Exhibit 10.3


                        SECURED NON-CONVERTIBLE TERM NOTE

      FOR VALUE RECEIVED, each of GREENMAN TECHNOLOGIES, INC., a Delaware
corporation (the "Parent") and the other companies listed on Exhibit A attached
hereto (such other companies together with the Parent, each a "Company" and
collectively, the "Companies"), jointly and severally promises to pay to LAURUS
MASTER FUND, LTD., c/o M&C Corporate Services Limited, P.O. Box 309 GT, Ugland
House, South Church Street, George Town, Grand Cayman, Cayman Islands, Fax:
345-949-8080 (the "Holder") or its registered assigns or successors in interest,
the sum of Eleven Million Dollars ($11,000,000), together with any accrued and
unpaid interest hereon, on June 30, 2009 (the "Maturity Date") if not sooner
paid.

      Capitalized terms used herein without definition shall have the meanings
ascribed to such terms in that certain Amended and Restated Security and
Purchase Agreement dated as June 30, 2004 and amended and restated as of the
date hereof by and among the Companies and the Holder (as amended, modified
and/or supplemented from time to time, the "Purchase Agreement").

      The following terms shall apply to this Secured Non-Convertible Term Note
(this "Note"):

                                   ARTICLE I
            CONTRACT RATE, AMORTIZATION AND OTHER REQUIRED REPAYMENTS

      1.1 Contract Rate. Subject to Sections 3.2 and 4.10, interest payable on
the outstanding principal amount of this Note (the "Principal Amount") shall
accrue at a rate per annum equal to the "prime rate" published in The Wall
Street Journal from time to time (the "Prime Rate"), plus two percent (2%) (the
"Contract Rate"). The Contract Rate shall be increased or decreased as the case
may be for each increase or decrease in the Prime Rate in an amount equal to
such increase or decrease in the Prime Rate; each change to be effective as of
the day of the change in the Prime Rate. The Contract Rate shall not at any time
be less than eight percent (8%). Interest shall be (i) calculated on the basis
of a 360 day year, and (ii) payable monthly, in arrears, commencing on August 1,
2006, on the first business day of each consecutive calendar month thereafter
through and including the Maturity Date, and on the Maturity Date, whether by
acceleration or otherwise.

      1.2 Contract Rate Payments. The Contract Rate shall be calculated on the
last business day of each calendar month hereafter (other than for increases or
decreases in the Prime Rate which shall be calculated and become effective in
accordance with the terms of Section 1.1) until the Maturity Date.

      1.3 Principal Payments. Amortizing payments of the aggregate principal
amount outstanding under this Note at any time (the "Principal Amount") shall be
made by the Companies beginning on July 2, 2007 and on the first business day of
each succeeding month thereafter through and including the Maturity Date (each,
an "Amortization Date"). For (i) the period commencing on the first Amortization
<PAGE>

Date (which occurs on July 2, 2007) through and including the Amortization Date
occurring in June 2008, the Companies shall make payments in the amount of One
Hundred Fifty Thousand Dollars ($150,000) to the Holder, (ii) the period
commencing on the Amortization Date occurring in July 2008 through and including
the Amortization Date occurring in June 2009, the Companies shall make payments
in the amount of Four Hundred Thousand Dollars ($400,000) to the Holder and
(iii) on the Maturity Date, the Companies shall repay the outstanding Principal
Amount at such time (the foregoing clauses (i) through (iii), inclusive,
collectively, the "Monthly Principal Amount"), each case together with any
accrued and unpaid interest on such portion of the Principal Amount plus any and
all other unpaid amounts which are then owing under this Note, the Purchase
Agreement and/or any other Ancillary Agreement (collectively, the "Monthly
Amount"). Any outstanding Principal Amount together with any accrued and unpaid
interest and any and all other unpaid amounts which are then owing by the
Companies to the Holder under this Note, the Purchase Agreement and/or any other
Ancillary Agreement shall be due and payable on the Maturity Date.

