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EXHIBIT 10.6  PROMISSORY NOTE $112,500.00
    
    November 1, 2003
 FOR VALUE RECEIVED, the undersigned (the Maker) will pay to the order of the SUNTRUST BANK
NATURE COAST, AS SUCCESSOR TRUSTEE OF THE IRA A. DESPER MARITAL TRUST (hereinafter together with
any holder hereof, called Holder) at
P.O. Box 1029, Crystal River, FL 34423, or at such other
place as the Holder may from time to time designate in writing, the principal sum of One Hundred
Twelve Thousand Five Hundred and 00/100 Dollars ($112,500.00), together with interest at the rate
ten percent (10%) per annum on the unpaid principal balance from time to time outstanding, from the
date hereof, payable as follows:  The first payment of $5,191.30 shall be due and payable on December 1, 2003, and continuing on
the first day of each and every month thereafter until the entire balance of principal and interest
is paid in full. This Note is, by mutual consent of the parties hereto, and for mutual considerations passing
to each party hereto, receipt of which is hereby acknowledged by all parties hereto, a replacement
of and in substitution of that certain obligation of maker hereof to Payee hereof in the principal
sum of $112,500.00 and as is more particularly described in LOST INSTRUMENT BOND #5927420 wherein
Sun Trust Bank is principal; Desper Products, Inc. and Spatializer Audio Laboratories, Inc. are
Obligees; and Safeco Insurance Company of America is Surety; such obligation being also described
in the Annual Report of Maker for the year 2002 as note
[      ] on page
[      ] thereof. Although Maker is executing this Note in California, this Note and its terms and provisions
are to be governed and construed by and in accordance with the laws of the State of Florida. The
Maker expressly consents to jurisdiction in Florida. Furthermore, exclusive venue for any dispute
shall lie solely in Pirrellas County, Florida. This Note may be prepaid in whole or in part at any time without payment of premium or
penalty. Any prepayments shall be applied to the last installments due hereunder. The Holder shall have the optional right to declare the amount of the total unpaid balance
hereof to be due and forthwith payable in advance of the maturity date, as fixed herein, upon the
Makers failure to remit any monthly payment when due. Upon exercise of this option by the Holder,
the entire unpaid principal shall bear interest at the maximum contract rate permitted by law until
paid. Forbearance to exercise this option with respect to any failure or breach of the undersigned
shall not constitute a waiver of the right as to any continuing failure or breach or any subsequent
failure or breach. Time is of the essence of this contract and, in the event of default, if this Note is collected
by law or through an attorney at law, or under advice therefrom the undersigned agrees to pay all
costs of collection, including reasonable attorneys fees. Such attorneys




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fees and costs shall
include, but note be limited to, fees and costs incurred in all matters of collection and
enforcement, construction and interpretation, before, during and after suit, trial, proceedings and
appeals, as well as appearances in and connected with any bankruptcy proceedings or creditors
reorganization or arrangement proceedings. No act of omission or commission of the Holder, including specifically any failure to exercise
any right, remedy or recourse, shall be deemed to be a waiver or release of the same, such waiver
or release to be effected only through a written document executed by the Holder and then only to
the extent specifically recited therein. A waiver or release with reference to any one event shall
not be construed as continuing, as a bar to, or as a waiver or release of, any subsequent right,
remedy or recourse as to a subsequent event. The Maker, for itself, its legal representatives, successors and assigns, hereby: (a) for any
default due to Makers failure to pay any amount due and owing under this Note, expressly waives
presentment, demand for payment, notice of dishonor, protest, notice of non-payment or protest, and
diligence in collection; (b) consents that the time of all payments or any part thereof may be
extended, rearranged, renewed or postponed by the Holder hereof; and (c) agrees that the Holder, in
order to enforce payment of this Note, shall not be required first to institute any suit or to
exhaust any of its remedies against the undersigned. In this Note, whenever the context so requires, the neuter gender includes the feminine and/or
masculine, as the case may be, and the singular number includes the plural. The undersigned is duly organized, validly existing and in good standing under the laws of the
State of Delaware and has full power and authority to enter into this Note, and the undersigned
corporate officer has full power and authority to execute this Note on behalf of the undersigned. The undersigned has executed this Note on the day and year first above written. MAKER:
SPATIALIZER AUDIO LABORATORIES INC.
a Delaware CorporationBy:
    /s/ HENRY MANDELLIts:  CEO                                        11/6/03