EXHIBIT (10)(ii)

                                SECURED TERM NOTE


$2,025,000.00                                                  January  23, 2002
                                                           Boston, Massachusetts

      For value received, the undersigned promises to pay to Citizens Bank of
Massachusetts ("Bank"), or order, at Bank, the principal sum of Two Million
Twenty-Five Thousand ($2,025,000.00) Dollars in sixty (60) installments, as
follows: $8,437.50 on February 1, 2002, and the same amount on the same day of
each month thereafter until fifty-nine (59) installments have been made, and a
final installment in the amount of $1,518.750.00 on January 1, 2007, with
interest from the date hereof on the said principal sum from time to time
outstanding at a fixed rate equal to 7.65% per annum. Such interest shall be
payable monthly in arrears on the first day of each month, commencing on the
first of such dates next succeeding the date hereof. Interest shall be
calculated on the basis of actual days elapsed and a 360!day year.

      In all events the entire principal balance, together with all accrued
interest is to be fully paid on January 1, 2007.

      In the event of prepayment of the Borrower's obligations to the Bank,
either at the Borrower's initiative or upon the exercise by the Bank of its
rights in the event of the Borrower's default, the Borrower agrees to pay to the
Bank its lost net interest income resulting from the prepayment. Therefore, the
Borrower's final payment to the Bank shall consist of all principal amounts
outstanding, all interest owing up to the date of such prepayment or demand by
the Bank, together with the Bank's lost net interest income, if any, computed as
described hereafter.

      As of the date of prepayment, or as of the date of demand after default,
the Bank will determine the interest rate differential between the rate stated
in this note and the yield on a United States Government Treasury Note with the
maturity closest to this note as the same is reported in the Wall Street Journal
of that day (reporting the previous day's activity). In the event that the rate
differential so determined is such that the Treasury Note yield is greater than
this note's yield, no lost net interest income shall be paid to the Bank, nor,
in any event, shall any sum be paid by the Bank to the Borrower.

      In the event that the rate differential so determined is such that this
note's yield is greater than the Treasury Note yield, the difference shall be
multiplied by the outstanding principal balance of this note, computed monthly
for the remaining term of this note; the present value of such monthly
computation shall be calculated and paid to the Bank as its lost net interest
income. For the purpose of computing present value, the interest rate used for
discounting shall be the bond equivalent yield of the six month United States
Treasury Bill rate as reported in the Wall Street Journal of that day (reporting
the previous day's activity).

      Notwithstanding the foregoing, the Bank may, in its sole discretion,
choose to waive its right to receive either all or any portion of its lost net
interest income as provided herein.

      At the option of the holder, this note shall become immediately due and
payable without notice or demand upon the occurrence at any time of any of the
following events of default: (1) the failure by the undersigned to pay when due
any principal, interest, fees, costs and expenses due to the holder hereunder or
otherwise; (2) if any statement, representation or warranty made in or in
connection with the loan evidenced by this note, or in any supporting financial
statement of the undersigned or of any guarantor hereof shall be found to have
been false in any material respect;(3) the institution by or against the
undersigned or any guarantor hereof of any proceedings pursuant to Title 11 of
the United States Code entitled "Bankruptcy" (commonly referred to as the
Bankruptcy Code) or any other law in which the undersigned or any guarantor
hereof is alleged to be insolvent or unable to pay their respective debts as
they mature or the making by the undersigned or any guarantor hereof of an
assignment for the benefit of creditors; (4) the service upon the holder hereof
of a writ in which the holder is named as trustee of





the undersigned or of any guarantor hereof; or (5) termination for any reason of
the Amended and Restated Loan and Security Agreement (Accounts Receivable and
Inventory) dated October 31, 1994, as amended, between the Bank and Turbotec
Products, Inc. (the "Agreement").

      This note may be prepaid in whole or in part at any time and from time to
time without penalty or premium, provided that any such prepayment shall be
applied to the installments due hereunder in the inverse order of their
maturity.

      Any deposits or other sums at any time credited by or due from the Bank to
the undersigned or any guarantor hereof, and any securities or other property of
the undersigned or any such guarantor, in the possession of the Bank, may at any
and all times be held and treated as security for the payment of the liabilities
hereunder; and the Bank may apply or set off such deposits or other sums, at any
time, and without notice to the undersigned or to any such guarantor, against
any of such liabilities, whether or not the same have matured, and whether or
not other collateral is available to the Bank.

      The undersigned agrees to pay all costs of collection including reasonable
fees of attorneys.

      No delay or omission on the part of the holder in exercising any right
hereunder shall operate as a waiver of such right or of any other right of such
holder, nor shall any delay, omission or waiver on any one occasion be deemed a
bar to or waiver of the same or any other right on any future occasion. Every
one of the undersigned and every indorser or guarantor of this note regardless
of the time, order or place of signing waives presentment, demand, protest and
notices of every kind and assents to any one or more extensions or postponements
of the time of payment or any other indulgences, to any substitutions, exchanges
or releases of collateral if at any time there be available to the holder
collateral for this note, and to the additions or releases of any other parties
or persons primarily or secondarily liable.

      This note is secured pursuant to the terms of an Open-End Mortgage Deed of
even date herewith on property located at 651 Day Hill Road, Windsor,
Connecticut, and a Security Agreement - Inventory, Accounts, Equipment and Other
Property dated September 4, 1992.

      All rights and obligations hereunder shall be governed by the law of the
Commonwealth of Massachusetts and this note shall be deemed to be under seal.


Witness:                                   THERMODYNETICS, INC.


                                           By:   /s/  Robert I. Lieberman
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                                              Robert I. Lieberman, Treasurer