      1.4 Excess Cash Flow Repayment. The Companies hereby agree to, no later
than ninety five (95) days following the end of each fiscal year of the Parent
beginning with the fiscal quarter of the Parent ending on September 30, 2007,
make a payment equal to 50% of (A) the aggregate net operating cash flow
generated by the Companies for such fiscal year (calculated (1) in accordance
with US GAAP, (2) in a manner consistent with prior fiscal periods, (3) in a
manner reasonably acceptable to Laurus and, for greater certainty, (4) without
deduction for capital expenditures) less (B) aggregate capital expenditures made
by the Companies in such fiscal year (up to a maximum of 25% of the net
operating cash flow calculated in accordance with clause (A)).

                                   ARTICLE II
                                   REDEMPTION

      2.1 Optional Redemption in Cash. The Companies may prepay this Note
("Optional Redemption") by paying to the Holder a sum of money equal to one
hundred percent (100%) of the Principal Amount outstanding at such time together
with accrued but unpaid interest thereon and any and all other sums due, accrued
or payable to the Holder arising under this Note, the Purchase Agreement or any
other Ancillary Agreement (the "Redemption Amount") outstanding on the
Redemption Payment Date (as defined below). The Parent shall deliver to the
Holder a written notice of redemption (the "Notice of Redemption") specifying
the date for such Optional Redemption (the "Redemption Payment Date"), which
date shall be seven (7) business days after the date of the Notice of Redemption
(the "Redemption Period"). On the Redemption Payment Date, the Redemption Amount
must be paid in good funds to the Holder. In the event the Companies fail to pay
the Redemption Amount on the Redemption Payment Date as set forth herein, then
such Redemption Notice will be null and void.

                                  ARTICLE III
                                EVENTS OF DEFAULT

      3.1 Events of Default. The occurrence of an Event of Default under the
Security Agreement shall constitute an event of default ("Event of Default")
hereunder.


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<PAGE>

      3.2 Default Interest. Following the occurrence and during the continuance
of an Event of Default, the Companies shall jointly and severally pay additional
interest on this Note in an amount equal to ten percent (10%) per annum, and all
outstanding obligations under this Note, the Purchase Agreement and each other
Ancillary Agreement, including unpaid interest, shall continue to accrue
interest at such additional interest rate from the date of such Event of Default
until the date such Event of Default is cured or waived.

      3.3 Default Payment. Following the occurrence and during the continuance
of an Event of Default, the Holder, at its option, may demand repayment in full
of all obligations and liabilities owing by the Companies to the Holder under
this Note, the Purchase Agreement and/or any other Ancillary Agreement and/or
may elect, in addition to all rights and remedies of the Holder under the
Purchase Agreement and the Ancillary Agreements and all obligations and
liabilities of the Companies under the Purchase Agreement and the Ancillary
Agreements, to require the Companies to make a Default Payment ("Default
Payment"). The Default Payment shall be one hundred twenty percent (120%) of the
outstanding principal amount of this Note, plus accrued but unpaid interest, all
other fees then remaining unpaid, and all other amounts payable hereunder. The
Default Payment shall be applied first to any fees due and payable to the Holder
pursuant to this Note, the Purchase Agreement, and/or the other Ancillary
Agreements, then to accrued and unpaid interest due on this Note and then to the
outstanding principal balance of this Note. The Default Payment shall be due and
payable immediately on the date that the Holder has exercised its rights
pursuant to this Section 3.3.

                                   ARTICLE IV
                                  MISCELLANEOUS

      4.1 Cumulative Remedies. The remedies under this Note shall be cumulative.

      4.2 Failure or Indulgence Not Waiver. No failure or delay on the part of
the Holder hereof in the exercise of any power, right or privilege hereunder
shall operate as a waiver thereof, nor shall any single or partial exercise of
any such power, right or privilege preclude other or further exercise thereof or
of any other right, power or privilege. All rights and remedies existing
hereunder are cumulative to, and not exclusive of, any rights or remedies
otherwise available.

      4.3 Notices. Any notice herein required or permitted to be given shall be
in writing and shall be deemed effectively given: (a) upon personal delivery to
the party notified, (b) when sent by confirmed telex or facsimile if sent during
normal business hours of the recipient, if not, then on the next business day,
(c) five days after having been sent by registered or certified mail, return
receipt requested, postage prepaid, or (d) one day after deposit with a
nationally recognized overnight courier, specifying next day delivery, with
written verification of receipt. All communications shall be sent to the
Companies at the address provided in the Purchase Agreement executed in
connection herewith, and to the Holder at the address provided in the Purchase
Agreement for such Holder, with a copy to John E. Tucker, Esq., 825 Third
Avenue, 14th Floor, New York, New York 10022, facsimile number (212) 541-4434,
or at such other address as the Companies or the Holder may designate by ten
days advance written notice to the other parties hereto.


