Exhibit 10.6


        BANK OF NEW HAMPSHIRE

    A division of Banknorth, N.A.

           PROMISSORY NOTE



Principal:  $1,000,000.00

Loan Date:  03-25-2002

Maturity:   03-25-2007

Loan No.:   09421179

Call/Coll:  Account

Officer:    283

Initials:


References in the shaded area are for
Lender's use only and do not limit the
applicability of this document to any
particular loan or item.  Any item above
containing ***** has been omitted due to
text length limitations.


Borrower:	   Micronetics Wireless, Inc.
		   26 Hampshire Drive
		   Hudson, NH  03051


Lender:            Banknorth, N.A.
                   300 Franklin Street
                   Manchester, NH 03101


Principal Amount:  $1,000,000.00


Date of Note:      March 25, 2002


PROMISE TO PAY. Micronetics Wireless, Inc.
("Borrower") promises to pay to Banknorth, N.A.
("Lender"), or order, in lawful money
of the United States of America, the
principal amount of One Millions & 00/100
Dollars ($1,000,000.00), together with
interest on the unpaid principal balance
from March 25, 2002, until paid in full.

PAYMENT. Borrower will pay this loan
with the following payment schedule: 19
quarterly consecutive principal payments of
$50,000.00 each, beginning June 25, 2002,
with interest calculated on the unpaid
principal balances at an interest rate
of 6.250% per annum; 19 quarterly consecutive
interest payments, beginning June 25, 2002,
with interest calculated on the unpaid
principal balances at an interest rate of
6.250% per annum; and one principal and
interest payment of $50,781.25 on March 25,
2007, with interest calculated on the unpaid
principal balances at an interest rate of 6.250%
per annum.  This estimated final payment is
based on the assumption that all payments will be
made exactly as scheduled; the actual final
payment will be for all principal and accrued
interest not yet paid, together with
any other unpaid amounts under this Note.
Unless otherwise agreed or required by applicable
law, payments will be applied first to accrued
unpaid interest, then to principal, and any
remaining amount to any unpaid collection costs and late
charges.  The annual interest rate over a year of 360 days,
multiplied by the outstanding principal balance, multiplied by
the actual number of days the principal balance is outstanding.
Borrower will pay Lender at Lender's address shown above or at
such other place as Lender may designate in writing.

APPLICABLE INTERST RATES. Borrower expressly agrees that the
interest rates specified in this Note shall be the applicable
interest rates due (A) on amounts outstanding during the term of
this Note, notwithstanding the rate of interest prescribed by
stature from time to time, and (B) with respect to any amounts
outstanding on and after the maturity date of this Note.

PREPAYMENT. Borrower may pay without penalty all or a portion of
the amount owed earlier than it is due.  Early payment will not,
unless agreed to by Lender in writing, relieve Borrower of
Borrower's obligation to continue to make payments under the
payment schedule.  Rather, early payments will reduce the
principal balance due and may result in Borrower's making fewer
payments.  Borrower agrees not to send Lender payments marked
"paid in full", "without recourse", or similar language.  If
Borrower sends such a payment, Lender may accept it without
losing any of Lender's rights under this Note, and Borrower will
remain obligated to pay any further amount owed to Lender.  All
written communications concerning disputed amounts, including
any check or other payment instrument that indicates that the
payment constitutes "payment in full: of the amount owed or that
is tendered with other conditions or limitations or as full
satisfaction of a disputed amount must be mailed or delivered
to: Banknorth, N.A.; 300 Franklin Street; Manchester, NH 03101.

LATE CHARGE. If a payment is 15 days or more late, Borrower will
be charged 6.000% of the regularly scheduled payment.

DEFAULT.	Each of the following shall constitute an event of
default ("Event of Default") under this Note:

Payment Default. Borrower fails to make any payment under
this Note.

Other Default. Borrower fails to comply with or to perform
any other term, obligation, covenant or condition contained
in this Note or in any of the related documents or to
comply with or to perform any term, obligation, covenant or
condition contained in any other agreement between Lender
and Borrower.

