Exhibit 10.12



                   COMMERCIAL PROMISSORY NOTE



Borrower:                Enon Microwave, Inc.

Lender:                  Massachusetts Development Finance Agency,
                         with an address of 75 Federal Street,
                         Boston, MA 02110

Principal Amount:        $352,750.00

Initial Interest Rate:   Five and one-quarter percent
                         (5.25%) per annum

Date of Note:            March 27, 2003



PROMISE TO PAY.   Enon Microwave, Inc. ("Borrower"), jointly  and
severally  if  more  than one, promises to pay  to  Massachusetts
Development Finance Agency ("Lender"), or order, in lawful  money
of  the  United States of America, the principal amount of  Three
Hundred Fifty Two Thousand Seven Hundred Fifty and 00/100 Dollars
($352,750.00),  together with interest on  the  unpaid  principal
balance from the date of this Note until paid in full.

INTEREST.    This Note shall bear interest at the fixed  rate  of
five and one-quarter percent (5.25%) per annum.  Interest on this
Note 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 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.
Unless  otherwise agreed or required by applicable law,  payments
will be applied first to any unpaid collection costs and any late
charges, then to any unpaid interest, and any remaining amount to
principal.

PAYMENT.   Borrower  shall pay this Note in  one  hundred  twenty
(120)  payments of principal and interest commencing  on  May  1,
2003  and  continuing  on the same day of each  month  thereafter
until  maturity.   Borrower's first one  hundred  nineteen  (119)
payments  shall  be in the amount of Two Thousand  Three  Hundred
Ninety  One  and 38/100 Dollars ($2,391.38) each,  with  a  final
payment  on  March  31,  2013, at which time  all  principal  and
accrued interest not yet paid shall be due and payable in full.

PREPAYMENT.  Borrower may pay without penalty all or a portion of
the amount owed earlier than it is due.  Early payments 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, they will reduce the principal balance
due and may result in Borrower making fewer payments.

LATE  CHARGE.  If a payment (including final payment at maturity)
is  ten  (10)  days or more late, Borrower will be  charged  five
percent  (5%)  of  the unpaid portion of the regularly  scheduled
payment.

OTHER  OBLIGATIONS OF BORROWER:  The Borrower shall  comply  with
the following additional conditions:

     (a)  Borrower  shall submit to Lender any and all  financial
and  collateral information as the Lender may reasonably  request
from  time  to  time in a form satisfactory to Lender,  including
without   limitation:    annually,   financial   statements   for
Micronetics,  Inc.,  audited  by a  certified  public  accountant
satisfactory  to  Lender, submitted within ninety  (90)  days  of
Borrower's fiscal year end.

     (b)  Maintain a Debt Service Coverage of at least  1.25:1.00
at all times.  "Debt Service Coverage Ratio" shall mean the ratio
of   Micronetics,  Inc.'s  (x)  earnings  from  operation  before
interest,  taxes, depreciation and amortization net  of  unfunded
capital  expenditures, to (y) (a) interest expenses plus (b)  the
current maturities of any long term indebtedness.

      (c)   Borrower shall maintain its existence and comply with
applicable statutes, rules and regulations, including  labor  and
employment laws; shall maintain its properties in good  operating
condition;  and  shall continue to occupy the Mortgaged  Premises
and  continue  its  current level of business  and  manufacturing
operations at the Mortgaged Premises.

DEFAULT.   Borrower will be in default if any  of  the  following
happens:  (a)  Borrower fails to make any payment when  due;  (b)
Borrower  fails to comply with or to perform when due  any  other
term,  obligation, covenant, or condition contained in this  Note
or  any  agreement related to this Note (the "Related Documents")
within  thirty  (30)  days after written notice  from  Lender  to
Borrower, or defaults under any other agreement or loan  Borrower
has  with Lender; (c) Borrower defaults under any loan, extension
of credit, security agreement, purchase or sale agreement, or any
other  agreement, in favor of any other creditor or  person  that
may   materially  affect  any  of  the  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;  (d)
Any  representation or statement made or furnished to  Lender  by
Borrower  or on Borrower's behalf is false or misleading  in  any
material  respect  either now or at the time made  or  furnished;
(e)  Borrower becomes insolvent, a receiver is appointed for  any
part of Borrower's property, Borrower makes an assignment for the
benefit  of creditors, or any proceeding is commenced  either  by
Borrower  or against Borrower under any bankruptcy or  insolvency
laws, unless with respect to any involuntary proceeding, the same
is dismissed within sixty (60) days;  (f) the placing of any lien
or  attachment  on Borrower's property, which  is  not  cured  or
discharged  within  thirty (30) days;   (g)  Any  of  the  events
described  in  this default section occurs with  respect  to  any
guarantor  of  this  Note;  (h)  the  termination  or  notice  of
termination of any guaranty of this Note; (i) A material  adverse
change  occurs  in  Borrower's  financial  condition,  or  Lender
believes   the  prospect  of  payment  or  performance   of   the
indebtedness evidenced by this Note is impaired;  (j)  Lender  in
good faith deems itself insecure.