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<PAGE>

      4.4 Amendment Provision. The term "Note" and all references thereto, as
used throughout this instrument, shall mean this instrument as originally
executed, or if later amended or supplemented, then as so amended or
supplemented, and any successor instrument as such successor instrument may be
amended or supplemented.

      4.5 Assignability. This Note shall be binding upon each Company and their
respective successors and assigns, and shall inure to the benefit of the Holder
and its successors and assigns, and may be assigned by the Holder in accordance
with the requirements of the Purchase Agreement. No Company may assign any of
its obligations under this Note without the prior written consent of the Holder,
any such purported assignment without such consent being null and void.

      4.6 Cost of Collection. In case of any Event of Default under this Note,
the Companies shall pay the Holder reasonable costs of collection, including
reasonable attorneys' fees.

      4.7 Governing Law, Jurisdiction and Waiver of Jury Trial.

            (a) THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES
OF CONFLICTS OF LAW.

            (b) EACH COMPANY HEREBY CONSENTS AND AGREES THAT THE STATE OR
FEDERAL COURTS LOCATED IN THE COUNTY OF NEW YORK, STATE OF NEW YORK SHALL HAVE
EXCLUSIVE JURISDICTION TO HEAR AND DETERMINE ANY CLAIMS OR DISPUTES BETWEEN ANY
COMPANY, ON THE ONE HAND, AND THE HOLDER, ON THE OTHER HAND, PERTAINING TO THIS
NOTE, THE PURCHASE AGREEMENT OR ANY OF THE OTHER ANCILLARY AGREEMENTS OR TO ANY
MATTER ARISING OUT OF OR RELATED TO THIS NOTE, THE PURCHASE AGREEMENT OR ANY OF
THE OTHER ANCILLARY AGREEMENTS; PROVIDED, THAT EACH COMPANY ACKNOWLEDGES THAT
ANY APPEALS FROM THOSE COURTS MAY HAVE TO BE HEARD BY A COURT LOCATED OUTSIDE OF
THE COUNTY OF NEW YORK, STATE OF NEW YORK; AND FURTHER PROVIDED, THAT NOTHING IN
THIS NOTE SHALL BE DEEMED OR OPERATE TO PRECLUDE THE HOLDER FROM BRINGING SUIT
OR TAKING OTHER LEGAL ACTION IN ANY OTHER JURISDICTION TO COLLECT THE
OBLIGATIONS, TO REALIZE ON THE COLLATERAL OR ANY OTHER SECURITY FOR THE
OBLIGATIONS, OR TO ENFORCE A JUDGMENT OR OTHER COURT ORDER IN FAVOR OF THE
HOLDER. EACH COMPANY EXPRESSLY SUBMITS AND CONSENTS IN ADVANCE TO SUCH
JURISDICTION IN ANY ACTION OR SUIT COMMENCED IN ANY SUCH COURT, AND EACH COMPANY
HEREBY WAIVES ANY OBJECTION WHICH IT MAY HAVE BASED UPON LACK OF PERSONAL
JURISDICTION, IMPROPER VENUE OR FORUM NON CONVENIENS. EACH COMPANY HEREBY WAIVES
PERSONAL SERVICE OF THE SUMMONS, COMPLAINT AND OTHER PROCESS ISSUED IN ANY SUCH
ACTION OR SUIT AND AGREES THAT SERVICE OF SUCH SUMMONS, COMPLAINT AND OTHER
PROCESS MAY BE MADE BY REGISTERED OR CERTIFIED MAIL ADDRESSED TO THE COMPANIES
AT THE ADDRESS SET FORTH IN THE PURCHASE AGREEMENT AND THAT SERVICE SO MADE
SHALL BE DEEMED COMPLETED UPON THE EARLIER OF THE COMPANIES' ACTUAL RECEIPT
THEREOF OR THREE (3) DAYS AFTER DEPOSIT IN THE U.S. MAILS, PROPER POSTAGE
PREPAID.