Default in Favor of Third Parties. Borrower or any Grantor
defaults under any loan, extension of credit, security
agreement, purchase or sales agreement, or any other
agreement, in favor of any other creditor or person that
may materially affect any of Borrower's property or
Borrower's ability to repay this Note or perform Borrower's
obligations under this Note or any of the related
documents.

False Statements. Any warranty, representation or statement
made or furnished to Lender by Borrower or on Borrower's
behalf under this Note or the related documents is false or
misleading in any material respect, either now or at the
time made or furnished or becomes false or misleading at
any time thereafter.

Insolvency. The dissolution or termination of Borrower's
existence as a going business, the insolvency of Borrower,
the appointment of a receiver for any part of Borrower's
property, any assignment for the benefit of creditors, any
type of creditor workout, or the commencement of any
proceeding under any bankruptcy or insolvency laws by or
against Borrower.

Creditor or Forfeiture Proceedings. Commencement of
foreclosure or forfeiture proceedings, whether by judicial
proceeding, self-help, repossession or any other method, by
any creditor of Borrower or by any governmental agency
against any collateral securing the loan.  This includes a
garnishment of any of Borrower's accounts, including
deposit accounts, with Lender.  However, this Event of
Default shall not apply if there is a good faith dispute by
Borrower as to the validity or reasonableness of the claim
which is the basis of the creditor or forfeiture proceeding
and if Borrower gives Lender written notice of the creditor
or forfeiture proceeding and deposits with Lender monies or
a surety bond for the creditor or forfeiture proceeding, in
an amount determined by Lender, in its sole discretion, as
being an adequate reserve or bond for the dispute.

Events Affecting Guarantor. Any of the preceding events
occurs with respect to any guarantor, endorser, surety, or
accommodation party of any of the indebtedness or any
guarantor, endorser, surety, or accommodation party dies or
becomes incompetent, or revokes or disputes the validity
of, or liability under, any guaranty of the indebtedness
evidenced by this Note.
Change in Ownership. Any change in ownership of twenty-five
percent (25%) or more of the common stock of Borrower.

Adverse Change. A material adverse change occurs in
Borrower's financial condition, or Lender believes the
prospect of payment or performance of this Note is
impaired.

Insecurity. Lender in good faith believes itself insecure.

LENDER'S RIGHTS. Upon default, Lender may declare the entire
unpaid principal balance in this Note and all accrued unpaid
interest immediately due, and then Borrower will pay that
amount.

ATTORNEYS' FEES; EXPENSES. Lender may hire or pay someone else
to help collect this Note if Borrower does not pay.  Borrower
will pay Lender that amount.  This includes, subject to any
limits under applicable law, Lender's attorneys' fees and
Lender's legal expenses, whether or not there is a lawsuit,
including attorney's fees, expenses for bankruptcy proceedings
(including efforts to modify or vacate any automatic stay or
injunction), and appeals.  If not prohibited by applicable law,
Borrower also will pay any court costs, in addition to all other
sums provided by law.

GOVERNING LAW. This Note will be governed by, construed and enforced
in accordance with federal law and the laws of the State of New
Hampshire.  This Note has been accepted by Lender in the State of New
Hampshire.

DISHONORED ITEM FEE. Borrower will pay a fee to Lender of $25.00 of
Borrower makes a payment on Borrower's loan and the check or
preauthorized charge with which Borrower pays is later dishonored.

RIGHT OF SETOFF. To the extent permitted by applicable law, Lender
reserves a right of setoff in all Borrower's accounts with Lender
(whether checking, saving, or some other account).  This includes all
accounts Borrower holds jointly with someone else and all accounts
Borrower may open in the future.  However, this does not include any
IRA or Keogh accounts, or any trust accounts for which setoff would be
prohibited by law.  Borrower authorizes Lender, to the extent
permitted by applicable law, to charge or setoff all sums owing on the
indebtedness against any and all such accounts.

