Exhibit 10.2


PROMISSORY
NOTE


(Date)


FOR VALUE RECEIVED, Acusphere, Inc.
a corporation located at the address stated below (“Maker”) promises, jointly and severally if more than one, to
pay to the order of General Electric Capital
Corporation or any subsequent holder hereof (each, a “Payee”) at its office located at 83 Wooster Heights Road, Danbury, CT  06810 or at such other place as
Payee or the holder hereof may designate, the principal sum of Two Hundred Sixty Six Thousand Four Hundred Eighty
Five and 38/100 Dollars ($266,485.38), with interest on the unpaid
principal balance, from the date hereof through and including the dates of
payment, at a fixed interest rate of Ten and Sixty Hundredths percent (10.60%)
per annum, to be paid in lawful money of the United States, in Forty-Two (42)
consecutive monthly installments of principal and interest as follows:




	
  Periodic

  	
   

  	
   

  
	
  Installment

  	
   

  	
  Amount

  
	
  Thirty Six (36)

  	
   

  	
  $8,211.60

  
	
  Five (5)

  	
   

  	
  $3,350.87

  






 


(each “Periodic Installment”), and a final installment which shall be in
the amount of Three Thousand Three Hundred Fifty and 87/100 Dollars
($3,350.87), plus any outstanding principal and interest.  The first Periodic Installment shall be due
and payable on March 1, 2007 and the following Periodic Installments and the
final installment shall be due and payable on the same day of each succeeding
month (each, a “Payment Date”).  Such
installments have been calculated on the basis of a 360 day year of twelve
30-day months.  Each payment may, at the
option of the Payee, be calculated and applied on an assumption that such
payment would be made on its due date.


The acceptance by Payee of any payment which is less than payment in
full of all amounts due and owing at such time shall not constitute a waiver of
Payee’s right to receive payment in full at such time or at any prior or
subsequent time.


The
Maker hereby expressly authorizes the Payee to insert the date value is
actually given in the blank space on the face hereof and on all related
documents pertaining hereto.


This Note may be secured by a security agreement,
chattel mortgage, pledge agreement or like instrument (each of which is
hereinafter called a “Security Agreement”).


Time
is of the essence hereof.  If any
installment or any other sum due under this Note or any Security Agreement is
not received within ten (10) days after its due date, the Maker agrees to pay,
in addition to the amount of each such installment or other sum, a late payment
charge of five percent (5%) of the amount of said installment or other sum, but
not exceeding any lawful maximum.  If (i)
Maker fails to make payment of any amount due hereunder within ten (10) days
after the same becomes due and payable; or 
(ii) Maker is in default under, or fails to perform under any term or
condition contained in any Security Agreement, then the entire principal sum
remaining unpaid, together with all accrued interest thereon and any other sum
payable under this Note or any Security Agreement, at the election of Payee,
shall, upon Payee’s election, immediately become due and payable, with interest
thereon at the lesser of eighteen percent (18%) per annum or the highest rate
not prohibited by applicable law from the date of such accelerated maturity
until paid (both before and after any judgment).


The Maker may prepay in full,
but not in part, its entire indebtedness hereunder upon payment of the entire
indebtedness plus an additional sum as a premium equal to the following
percentages of the remaining principal balance for the indicated period:


Prior to the first annual
anniversary date of this Note: Not Allowed


Thereafter and prior to the
second annual anniversary date of this Note: five percent (5%)


Thereafter and prior to the
third annual anniversary date of this Note: three percent (3%)


Plus all other sums due
hereunder or under any Security Agreement.









 



 


It
is the intention of the parties hereto to comply with the applicable usury
laws; accordingly, it is agreed that, notwithstanding any provision to the
contrary in this Note or any Security Agreement, in no event shall this Note or
any Security Agreement require the payment or permit the collection of interest
in excess of the maximum amount permitted by applicable law.  If any such excess interest is contracted
for, charged or received under this Note or any Security Agreement, or if all
of the principal balance shall be prepaid, so that under any of such
circumstances the amount of interest contracted for, charged or received under
this Note or any Security Agreement on the principal balance shall exceed the
maximum amount of interest permitted by applicable law, then in such event  (a) the provisions of this paragraph shall
govern and control,  (b) neither Maker nor
any other person or entity now or hereafter liable for the payment hereof shall
be obligated to pay the amount of such interest to the extent that it is in
excess of the maximum amount of interest permitted by applicable law,  (c) any such excess which may have been
collected shall be either applied as a credit against the then unpaid principal
balance or refunded to Maker, at the option of the Payee, and  (d) the effective rate of interest shall be
automatically reduced to the maximum lawful contract rate allowed under
applicable law as now or hereafter construed by the courts having jurisdiction
thereof.  It is further agreed that
without limitation of the foregoing, all calculations of the rate of interest
contracted for, charged or received under this Note or any Security Agreement
which are made for the purpose of determining whether such rate exceeds the
maximum lawful contract rate, shall be made, to the extent permitted by
applicable law, by amortizing, prorating, allocating and spreading in equal
parts during the period of the full stated term of the indebtedness evidenced
hereby, all interest at any time contracted for, charged or received from Maker
or otherwise by Payee in connection with such indebtedness; provided, however,
that if any applicable state law is amended or the law of the United States of
America preempts any applicable state law, so that it becomes lawful for the
Payee to receive a greater interest per annum rate than is presently allowed,
the Maker agrees that, on the effective date of such amendment or preemption,
as the case may be, the lawful maximum hereunder shall be increased to the
maximum interest per annum rate allowed by the amended state law or the law of
the United States of America.