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<PAGE>

            (c) EACH COMPANY DESIRES THAT ITS DISPUTES BE RESOLVED BY A JUDGE
APPLYING SUCH APPLICABLE LAWS. THEREFORE, TO ACHIEVE THE BEST COMBINATION OF THE
BENEFITS OF THE JUDICIAL SYSTEM AND OF ARBITRATION, EACH COMPANY HERETO WAIVES
ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION, SUIT, OR PROCEEDING BROUGHT TO
RESOLVE ANY DISPUTE, WHETHER ARISING IN CONTRACT, TORT, OR OTHERWISE BETWEEN THE
HOLDER AND ANY COMPANY ARISING OUT OF, CONNECTED WITH, RELATED OR INCIDENTAL TO
THE RELATIONSHIP ESTABLISHED BETWEEN THEM IN CONNECTION WITH THIS NOTE, THE
PURCHASE AGREEMENT OR ANY OTHER ANCILLARY AGREEMENT OR THE TRANSACTIONS RELATED
HERETO OR THERETO.

      4.8 Severability. In the event that any provision of this Note is invalid
or unenforceable under any applicable statute or rule of law, then such
provision shall be deemed inoperative to the extent that it may conflict
therewith and shall be deemed modified to conform with such statute or rule of
law. Any such provision which may prove invalid or unenforceable under any law
shall not affect the validity or enforceability of any other provision of this
Note.

      4.9 Maximum Payments. Nothing contained herein shall be deemed to
establish or require the payment of a rate of interest or other charges in
excess of the maximum permitted by applicable law. In the event that the rate of
interest required to be paid or other charges hereunder exceed the maximum rate
permitted by such law, any payments in excess of such maximum rate shall be
credited against amounts owed by the Companies to the Holder and thus refunded
to the Companies.

      4.10 Security Interest. The Holder has been granted a security interest in
certain assets of the Companies as more fully described in (i) the Purchase
Agreement dated as of June 30, 2004 and amended and reseated as of the date
hereof, (ii) in the equity interests of the Parent's Subsidiaries pursuant to
the Stock Pledge Agreement dated as of the date hereof and (iii) certain other
security and pledge agreements referred to in that certain Reaffirmation and
Ratification Agreement dated the date hereof.

      4.11 Construction. Each party acknowledges that its legal counsel
participated in the preparation of this Note and, therefore, stipulates that the
rule of construction that ambiguities are to be resolved against the drafting
party shall not be applied in the interpretation of this Note to favor any party
against the other.

      5.13 Registered Obligation. This Note is intended to be a registered
obligation within the meaning of Treasury Regulation Section 1.871-14(c)(1)(i)
and the Companies (or their respective agent) shall register this Note (and
thereafter shall maintain such registration) as to both principal and any stated
interest. Notwithstanding any document, instrument or agreement relating to this
Note to the contrary, transfer of this Note (or the right to any payments of
principal or stated interest thereunder) may only be effected by


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<PAGE>

(i) surrender of this Note and either the reissuance by the Companies of this
Note to the new holder or the issuance by the Companies of a new instrument to
the new holder, or (ii) transfer through a book entry system maintained by the
Companies (or their respective agent), within the meaning of Treasury Regulation
Section 1.871-14(c)(1)(i)(B).

       [Balance of page intentionally left blank; signature page follows]


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<PAGE>

      IN WITNESS WHEREOF, each Company has caused this Secured Non-Convertible
Term Note to be signed in its name effective as of this ___ day of June, 2006.

                                     GREENMAN TECHNOLOGIES, INC.

                                     By:__________________________________
                                        Name:
                                        Title:

WITNESS:

____________________________


                                     GREENMAN TECHNOLOGIES OF MINNESOTA, INC.

                                     By:__________________________________
                                        Name:
                                        Title:

WITNESS:

____________________________


                                     GREENMAN TECHNOLOGIES OF IOWA, INC.

                                     By:__________________________________
                                        Name:
                                        Title:

WITNESS:

____________________________


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<PAGE>

                                                                       EXHIBIT A

                                 OTHER COMPANIES

        GreenMan Technologies of Minnesota, Inc., a Minnesota corporation
            GreenMan Technologies of Iowa, Inc., an Iowa corporation


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