Exhibit 10.5


                            UNSECURED PROMISSORY NOTE


$30,000                                                    May 25, 2006


      FOR VALUE RECEIVED, the undersigned, GreenMan Technologies Inc., (the
"Debtor"), hereby promises to pay to the order of Nicholas DeBenedictis and
Nancy DeBenedictis, Joint Tenants, individuals residing at 15 Sunnyside Ave.,
Apt A, Mill Valley, CA 94941 (the "Holders") on or before September 30, 2006 the
principal sum of Thirty Thousand Dollars ($30,000) or such lesser principal
amount then outstanding, together with all accrued and unpaid interest thereon.
Interest on the principal amount of this Note will accrue from and including the
date hereof until and including the date such principal amount is paid, at a
rate equal to ten percent (10%) per annum.

      The outstanding balance of this Note shall be rendered immediately due and
payable, without the necessity of a Demand Notice, in case of any of the
following acts (individually, an "Event of Default"): (a) entry of any judgment
or order against the Debtor for the payment of money, if the same is not
satisfied or enforcement proceedings are not stayed within sixty (60) days or
if, within sixty (60) days after the expiration of any such stay, the judgment
or order is not dismissed, discharged or satisfied; (b) appointment of a
receiver, trustee, custodian or similar official, for the Debtor or any property
or assets of the Debtor; (c) conveyance of any or all assets to a trustee,
mortgagee or liquidating agent or assignment for the benefit of creditors by the
Debtor; or (d) commencement of any proceeding under any law or any jurisdiction,
now or hereafter in force, relating to bankruptcy, insolvency, renegotiation of
outstanding indebtedness, arrangement or otherwise to the relief of debtors or
the readjustment of indebtedness, by or against the Debtor. Notwithstanding
anything contained herein to the contrary, upon the occurrence of any such Event
of Default, the entire outstanding amount of principal and interest of this Note
shall become immediately due and payable, without presentment, demand, protest
or other notice of any kind, all of which are hereby expressly waived.

      The Debtor agrees to pay all costs, charges and expenses incurred by the
Holders and their assigns (including, without limitation, costs of collection,
court costs, and reasonable attorneys' fees and disbursements) in connection
with the successful enforcement of the Holder's rights under this Note (all such
costs, charges and expenses being herein referred to as "Costs"). Presentment
for payment, demand, protest, notice of protest and notice of nonpayment are
hereby waived. The Debtor agrees that any delay on the part of the Holders in
exercising any rights hereunder will not operate as a waiver of such rights, and
further agrees that any payments received hereunder will be applied first to
Costs, then to interest, and the balance to principal. The Holders shall not by
any act, delay, omission, or otherwise be deemed to waive any of its rights or
remedies, and no waiver of any kind to enforce this Note shall be valid unless
in writing and signed by the Holders. This Note is payable in any events and is
not subject to offset or reduction because of any other claims of Debtor against
the Holders.

      This Note applies to, inures to the benefit of, and binds the successors
and assigns of the parties hereto. This Note is not negotiable or transferable
to any other holder without the written consent of the Debtor. This Note is made
under and shall be governed by the internal laws of the Commonwealth of
Massachusetts.
<PAGE>

      IN WITNESS WHEREOF, the Debtor has executed this Note as an instrument
under seal as of the date first written above.

DEBTOR


-------------------------
GreenMan Technologies Inc.
Charles E. Coppa
Chief Financial Officer


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