**Exhibit 10.3**

 

**PROMISSORY NOTE**

 
| $250,000.00 |   | Norwood, Massachusetts |
|-------------|--------|------------------------|
|        |   | May 25, 2005      |

 

FOR VALUE RECEIVED, Apogee Technology, Inc.,a Delaware corporation (the “Borrower”‘), hereby promises to pay to Herbert M.Stein (“Lender”), at such place as the holder of this Note may from time totime 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 hereofat an annual rate which is equal to six percent (6%) per annum, (such interestto be paid monthly in arrears).

 

The outstanding principal balance and anyaccrued and unpaid interest thereon shall be due and payable UPON DEMAND.

 

Interest shall be calculated on the basis ofa three hundred sixty (360) day year, but interest shall accrue and be payableon 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 pointsabove the rate of interest payable during the term of this Note, compoundedmonthly and otherwise payable in the manner hereinabove set forth.

 

This Note may be prepaid in whole or in partwithout premium or penalty.

 

The Borrower agrees to pay all costs of suitand other expenses of collection, including reasonable fees and expenses ofattorneys, in the event that this Note is placed in the hands of any attorneyfor collection or suit is brought thereon.

 

The Borrower hereby waives presentment,protest and demand, notice of protest, demand and dishonor and non-payment ofthis Note, and to the extent permitted by law, waives and releases all rightsof redemption, valuation, appraisement, notice of election to mature or todeclare due the whole of the indebtedness evidenced hereby, and to the extentpermitted by law, errors, defects and imperfections in any proceedingsinstituted by the holder under the terms of this Note, or providing for anystay of execution, exemption from civil process, or extension of time forpayment.  Further, Borrower agrees thatits liability hereunder shall remain unimpaired, notwithstanding any extensionof the time of payment or other indulgence granted by the holder, or therelease of all or any part of such security for the liability of any party whichmay assume the obligation to make payment of the indebtedness evidenced hereby,or the performance and the obligations of the Borrower hereof under thisNote.  In no event shall the holder, byany act of omission or commission, be deemed to waive any of its rights orremedies hereunder unless such waiver shall be in writing and signed by theholder, and then only to the extent specifically set forth therein; and awaiver of any one event shall not be 

 

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construed as continuing or as a bar to or waiver of such right orremedy on a subsequent event.  TheBorrower further acknowledges that this Note represents an independentobligation and shall not be subject to setoff, reduction or deduction onaccount of any claims, liabilities, obligations or debts of the holder to theBorrower.

 

If any provisions hereof or the applicationthereof to any person or circumstances shall to any extent be invalid orunenforceable, the remainder hereof, or the application of such provision topersons, or circumstances other than those as to which it is held invalid orunenforceable, shall not be affected thereby, and each provision hereof shallbe valid and enforced to the fullest extent permitted by law.  If at any time during the term of this Noteor after maturity the effective interest rate hereunder is greater than themaximum interest rate permitted by applicable law, the interest rate hereundershall automatically be such maximum interest rate permitted by applicable law.This Note is unsecured.

 

As used herein, the word “holder” shall meanLender 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 inNorwood, Massachusetts, is to be construed according to and governed by the lawof The Commonwealth of Massachusetts.

 

*Borrowerrepresents that this note as well as the execution and delivery thereof hasbeen*

*authorizedby all necessary actions of the borrower.*

 

 

EXECUTED as a sealed instrument, as of the day and year first abovewritten.

 
|   | APOGEE TECHNOLOGY, INC. |
|--------|-------------------------|
|   |                    |
|   |                    |
|   | By:                     | //s// |   |
|   |                    |
|   |                    |
|   | //s//                   |   |
|   | Herbert M. Stein        |
|        |                         |  |  |  |

 

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