The
Maker and all sureties, endorsers, guarantors or any others (each such person,
other than the Maker, an “Obligor”)
who may at any time become liable for the payment hereof jointly and severally
consent hereby to any and all extensions of time, renewals, waivers or
modifications of, and all substitutions or releases of, security or of any
party primarily or secondarily liable on this Note or any Security Agreement or
any term and provision of either, which may be made, granted or consented to by
Payee, and agree that suit may be brought and maintained against any one or
more of them, at the election of Payee without joinder of any other as a party
thereto, and that Payee shall not be required first to foreclose, proceed
against, or exhaust any security hereof in order to enforce payment of this
Note.  The Maker and each Obligor hereby
waives presentment, demand for payment, notice of nonpayment, protest, notice
of protest, notice of dishonor, and all other notices in connection herewith,
as well as filing of suit (if permitted by law) and diligence in collecting
this Note or enforcing any of the security hereof, and agrees to pay (if
permitted by law) all expenses incurred in collection, including Payee’s actual
attorneys’ fees.  Maker and each Obligor
agrees that fees not in excess of twenty percent (20%) of the amount then due
shall be deemed reasonable.


THE MAKER HEREBY UNCONDITIONALLY WAIVES ITS RIGHTS TO A JURY
TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF, DIRECTLY OR
INDIRECTLY, THIS NOTE, ANY OF THE RELATED DOCUMENTS, ANY DEALINGS BETWEEN MAKER
AND PAYEE RELATING TO THE SUBJECT MATTER OF THIS TRANSACTION OR ANY RELATED
TRANSACTIONS, AND/OR THE RELATIONSHIP THAT IS BEING ESTABLISHED BETWEEN MAKER
AND PAYEE.  THE SCOPE OF THIS WAIVER IS
INTENDED TO BE ALL ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN
ANY COURT (INCLUDING, WITHOUT LIMITATION, CONTRACT CLAIMS, TORT CLAIMS, BREACH
OF DUTY CLAIMS, AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS.)  THIS WAIVER IS IRREVOCABLE MEANING THAT IT
MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING, AND THE WAIVER SHALL APPLY TO
ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS NOTE,
ANY RELATED DOCUMENTS, OR TO ANY OTHER DOCUMENTS OR AGREEMENTS RELATING TO THIS
TRANSACTION OR ANY RELATED TRANSACTION. 
IN THE EVENT OF LITIGATION, THIS NOTE MAY BE FILED AS A WRITTEN CONSENT
TO A TRIAL BY THE COURT.


This Note and any Security
Agreement constitute the entire agreement of the Maker and Payee with respect
to the subject matter hereof and supercedes all prior understandings,
agreements and representations, express or implied.


No
variation or modification of this Note, or any waiver of any of its provisions
or conditions, shall be valid unless in writing and signed by an authorized
representative of Maker and Payee.  Any
such waiver, consent, modification or change shall be effective only in the
specific instance and for the specific purpose given.









 



 


Any
provision in this Note or any Security Agreement which is in conflict with any
statute, law or applicable rule shall be deemed omitted, modified or altered to
conform thereto.


	
  

  	
  Acusphere, Inc.

  
	
   

  	
   

  
	
  /s/ Frederick Ahlholm

  	
   

  	
  By:

  	
  /s/ John Thero

  
	
  (Witness)

  	
   

  	
   

  
	
  Frederick Ahlholm

  	
   

  	
  Name:

  	
  John Thero

  
	
  (Print name)

  	
   

  	
   

  
	
  500 Arsenal St., Watertown, MA 02472

  	
   

  	
  Title:

  	
  Sr. VP and CFO

  
	
  (Address)

  	
   

  
	
   

  	
  Federal Tax ID #

  	
  04-3208947

  
	
   

  	
   

  	
   

  
	
   

  	
  Address:

  	
  500 Arsenal Street, Watertown, MA 02472