Exhibit 10.4

                          MORTGAGE NOTE


$630,000.00                                     February 13, 2004
Term: Five (5) Years


       FOR   VALUE   RECEIVED,  Micronetics,  Inc.,  a   Delaware
corporation  with an address of 26 Hampshire Drive,  Hudson,  New
Hampshire  03051  (the "Maker"), promises to  pay  to  Banknorth,
N.A.,  a national banking association (the "Lender"), or  to  its
order,  at  its  principal New Hampshire office at  300  Franklin
Street,  Manchester, New Hampshire and a mailing address of  P.O.
Box  600, Manchester, New Hampshire 03105-0600, the principal sum
of   Six   Hundred   Thirty   Thousand  and   No/100ths   Dollars
($630,000.00), together with interest in arrears  on  the  unpaid
principal  balance  from  time to time  outstanding  and  on  all
outstanding  interest not paid when due, from  the  date  hereof,
until  the entire principal amount due hereunder is paid in full,
at  the  Fixed Rate (as hereinafter defined).  Interest shall  be
payable  monthly, commencing one (1) month from the date  hereof,
and  on the same day of each month thereafter (or on the last day
of  the  month if such day does not exist in a particular month),
or the next business day thereafter if such day is not a business
day, and continuing monthly thereafter until this Note is paid in
full.  In each case, interest shall be calculated on the basis of
the actual number of days elapsed over a year of 360 days.

      Commencing on the date hereof, interest shall be charged at
the Fixed Rate.

      As used herein, the following terms shall have the meanings
set forth below:

           "Fixed Rate" shall mean an interest rate per annum  of
five and three quarters percent (5.75%).

           "Maturity Date" shall mean that day which is five  (5)
years from the date hereof.

      So  long  as  no Event of Default (as hereinafter  defined)
shall  occur,  in which event the Lender may elect to  accelerate
the  maturity hereof, the principal balance of this Note together
with  any  unpaid interest thereon, shall be due and  payable  as
follows:

           a.    Commencing one (1) month from the  date  hereof,
regular monthly payments in the amount of $12,106.56.

           b.   Any unpaid principal or interest remaining unpaid
on the Maturity Date shall be due and payable at that time.

      In  the event this Note is prepaid in whole or in part from
proceeds  of a refinance or borrowing  from any person or  entity
other  than  the  Lender,  the Maker shall  pay  the  Lender  the
following Prepayment Penalty.

      PREPAYMENT  PENALTY: THE MAKER AGREES TO PAY THE  LENDER  A
PREPAYMENT  PENALTY OF; (i) THREE (3) PERCENT OF THE  OUTSTANDING
LOAN  BALANCE IF THE LOAN IS PAID OFF IN THE FIRST YEAR,  (ii)  A
PREPAYMENT  PENALTY  OF TWO (2) PERCENT OF THE  OUTSTANDING  LOAN
BALANCE  IF THE LOAN IS PAID OFF IN THE SECOND YEAR AND, (iii)  A
PREPAYMENT  PENALTY  OF ONE (1) PERCENT OF THE  OUTSTANDING  LOAN
BALANCE  IF  THE LOAN IS PAID OFF IN THE THIRD, FOURTH  OR  FIFTH
YEAR.

     This Note is secured by, inter alia, (i) a Mortgage Deed And
Security  Agreement  of  the Maker of  even  date  herewith  (the
"Mortgage")  covering certain real estate located in Hudson,  New
Hampshire  (the  "Mortgaged Premises"),  and  (ii)  a  Collateral
Assignment  of Leases and Rents, each of even date herewith,  and
together  with  any other instruments securing  this  Note  being
hereinafter   collectively   referred   to   as   the   "Security
Instruments".   This Note is entitled to all of the  benefits  of
the Security Instruments and specific reference is hereby made to
such instruments for all purposes.

