herein as the
            "Liabilities");

      (c)   (1) Any act by,  against,  or  relating to the  undersigned,  or its
            property  or assets,  which act  constitutes  the  application  for,
            consent to, or sufferance of the appointment of a receiver, trustee,
            or other person, pursuant to court action or otherwise,  over all or
            any part of the  undersigned's  property;  (2) the  granting  of any
            trust  mortgage or execution of an assignment for the benefit of the
            creditors  of the  undersigned,  or  the  occurrence  of  any  other
            voluntary or involuntary  liquidation or extension of debt agreement
            for the undersigned; (3) the failure by the undersigned to generally
            pay the debts of the undersigned as they mature; (4) adjudication of
            bankruptcy or insolvency relative to the undersigned;  (5) the entry
            of an  order  for  relief  or  similar  order  with  respect  to the
            undersigned in any proceeding  pursuant to the Bankruptcy Reform Act
            of 1978 (commonly  referred to as the Bankruptcy  Code) or any other
            federal   bankruptcy   law;   (6)  the  filing  of  any   complaint,
            application,  or petition by or against the  undersigned  initiating
            any matter in which the  undersigned is or may be granted any relief
            from the debts of the undersigned pursuant to the Bankruptcy Code or
            to any other  insolvency  statute or  procedure;  (7) the calling or
            sufferance  of a meeting of  creditors of the  undersigned;  (8) the
            meeting  by the  undersigned  with a formal or  informal  creditors'
            committee;  and/or (9) the  offering  by, or  entering  into by, the
            undersigned of any composition,  extension or any other  arrangement
            seeking relief or extension for the debts of the undersigned, or the
            initiation  of any other  judicial  or  non-judicial  proceeding  or
            agreement by, against, or including the undersigned,  which seeks or
            intends  to  accomplish  a   reorganization   or  arrangement   with
            creditors;

      (d)   The  occurrence  of any  event  such  that any  indebtedness  of the
            undersigned in


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<PAGE>

            excess of Twenty Five Thousand  Dollars  ($25,000) due any lender or
            creditor other than the Payee could be accelerated,  notwithstanding
            that such acceleration has not taken place;

      (e)   The  occurrence of any event of default under any agreement  between
            the Payee and the  undersigned,  or  instrument  or paper  given the
            Payee by the  undersigned,  whether such agreement,  instrument,  or
            paper now exists or hereafter arises (notwithstanding that the Payee
            may not have  exercised its rights upon default under any such other
            agreement, instrument, or paper);

      (f)   The entry of any judgment against the undersigned, which judgment is
            not  satisfied or appealed from (with  execution or similar  process
            stayed) within fifteen (15) days of its entry;

      (g)   The termination of existence, dissolution, winding up or liquidation
            of the undersigned.

      In addition,  at the Payee's option and without demand, notice or protest,
the  occurrence  of any such Event of Default  shall also  constitute  a default
under all other agreements between the Payee and the undersigned,  and under all
other instruments and papers given the Payee by the undersigned.

      No delay or omission by the Payee in  exercising  or enforcing  any of the
Payee's powers,  rights,  privileges,  remedies,  or discretions hereunder shall
operate  as a waiver  thereof on that  occasion  nor on any other  occasion.  No
waiver  hereunder  shall  operate  as a  waiver  of any  other  action  or right
hereunder, nor as a continuing waiver.

      The  undersigned  agrees  to  and  will  pay  on  demand,  all  attorneys'
reasonable fees,  out-of-pocket  expenses  incurred by the Payee's attorneys and
all costs  incurred  by the  Payee,  including,  without  limitation,  costs and
expenses associated with travel on behalf of the Payee, which costs and expenses
are directly or indirectly related to the preservation,  protection,  collection
or  enforcement  of any of the Payee's  rights  against the  undersigned  or any
collateral  given the Payee to secure this Note or any other  liabilities of the
undersigned  to the Payee  (whether or not suit is  instituted by or against the
Payee).

      The undersigned waives presentment,  demand, notice, and protest, and also
waives any delay on the part of the holder hereof.  The  undersigned  assents to
any extension or other indulgence (including, without limitation, the release or
substitution of collateral)  permitted the undersigned by the Payee with respect
to this Note and/or any collateral given to secure this Note or any extension or
other indulgence, as described above, with respect to any other liability or any
collateral  given to secure any other liability of the undersigned to the Payee.
This Note is secured by a Security Agreement dated August 27, 1997, as from time
to time  amended,  pursuant to which the  undersigned  and its  predecessors  in
interest has pledged all assets to secure its  obligations  to the Payee and its
predecessors in interest.

      This Note shall be binding upon the  undersigned  and upon its successors,
assigns,  and  representatives,  and shall inure to the benefit of the Payee and
its successors, endorsees, and assigns.

      The undersigned hereby makes the following waiver, knowingly, voluntarily,
and  intentionally,  and  understands  that the Payee, in entering into any loan
arrangements or making any financial accommodations to the undersigned,  whether
now or in the  future,  is  relying  on  such  waiver.  THE  UNDERSIGNED  HEREBY
IRREVOCABLY  WAIVES ANY PRESENT OR FUTURE RIGHT OF THE  UNDERSIGNED TO A JURY IN
ANY TRIAL OF ANY CASE OR CONTROVERSY IN WHICH THE


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<PAGE>

HOLDER IS OR BECOMES A PARTY  (WHETHER SUCH CASE OR  CONTROVERSY IS INITIATED BY
OR AGAINST  THE  HOLDER OR IN WHICH THE  HOLDER IS JOINED AS A PARTY  LITIGANT),
WHICH CASE OR  CONTROVERSY  ARISES OUT OF OR IS IN RESPECT OF, ANY  RELATIONSHIP
BETWEEN THE UNDERSIGNED OR ANY OTHER PERSON AND THE HOLDER.

      This Note is delivered to the Payee at its offices in Massachusetts.

                                        MAKER: ("the undersigned")
WITNESS as to Signature                 OVATION PRODUCTS CORPORATION
(Signed in my Presence):
                                        By: /s/ William E. Lockwood
                                           -------------------------------------
                                            William E. Lockwood
                                           ----------------------, its President
_____________________________

                             STATE OF NEW HAMPSHIRE

____________________ County                                      June ____, 2004

      Then personally appeared the above-named ___________,  who acknowledged he
is the  President  of  Ovation  Products  Corporation,  and that  the  foregoing
instrument is to be his free act and deed, before me.

                                           _____________________________________
                                           Notary Public
                                           My Commission Expires: ______________


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