Exhibit 10.2


 


PROMISSORY
NOTE


 


	
  $250,000.00

  	
   

  	
  Norwood,
  Massachusetts

  
	
   

  	
   

  	
  May 9,
  2005

  



 


FOR VALUE RECEIVED, Apogee Technology, Inc.,
a Delaware corporation (the “Borrower”‘), hereby promises to pay to David
Spiegel (“Lender”), at such place as the holder of this Note may from time to
time designate in writing, the principal sum of


 


Two hundred fifty
thousand AND 00/100 DOLLARS ($250,000.00)


 


with interest on the outstanding balance thereof from the date hereof
at an annual rate which is equal to six percent (6%) per annum, (such interest
to be paid monthly in arrears).


 


The outstanding principal balance and any
accrued and unpaid interest thereon shall be due and payable UPON DEMAND.


 


Interest shall be calculated on the basis of
a three hundred sixty (360) day year, but interest shall accrue and be payable
on the actual number of days in each month. 
Interest after maturity shall be payable on demand at an annual rate
(the “Default Rate”) which shall be equal to four (4) percentage points
above the rate of interest payable during the term of this Note, compounded
monthly and otherwise payable in the manner hereinabove set forth.


 


This Note may be prepaid in whole or in part
without premium or penalty.


 


The Borrower agrees to pay all costs of suit
and other expenses of collection, including reasonable fees and expenses of
attorneys, in the event that this Note is placed in the hands of any attorney
for collection or suit is brought thereon.


 


The Borrower hereby waives presentment,
protest and demand, notice of protest, demand and dishonor and non-payment of
this Note, and to the extent permitted by law, waives and releases all rights
of redemption, valuation, appraisement, notice of election to mature or to
declare due the whole of the indebtedness evidenced hereby, and to the extent
permitted by law, errors, defects and imperfections in any proceedings
instituted by the holder under the terms of this Note, or providing for any
stay of execution, exemption from civil process, or extension of time for
payment.  Further, Borrower agrees that
its liability hereunder shall remain unimpaired, notwithstanding any extension
of the time of payment or other indulgence granted by the holder, or the
release of all or any part of such security for the liability of any party which
may assume the obligation to make payment of the indebtedness evidenced hereby,
or the performance and the obligations of the Borrower hereof under this
Note.  In no event shall the holder, by
any act of omission or commission, be deemed to waive any of its rights or
remedies hereunder unless such waiver shall be in writing and signed by the
holder, and then only to the extent specifically set forth therein; and a
waiver of any one event shall not be construed as continuing or as a bar to or
waiver of such right or remedy on a subsequent event.  The Borrower further acknowledges that this
Note represents an independent 


 





















 


obligation and shall not be
subject to setoff, reduction or deduction on account of any claims,
liabilities, obligations or debts of the holder to the Borrower.


 


If any provisions hereof or the application
thereof to any person or circumstances shall to any extent be invalid or
unenforceable, the remainder hereof, or the application of such provision to
persons, or circumstances other than those as to which it is held invalid or
unenforceable, shall not be affected thereby, and each provision hereof shall
be valid and enforced to the fullest extent permitted by law.  If at any time during the term of this Note
or after maturity the effective interest rate hereunder is greater than the
maximum interest rate permitted by applicable law, the interest rate hereunder
shall automatically be such maximum interest rate permitted by applicable law.
This Note is unsecured.


 


As used herein, the word “holder” shall mean
Lender as payee of the Note, or any endorsee of this Note in possession hereof,
or the bearer hereof if this Note is at the time payable to the bearer.


 


This Note, being executed and delivered in
Norwood, Massachusetts, is to be construed according to and governed by the law
of The Commonwealth of Massachusetts.


 


Borrower
represents that this note as well as the execution and delivery thereof has
been 


authorized
by all necessary actions of the borrower.


 


 


EXECUTED as a sealed instrument, as of the day and year first above
written.


 


	
   

  	
  APOGEE TECHNOLOGY, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  //s//

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  //s//

  	
   

  
	
   

  	
  David Spiegel