Exhibit 10.1


 


PROMISSORY NOTE


 


 


	
  $250,000.00

  	
   

  	
  Norwood,
  Massachusetts

  
	
   

  	
   

  	
  December 11, 2007

  



 


FOR VALUE RECEIVED, Apogee Technology, Inc., a Delaware
corporation (the “Borrower”‘), hereby promises to pay to (“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 eight percent (8%) 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 ( 3 months) from date.


 


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 anyone 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/
  Paul Murphy

  
	
   

  	
   

  	
  Paul
  Murphy

  
	
   

  	
   

  	
  Chief
  Financial Officer