LENDER'S  RIGHTS.   Upon default, Lender may declare  the  entire
unpaid  principal  balance on this Note and  all  accrued  unpaid
interest immediately due, without notice, and then Borrower  will
pay  that  amount.  Upon default, including failure to  pay  upon
final  maturity,  Lender, at its option, may also,  if  permitted
under  applicable  law, increase the interest rate  by  five  (5)
percentage points.  Lender may hire or pay someone else  to  help
collect  this Note if Borrower does not pay.  Borrower also  will
pay  Lender  that amount.  This includes, subject to  any  limits
under  applicable  law, Lender's reasonable attorneys'  fees  and
Lender's legal expenses whether
or  not there is a lawsuit, including reasonable attorneys'  fees
and  legal expenses for bankruptcy proceedings (including efforts
to  modify or vacate any automatic stay or injunction),  appeals,
and  any anticipated post-judgment collection services.   If  not
prohibited  by applicable law, Borrower also will pay  any  court
costs, in addition to all other sums provided by law.  This  Note
has  been  delivered  to Lender and accepted  by  Lender  in  the
Commonwealth  of Massachusetts.  If there is a lawsuit,  Borrower
agrees upon Lender's request to submit to the jurisdiction of the
courts of the Commonwealth of Massachusetts.  This Note shall  be
governed  by  and construed in accordance with the  laws  of  the
Commonwealth of Massachusetts.

WAIVERS  AND  GENERAL  PROVISIONS.  Lender  may  delay  or  forgo
enforcing  any of its rights or remedies under this Note  without
losing them.  Borrower and any other person who signs, guarantees
or  endorses  this  Note, to the extent  allowed  by  law,  waive
presentment, demand for payment, protest and notice of  dishonor.
Upon  any  change in the terms of this Note, and unless otherwise
expressly  stated  in  writing, no party  who  signs  this  Note,
whether  as  maker, guarantor, accommodation maker  or  endorser,
shall  be  released from liability.  To the extent  permitted  by
applicable law, all such parties agree that Lender may  renew  or
extend  (repeatedly  and for any length of time)  this  loan,  or
release any party or guarantor or collateral; or impair, fail  to
realize  upon  or  perfect  Lender's  security  interest  in  the
collateral; and take any other action deemed necessary by  Lender
without  the  consent of or notice to anyone.  All  such  parties
also  agree that Lender may modify this loan without the  consent
of  or  notice  to  anyone other than the  party  with  whom  the
modification is made.

SECURITY:  This Note is secured by a first mortgage and  security
agreement of even date herewith from Borrower to Lender  recorded
in  the  Essex  South  District Registry of  Deeds  covering  the
property  known  as 422A Boston Street, Topsfield, Massachusetts,
as more fully described therein (the "Mortgaged Premises").

WAIVER  OF  JURY  TRIAL: The Borrower, to  the  extent  entitled,
waives  any present or future right of the Borrower,  or  of  any
guarantor or other person liable under this Note, to a  trial  by
jury in any case or controversy in which the Lender is or becomes
a  party  (whether such case or controversy is  initiated  by  or
against  the Lender or in which the Lender is joined as  a  party
litigant),  which case or controversy arises out  of,  or  is  in
respect to, any relationship amongst or between the Borrower, any
such person, and the Lender.
PRIOR TO SIGNING THIS NOTE, BORROWER HAS READ AND UNDERSTOOD  ALL
PROVISIONS  OF  THIS  NOTE.  THIS NOTE IS  EXECUTED  UNDER  SEAL.
BORROWER AGREES TO THE TERMS OF THE NOTE AND ACKNOWLEDGES RECEIPT
OF A COMPLETED COPY OF THIS NOTE.



                              Borrower:

                              Enon Microwave, Inc.



                              /s/Richard Kalin
                              ---------------------
                              By:  Richard Kalin
                              Its: President