COLLATERAL. Borrower acknowledges this Note is secured by All Business
Assets, whether now owned or hereafter acquired, whether now existing
or hereafter arising and wherever located as evidenced by UCC's on
file.
FINANCIAL PROVISION. One hundred twenty (120) days after the end
of each fiscal year, Borrower will provide Lender with the most
current annual audited financial statement, quarterly receipt of
10-Q report required within 60 days of each quarter end, and any
other additional financial and

In connection with the loan transaction consummated on March 25, 2002,
between Banknorth, N.A., which is organized under the laws of the
United States, with a principal place of business at 300 Franklin
Street, Manchester, NH 03101, ("Lender"); and Micronetics Wireless,
Inc., with a mailing address of 26 Hampshire Drive, Hudson, NH 03051,
("Borrower"), Borrower is hereby informed pursuant to NHRSA 399-B that
Borrower shall pay the following:

INTEREST. Pursuant to a Note of even date, Borrower shall pay
interest on the loan having an original principal balance of One
Million & 00/100 Dollars ($1,000,000.00), with interest per
annum of 6.250%.  Interest on this loan is computed on a 365/360
simple interest basis; that is, by applying the ratio of the
annual interest rate over a year of 360 days, multiplied by the
outstanding principle balance, multiplied by the actual number
of days the principal balance is outstanding.  Whenever
increases occur in the interest rate, Lender, at Lender's
option, may do one or more of the following: (A) increase
Borrower's payments to ensure Borrower's loan will pay off by
its original final maturity date, (B) increase Borrower's
payments to cover accruing interest, (C) increase the number of
Borrower's payments, and (D) continue Borrower's payments at the
same amount and increase Borrower's final payment.

APPLICABLE INTEREST RATE. Borrower expressly agrees that the
interest rate specified in this loan shall be the applicable
interest rate due, notwithstanding the rate of interest
prescribed by statute from time to time, (A) on amounts
outstanding during the term of the Loan, and (B) on amounts
outstanding on and after the maturity date of the Loan, demand,
the initiation of suit for collection, or the initiation of any
foreclosure proceedings with respect to any collateral securing
any portion of the Loan.  The aforementioned interest rate shall
be applicable to (except to the extent expressly provided to the
contrary in any of the loan documents), and shall accrue on
account of, any and all amounts owing by Borrower, other than
unpaid interest, under each of the documents executed in
connection with this Loan.

ORIGINATION FEE. There are no origination fees on this loan.

OTHER CHARGES. Borrower has paid or will pay the following other
charges in connection with this Loan:

	Credit Availability.	$_________________

	Annual Fee.		$_________________

	Overdraft Fee.		$_________________

Late Charges. If a payment is 15 days or more late,
Borrower will be charged 6.000% of the regularly scheduled
payment.

Dishonored Item Fee. Borrower will pay a fee to Lender of
$25.00 if Borrower makes a payment on Borrower's loan and
the check or preauthorized charge with which Borrower pays
is later dishonored.

Credit Life Insurance. Type of Insurance Purchased: No
Insurance Purchased.

PREPAYMENT.

EXPENSES. Borrower shall pay legal costs and expenses incurred
in the preparation of documents and the closing of the
transaction and related expenses, including filing and recording
fees, in the estimated amount as described below.  The actual
amount of such costs and expenses may be somewhat more or less
than estimated.


          Amount Financed Itemization
          ===========================

Amount paid to Borrower directly:	$1,000,000.00
 $1,000,000.00 Lender's Check #
     			                 ____________

Note Principal:				$1,000,000.00

Prepaid Finance Charges:			$0.00

In Cash:					$0.00

Amount Financed:			$1,000,000.00


BORROWER ACKNOWLEDGES RECEIPT OF A COPY OF THIS STATEMENT AT THE LOAN
CLOSING HELD ON THIS DATE AND ACKNOWLEDGES AGREEMENT WIH THE TERMS
HEREOF.

BORROWER:

MICRONETICS WIRELESS, INC.


By: /s/Richard S. Kalin
   _______________________
   Richard S. Kalin,
   President of Micronetics Wireless, Inc.