EXHIBIT 10.06 SUBORDINATED NOTE DATE: December 2, 1996 AMOUNT: $15,000 RATE: 9% TERM: 2 YEARS THIS AGREEMENT, dated December 2, 1996, between Mark Story of 7 Rockmeadow Road, Norwalk, Connecticut 06850 (hereinafter referred to as "Mark") and Marine...

                                                                  EXHIBIT 10.06










                                SUBORDINATED NOTE

DATE:     December 2, 0000

XXXXXX:   $15,000

RATE:     9%

TERM:     2 YEARS


THIS AGREEMENT, dated December 2, 1996, between Xxxx Xxxxx of 0 Xxxxxxxxxx Xxxx,
Xxxxxxx,  Xxxxxxxxxxx  00000  (hereinafter  referred  to as  "Xxxx")  and Marine
Management  Systems,  Inc.  (hereinafter  referred  to  as  "MMS"),  a  Delaware
Corporation  having its chief  executive  office at 000 Xxxx  Xxxxxx,  Xxxxxxxx,
Xxxxxxxxxxx 00000,

                                   WITNESSETH:


1.   The Loan

     Pursuant to the terms of this  Agreement,  Xxxx does hereby loan $15,000 to
     MMS, the receipt of proceeds of which are hereby acknowledged. This loan is
     part of a series of loans made from MMS officers to MMS on this date in the
     aggregate amount of $166,000.

2.   Interest

     The  principal  balance of the loan shall bear interest at a per annum rate
     of 9%.

3.   Payment of Interest

     Interest will be paid quarterly in arrears,  with first payment on March 2,
     1997.

4.   Term of Loan

     The term of the loan is two years,  subject to the terms and  conditions of
     clauses 5 and 6 herein.











Subordinated Note
December 2, 1996
Page 2


5.   Subordination of Note; Payment of Principal

     This  Notes is  subordinated  to all loans now  existing  or to exist  from
     People's Bank, Connecticut Innovations, Inc., as well as any other loans to
     the Company  made from time to time,  with the  exception  of the series of
     notes made on this date by certain  officers of MMS  totaling  $166,000 and
     the prior notes held by Xxxxxx  Story and Xxxxxx X. Xxxxx in the  aggregate
     amount of $500,000.  No principal may be paid on the Note without the prior
     approval of all parties with indebtedness Senior to this note.

6.   Collateral

     Subject to any prior liens,  or collateral  securing other  indebtedness of
     MMS, as well as any outstanding  security  agreements,  running in favor of
     third parties, the loan is secured by the general assets of MMS.


This loan agreement is entered into on this 2nd day of December, 1996.


MARINE MANAGEMENT SYSTEMS, INC.


BY:  /s/ Xxxxxx X. Story                    /s/ Xxxxxx X. Xxxxx
     ---------------------------            ----------------------------
       President                             Xxxxxx X. Xxxxx