     Upon the occurrence of any one of the following events (each
of which events shall be an Event of Default hereunder):

                (i)                  the failure of Maker to make
          any payment of principal or interest hereunder when due
          and  the continuance of such failure for five (5)  days
          after written notice thereof, or

          (ii)                       an   Event  of  Default   as
          described   and   defined  in  any  of   the   Security
          Instruments  or  any  other instrument  evidencing  any
          indebtedness of the Maker to the Lender in  conjunction
          with  the loan evidenced hereby, or otherwise, and  the
          expiration of any period provided in such instrument to
          cure such default, or

          (iii)                      the  failure  to  keep   the
          Mortgaged Premises in the sole ownership of the  Maker,
          or

                (iv)                 the failure of the Maker  to
          maintain  any  insurance coverage  required  under  the
          Security Instruments, or

          (v)   the  failure  of  the Maker to  maintain  a  debt
          service coverage ratio, as reasonably calculated by the
          Lender,  of  at  least 1.25:1, which  shall  be  tested
          annually (debt service coverage ratio shall be  defined
          as   net  operating  income  +  depreciation+  interest
          expense  divided by current portion of long  term  debt
          plus interest), or

                (vi)                 total  debt to tangible  net
          worth  ratio  of the Maker as reasonably determined  by
          the  Lender (including the debt evidenced by this Note)
          shall exceed 1.25x as measured at  each Fiscal Year End
          (the  ratio  shall  be  computed as  total  liabilities
          divided by asset - intangible items - liabilities), or

          (vii)                     the failure of the  Maker  to
          permit  its Net Worth as reasonably determined  by  the
          Lender, to be, at any time, less than $2,000,000.00, or

          (viii)                    the  failure  of  the   Maker
          maintain its primary bank accounts with the Lender, or

                (viii)               the failure of the Maker  to
          comply  with  the terms of any commitment  letter  from
          Lender to Maker dated January 21, 2004,

then  the  holder hereof may declare the entire unpaid  principal
balance  and interest immediately due and payable without notice,
demand  or  presentment and may exercise any of its rights  under
the  Security Instruments.  In addition, in the event of an Event
of  Default  under this Note, this Note shall bear interest  from
and including the date of such Event of Default, compounded daily
and  payable on demand, at a rate per annum equal to five percent
(5%)  above  Fixed  Rate.  In the event that the  Lender  or  any
subsequent  holder  of this Note shall exercise  or  endeavor  to
exercise  any  of  its remedies hereunder or under  the  Security
Instruments,  the Maker shall pay on demand all reasonable  costs
and expenses incurred in connection therewith, including, without
limitation,  reasonable  attorney's fees.   Irrespective  of  the
exercise  or nonexercise of any of the aforesaid rights,  if  any
monthly payment of principal or interest hereunder is not paid in
full  within fifteen (15) days after the same is due,  the  Maker
shall  pay  to the holder a processing fee on such unpaid  amount
equal to six percent (6%) of such late payment.

      The  Maker  waives  presentment for  payment,  protest  and
demand,  and  notice  of  protest,  demand  and/or  dishonor  and
nonpayment  of  this Note, notice of any Event of  Default  under
this  Note  and  the Security Instruments except as  specifically
provided  herein  and therein, and waives all  other  notices  or
demands  otherwise  required by law that the Maker  may  lawfully
waive.  The Maker expressly agrees that this Note, or any payment
hereunder, may be extended from time to time, without in any  way
affecting  the liability of the Maker.  No unilateral consent  or
waiver by the Lender with respect to any action or failure to act
which,  without  consent,  would  constitute  a  breach  of   any
provision  of  this  Note shall be valid and  binding  unless  in
writing and signed by the Lender.

      The  rights and obligations of the Maker and all provisions
hereof shall be governed by and construed in accordance with  the
laws of the State of New Hampshire.

     The Maker shall remain primarily liable on this Note and the
Security  Instruments  until  full  payment,  unaffected  by  any
alienation  of  the  Mortgaged  Premises,  by  any  agreement  or
transaction  between  the  Lender and  any  subsequent  owner  or
alienee  of  the Mortgaged Premises as to payment  of  principal,
interest  or  other monies, by any forbearance  or  extension  of
time,  guaranty or assumption by others, or by any other  matter,
as to all of which notice is hereby waived by the Maker.

      IN  WITNESS WHEREOF, the Maker has caused this Note  to  be
executed and delivered on the day and year first above written.


                                 Micronetics, Inc.



Gregory R. Boghigian                By:David Robbins
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 witness                           Its President
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